DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 31st Annual Report of Crimson Metal Engineering Company Limited along with the audited financial statements for the year ended March 31, 2015

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.

During the year 2014-2015, the Company has earned a net profit after tax of Rs.8641173 as against Rs.6289471 earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs.445120047 during the year 2014-2015 as against Rs.628053482 achieved in 2013-2014.

During the year under review there is no change in the nature of activity of the company.

DIVIDEND&TRANSFER OF PROFIT TO RESERVES AND SURPLUS:

In order to conserve resources the board of directors have decided not to declare any dividend for the current financial year 2014-15 and has proposed to transfer its profits to surplus account.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There has been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2014 - 2015.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesn't have any subsidiaries, associates and joint venture companies.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Companies Act 2013,Mr.NARAYANAMURTHY SESHADRI, who retire by rotation at the forthcoming AGM and is eligible for re­appointment. Mr.NARAYANAMURTHY SESHADRI offered himself for re-appointment. His Brief profile is included in the Notice of forthcoming Annual General Meeting of the company Ms.R.Uma who was appointed as additional director and whose term as Additional Director comes to an end on this AGM is appointed as a Director and Whole time director. Brief profile is mentioned in the Notice of ensuing Annual General Meeting of the company Mr.RamkishanYadve and Mr. Santhosh Kumar have resigned from the position of Director with effect from 06th January 2015 and 6th April 2015.

The Board had placed on record its appreciation for the outstanding contributions made by them during their tenure of office with the Company.

INDEPENDENT DIRECTORS' DECLARATION

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which

Your Directors have pleasure in presenting the 31st Annual Report of Crimson Metal Engineering Company Limited along with the audited financial statements for the year ended March 31, 2015.has been relied on by the Company and placed at the Board Meeting of the Company.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there under,M/s.Abhay Jain & Co,Chartered Accountants,(firm registration no. 000008S) were appointed auditors of the company from the conclusion of the 30thAnnual General Meeting (AGM) of the company held on 29th September 2014 till the conclusion of 34thAGM , subject to ratification of their appointment at every AGM. The board of directors have recommended their appointment at the ensuing General Meeting for the ratification by the Shareholder.

COMMENT ON STATUTORY AUDITOR REPORT

There are no qualifications, reservations, remarks or disclaimers made by Abhay Jain & Co, Statutory auditor, in their auditor report .The statutory auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2014-15.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s Lakshmmi Subramanian &Associates,a firm of Company Secretaries in Practice to undertake Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit report as received from the secretarial auditor is annexed to this report as Annexure II.

COMMENT ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor, in the Secretarial Audit Report, the company has taken the corrective measures during the current financial year

INTERNAL CONTROL AND ITS ADEQUACY

M/s Singhi & co,Chartered Accountant was appointed as internal auditors of the Company. They regularly conduct audit and the reports submitted by them, if any, will be reviewed by the Audit Committee.The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were testedand no reportable material weaknesses in the design or operation were observed.

RELATED PARTY TRANSACTIONS

During the year 2014 - 2015, the Company had not entered into any material transaction with related parties as per section 188of the Companies Act, 2013. Hence the question of reporting under the requirement of said section doesn't arise.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the Companies Act,2013 (the "Act") is annexed herewith as Annexure -III to this report.

PERSONNEL

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,in respect of employees of the Company, forms part of this Report as Annexure IV.

RISK MANAGEMENT POLICY

The risk management is overseen by the Audit committee/ Board of Directors of the company in a continuous basis.Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available in the Company website www.crmetal.in  

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PERVEVTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has not received any sexual harassment complaints.

DEPOSITS FROM PUBLIC

The Company has not accepted any depositsfrom public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Since your company's paid up Equity capital and Networth is less than Rs.10 crores and Rs.25 crores respectively, the provisions of revised Clause 49 relating to Corporate Governance and Management Discussion Analysis Report, vide SEBI circular number CIR/CFD/ POLICY CELL/7/2014 dated 15th September 2014is not applicable to the company.

NUMBER OF MEETINGS OF THE BOARD

In total 6(Six) Meetings of the Board of Directors of the Company were held during the year 2014-15,held on 30th May 2014, 14th August 2014, 29th September 2014,14th November 2014, 14th January 2015 and 24th March 2015. The maximum time gap between any two consecutive meetings did not exceed 120 days.

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013,

the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees andself-evaluation.

A structured questionnaire was prepared after taking into consideration of the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interests of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman of the Board and the Executive Directors was carried out by the Independent Directors.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. The policy is available in the Company website www.crmetal.in  

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The company has framed a whistle blower policy.

