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Action Construction Equipments Ltd.

BSE: 532762 Sector: Engineering
NSE: ACE ISIN Code: INE731H01025
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VOLUME 17069
52-Week high 59.70
52-Week low 32.30
P/E 35.99
Mkt Cap.(Rs cr) 484.36
Buy Price 48.95
Buy Qty 625.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.60
CLOSE 49.30
VOLUME 17069
52-Week high 59.70
52-Week low 32.30
P/E 35.99
Mkt Cap.(Rs cr) 484.36
Buy Price 48.95
Buy Qty 625.00
Sell Price 0.00
Sell Qty 0.00

Action Construction Equipments Ltd. (ACE) - Director Report

Company director report

The Directors are pleased to present the 22nd Annual report and Audited Statement ofAccounts for the financial year ended 31st March 2016.

(Rs. in lacs)
FINANCIAL RESULTS 2015-16 2014-15
Gross Turnover 65005 61681
Excise Duty 3616 2885
Net Turnover 61389 58796
Operating and Other Income 3288 2089
Total Income 64677 60885
Profit before Depreciation Interest and Tax 4043 3215
Less:
Depreciation 1135 957
Interest 1401 1301
Provision for Taxation 626 282
Net Profit after Tax 881 675
Profit brought forward 4894 4657
Balance of Amalgamating Company 918 -
Profit available for Appropriation 6693 5332
Appropriations:
Dividend 209 198
Corporate Tax on Dividend 43 40
Amount transferred to General Reserve 200 200
Profit carried to Balance Sheet 6241 4894

FINANCIAL PERFORMANCE

During the financial year under review on a standalone basis Your Company's achievedgross turnover of Rs. 65005 lacs as compared to Rs. 61681 lacs in the previous yearthereby registering a growth of 5.39 %. The profit before depreciation interest and taxstood at Rs 4043 lacs in the year 2015-16 as against Rs. 3215 lacs in the year 2014-15representing a growth of 25.75%.

The profit after tax is Rs. 881 lacs in the year 2015-16 as against Rs 675 lacs in theprevious year i.e. an increase of 30.51 %.

The Company could achieve such a growth and performance due to tighter operatingcontrols prudent raw material sourcing new customer addition and controlled overheads.

Your company has taken several steps to reduce cost and increase its market share inall products.

STATE OF COMPANY'S AFFAIRS

The financial year 2015-16 embarked upon visible improvement in operating margins dueto focused cost efficiency measures price discipline and low commodity prices.

During the year we launched new products like skid loaders wheel based harvesters andintroduced smart features in our existing product range that not only helped us toincrease our market share but also adhere to our core philosophy of providing customisedsolutions to our customers. ACE realigned its focus on domestic markets and growth. ACEsustained its investment in brand and manpower to prepare for next growth phase. TheCompany continues to invest in future technology products and people. The Company isready for next phase of growth.

We were awarded best seller in mobile cranes category by Equipment India at 3rdEquipment Award 2016.

RESERVES

Your Company proposes to carry Rs 200 lacs to the general reserve and retain Rs. 880.89lacs in the profit and loss account.

DIVIDEND

At the meeting of Board of Directors held on 15th March 2016 the Directors approvedthe payment of Interim Dividend of 10 % on the equity share capital for FY 2015-16resulting in an outflow of Rs 237.44 lacs (Including Corporate Dividend Tax of Rs. 39.56lacs). Since the Company has paid interim dividend to the equity shareholders for thefinancial year 2015-16 and in order to conserve the resources of the Company and to buildup reserves the Directors has not recommended any final dividend on Equity Shares Capitalof the Company.

Directors have recommended dividend of 8% on Preference Share Capital of the Company onthe pro data basis from the allotment date till March 31 2016 which will result in anoutflow of Rs. 14.24 lacs (including Corporate Dividend Tax of Rs. 3.01 Lacs).

The payment of dividend is subject to the approval of the shareholders at the ensuingannual general meeting of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of this report.

ISSUE OF SECURTIES

In pursuance of the Scheme of amalgamation ("the Scheme") sanctioned by theHon'ble High Court of Punjab and Haryana vide its order dated 17th Nov 201518383000equity shares and 30219380 preference shares of the Company were issued on 15th March2016 to the shareholders of ACE TC Rentals Private Limited in ratio of 1168 fully paid upequity shares of Rs. 2/- each of the ACE for every 100 fully paid up equity shares ofRs.10/- each of ACE TC Rentals Private Limited (the Transferor Company) held by theMembers whose names appear in the Register of Members of the transferor company such thatthe equity shareholding of the Members in the ACE is increased only upto five percent ofthe post issue paid-up equity share capital of the ACE. As a result of this the issuedsubscribed and paid up share capital of the Company has increased from Rs. 1978.80 lacs inFY 2014-15 to Rs. 5368.40 lacs in FY 2015-16. The Authorised share capital of the Companyhas also increased from Rs. 2450.00 lacs in FY2014-15 to Rs. 5525.00 lacs in FY 2015-16.