Further, Directors and employeesare having full access to the audit committee to report their genuine and serious concern if they observe any. The policy is available in the Company website www.crmetal.in  

POLICY OF DIRECTORS' APPOINTMENT AND REMUNARATION

Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Act are covered under the Board's policy formulated by the Company and is available on the Company website www.crmetal.in

Board Committees

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

Audit Committee

(A) Qualified and Independent Audit Committee

The Company complies with Section 177 of the Companies Act, 2013 the Audit Committee. Its functioning is as under:

(i) The Audit Committee presently consists of three Independent Directors and an Executive Director.

(ii) All members of the Committee are financially literate and having the requisite financial management expertise;

(iii) The Chairman of the Audit Committee is an Independent Director;

(iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 29th September 2014.

(B) Terms

The terms of reference of the Audit Committee include:

o the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

o review and monitor the auditor's independence and performance, and effectiveness of audit process;

o examination of the financial statement and the auditors' report thereon;

o approval or any subsequent modification of transactions of the company with related parties;

o scrutiny of inter-corporate loans and investments

o valuation of undertakings or assets of the company, wherever it is necessary; o evaluation of internal financial controls and risk management systems;

o Monitoring the end use of funds raised through public offers and related matters

Powers of Audit Committee:

The Audit committee shall have the authority -

o To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board.

o To discuss any related issues with the internal and statutory auditors and the management of the company

o To investigate into any matter in relation to the items or referred to it by the Board o To obtain professional advice from external sources o To have full access to information contained in the records of the company.

(C) Composition, names of Members and Chairperson, its meetings and attendance:

The audit committee comprises of 4 Directors, three non executive independent directors and one executive director namely, Shri.RamaIyengarSrinivasa Chari, Chairman,Shri.Mahabir Singh, Member, Shri.Krishan Chand Batra,Member and Shri.Vinay Kumar Goyal, Member, who have considerable financial expertise and experience. The Head of Finance and the Representatives from Statutory/ Internal Auditors are permanent invitees to the committee.

During the year, 4 Audit Committee meetings were held on 30th May 2014, 14th August 2014, 14th November 2014, and 14th January 2015

Nomination and Remuneration Committee

(A) Constitution

Three Independent Directors namely Mr.Ramaiyengarchari, an independent Director, its Chairman, Mr.Krishan Chand Batra,Mr.Mahabir Singh, are as members of the committee. During the year, the Nomination and Remuneration Committee met four times on 30.05.2014,29.09.2014,14.01.2015 and 24.03.2015

(B) Terms of reference

Terms of reference of the Nomination and Remuneration Committee include:

o The Committee shall formulate the criteria for determining the qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

o The Committee shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

o The Committee shall ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay.

o Review the policy from time to time for selection and appointment of Directors and senior management employees and their remuneration;

o Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and

o sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

o Filling up of vacancies in the Board that might occur from time to time and appointment of additional Non-Executive Directors. In making these recommendations, the Committee shall take into account the special professional skills required for efficient discharge of the Board's functions.

o Recommendation to the board with regard to retirement of Directors, liable to retire by rotation and appointment of Executive Directors.

o To determine and recommend to the Board from time to time

(a) The amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013.

(b) The amount of remuneration, including performance or achievement bonus and perquisites payable to the Executive Directors

(c) To frame guidelines for Reward Management and recommend suitable schemes for the Executive Directors and Senior Management.

o To determine the need for key man insurance for any of the company's personnel

o To carry out the evaluation of every director's performance

o To carry out any function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modifications as may be applicable.

 (D) Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration. Remuneration Policy of the Company is available in the company website www.crmetal.in

Stakeholders Relationship Committee

The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, non-receipt of shares, non-receipt of declared dividends and ensuring expeditious share transfers and also redresses the grievances of deposit holders, debenture holders and other security holders.

(A) Composition, Members, its meetings and attendance

This Committee comprises of namely of Shri.MahabirSingh, Chairman, Shri. Vinay Kumar Goyal, Member and Shri.S.N.Seshadri, are as members of the committee. During the year,the Committee met 15 times during the year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not meeting the threshold as prescribed under Companies Act, 2013 (i.e) Net Profit greater than 5 Crores or turn over greater than Rs.1000 Crores or Net Worth greater than 500 Crores in the preceding 3 financial year and therefore constituting a CSR committee in accordance with the provision of Section 135 of the Act does not arise.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they 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 Co mp an y at the end of the Financial Year and of the Profit o r Lo s s of the Company for that period;

3. That they had 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;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staff at all levels.

For and on behalf of the Board

VINAY KUMAR GOYAL

MANAGING DIRECTOR DIN-00134026

S N SESHADRI

WHOLE TIME DIRECTOR DIN: 02927049

Place: Chennai

Date: 14.08.2015