The entire business assets liabilities duties and obligations of ACE TC Rentals Pvt.Limited were transferred to and vested in the Company with effect from the appointed datei.e. April 1 2014.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has a Wholly Owned Subsidiary and a Fellow Subsidiary at the end of thecurrent financial year ended on 31st March 2016 namely:

1. Frested Limited Cyprus-Wholly Owned Subsidiary

2. SC Forma SA Romania - Fellow Subsidiary

There has been no material change in the nature of the business of the subsidiaries.

In accordance with section 129(3) of the Companies Act 2013 and Accounting Standard(AS) - 21 on Consolidated Financial Statements the Company has prepared consolidatedfinancial statements of the Company and all its subsidiaries which form part of thisAnnual Report.

A report on the performance and financial performance of the Subsidiary and associateCompanies as per Companies Act 2013 is provided in the prescribed form AOC -1 asAnnexure-I to this report.

The Policy for determining material subsidiaries may be accessed on the Company'swebsite viz www.ace-cranes.com.

BOARD OF DIRECTORS

Pursuant to the provisions of section 149 of the Companies Act 2013 Mr. Girish NarainMehra (DIN: 00059311) Mr. Subhash Chander Verma (Din: 00098019) Mr. Keshav ChanderAgrawal (Din: 00098143) and Dr. Amar Singal (Din: 00035903) were appointed as independentdirectors at annual general meeting of the Company held on September 252015.

The Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and there has beenno change in the circumstances which may affect their status as independent directorduring the year.

In accordance with Article 88(1) of the Articles of Association of the Company Mrs.Surbhi Garg retires by rotation in ensuing Annual General Meeting and being eligible offerherself for re-appointment at the forthcoming AGM.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees for the purpose ofattending meetings of the Company.

None of the Directors of your Company is disqualified as per provisions of theCompanies Act 2013.

ATTRIBUTES QUALIFICATIONS INDEPENDENCE AND REMUNERATION OF DIRECTORS AND THEIRAPPOINTMENT

The criteria for determining qualifications positive attributes and independence interms of Act and the Rules thereunder both in respect of independent and the otherDirectors as applicable has been approved by the Nomination and Remuneration Committee.The Board is well diversified and have balance of skills experience and diversity ofperspectives appropriates to the Company.

Directors are appointed / re-appointed with the approval of the Members for a period ofthree to five years or a shorter duration. All directors other than independent directorsand Managing Director are liable to retire by rotation unless approved by the members.One-third of the Directors who are liable to retire by rotation retire every year and areeligiblefor re-election.

The Company's policy relating to remuneration of Directors key managerial personneland other employee is displayed on the website of the Company at www.ace-cranes.com and isprovided as Annexure -II to this Report.

KEY MANAGERIAL PERSONNELS

Pursuant to the Provisions of Section 203 of the Companies Act 2013 Mr. VijayAgarwal Chairman & Managing Director Mrs. Mona Agrawal Mr. Sorab Agarwal &Mrs. Surbhi Garg Whole Time Director Mr. Rajan Luthra CFO and Mrs. Yashika KansalCompany Secretary are designated as Key Managerial Personnel of the Company.

Further Mr. R.S. Jhanwer Head - Corporate Affairs & Company Secretary resignedw.e.f. 11th January 2016 and Mrs. Yashika has been appointed as Company Secretary &Compliance Officer w.e.f. 06th February 2016.

COMMITTEES OF THE BOARD

Detailed information on the Board and its Committees is provided in the Report onCorporate Governance forming part of this Annual Report.

NUMBER OF MEETINGS

Five meetings of the Board were held during the year. For details of the meetings ofthe board please refer to the Corporate Governance report which forms part of thisreport.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013 your Directorshereby confirm that they:

i) Have followed in the preparation of Annual Accounts for the financial year 2015-16the applicable Accounting Standards and no material departures have been made for thesame;

ii) Had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the profit of theCompany for the year ended on that date;

iii) Had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) Had prepared the annual accounts on a going concern basis;

v) The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year as stipulated under Schedule V ofSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is separately given and forms part of this Annual Report and provides amore detailed analysis on the performance of individual businesses and their outlook.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under Part C of Schedule V of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 from a PracticingCompany Secretary confirming compliance of the conditions of corporate governance isattached to the Report on Corporate Governance.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions that were entered into by the Companyduring the financial year with related parties were on arm's length basis and in theordinary course of business. During the year the Company had not entered into anycontracts or arrangements or transactions with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransaction. All Related Party Transactions have been approved by the Audit Committee.

The policy on Related Party Transactions as adopted by the Board is available onwebsite of the Company viz www.ace-cranes.com.

Further the prescribed details of related party transcations of the Company in FormNo. AOC-2 in terms of section 134 of the Act read with Rule 8 of the Company (Accounts)Rules 2014 is given as Annexure -III to this report.

CORPORATE SOCIAL RESPONSIBILITY

ACE has been an early adopter of Corporate Social Responsibility (CSR) initiatives. TheCompany works primarily through its trust namely ACE Emergency Response Services.

The CSR Committee of the Board of Directors has been formed comprising of threedirectors with Chairman being independent Director. CSR Committee has framed andformulated a CSR Policy indicating the activities to be undertaken by the Company inaccordance with schedule VII of the Act and the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 issued under the Act. The same has also been approved by the Board.The CSR policy is available at the website of the Company viz www.ace-cranes.com. TheCompanies are required to spend at least 2 % of the average net profits of their threeimmediately preceding financial years on CSR related activities. Accordingly the Companywas required to spend Rs. 21.78 lacs on CSR activities whereas the Company has spent Rs.156.72 Lacs on CSR activities which is more than the mandatory requirement. The AnnualReport on CSR Activities as stipulated under the Act forms an integral part of thisReport and is appended as Annexure-IV

RISK MANAGEMENT

The Company has implemented a comprehensive and fully integrated 'Enterprise RiskManagement' framework in order to anticipate identify measure manage mitigate monitorand report the principal risks and uncertainties that can impact its ability to achieveits strategic business objectives.

This integration is enabled by alignment of Risk Management Internal Audit Legal andcompliance methodologies and processes in order to maximise enterprise value of theCompany and ensure high value creation for our stakeholder over a period of time.

The details of the Enterprise Risk Management framework with details of the principalrisks and the plans to mitigate the same are given in the 'Risk Management Report' sectionof the 'Management Discussion and Analysis Report' which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. Such controls were tested during the financial year and no materialweaknesses in the design or operation were observed. Review of the financial controls isdone on an ongoing basis.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy (the "WB Policy") with a view toprovide vigil mechanism to Directors employees and other stakeholders to discloseinstances of wrongdoing in the workplace and report instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Policy provides that the Company investigates such incidents when reported in animpartial manner and takes appropriate action. The WB Policy also provides mechanism foradequate safeguards against victimization of Director(s)/ Employees who avail of themechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional cases. The Whistle Blower Policy has been posted on the website of the Companyand the details of the same are explained in the Report on Corporate Governance formingpart of this Annual Report. The Whistle Blower Policy is available at the website of theCompany viz www.ace-cranes.com.

RESEARCH AND DEVELOPMENT

Your Company continues to invest in a comprehensive Research & Development(R&D) programme to develop a unique source of sustainable competitive advantage andbuild future readiness by leveraging contemporary advances in several relevant areas ofscience and technology and blending the same with classical concepts of productdevelopment.

The Company has dedicated R&D centres at Jajru Road Faridabad and at Dudhola LinkRoad Dudhola Village Palwal. Both these centres have accreditations from the Ministry ofScience and Technology Govt of India. Both the centres continuously carries out Researchand developments for developing new products and also focus on the quality of productsmaking them more economical cost effective and user friendly.

STATUTORY AUDITORS AND AUDITOR'S REPORT

At the Annual General Meeting held on 31st July 2014 M/s. Rajan Chhabra & Co.Chartered Accountants were appointed as the Statutory Auditors of the Company to hold theoffice till the conclusion of the Annual General Meeting to be held in the Calendar year2017.

In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Rajan Chhabra & Co. CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. Your Company has received confirmation from the above mentioned firmregarding consent and eligibility under Sections(s) 139 & 141 of the Companies Act2013 read with Company (Accounts) Rules 2014. As required under Regulation 33 (1) (d) ofSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Auditor has also confirmed that they hold a valid certificateissued by ICAI.

The Auditors' Report does not contain any qualification reservation or adverseremarks. The Notes on Financial Statements referred to in the Auditors report are self-explanatory and do not require any further comments.

COST AUDITORS

The Board has appointed M/s Vandana Bansal and Associates Cost accountant (Firmregistration No. 100203) as cost auditors of your Company for financial year 2015-16 toconduct audit of the cost records of the Company. Cost audit report for financial year2015-16 will be filed with the Ministry of Corporate Affairs.

As per section 148 of the Companies Act 2013 and Rules made thereunder the board ofdirector of your Company on the recommendation of the Audit Committee has appointed M/sVandana Bansal and Associates Cost Accountant as the Cost Auditor of the Companyforthefinancial year 2016-17.

Your Company has received consent from M/s Vandana Bansal and Associates CostAccountant to act as Cost Auditor of your Company for financial year 2016-17 along withthe certificate confirming their independence.

SECRETARIAL AUDITOR

Savita Trehan & Associates Practicing Company Secretary was appointed to conductthe Secretarial Audit of the Company for the financial year 2015-16 as required underSection 204 of the Companies Act 2013 and Rules made thereunder. The Secretarial AuditReport is annexed to this Report as Annexure V. There is no qualification reservation oradverse remark(s) in the Secretarial Audit Report.

DISCLOSURES

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

The total number of permanent employees as on 31 st March 2016 stood at 1062 employeesas compared to 975 as on March 312015.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this Report and are annexed as AnnexureVI.

There are no employees who are drawing remuneration in excess of the limits as set outin provisions of Section 197(12) of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

PUBLIC DEPOSITS

During the year your Company has not accepted any deposits under Section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as on March 31 st 2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the notes to standalone financialstatements.

EMPLOYEES STOCK OPTION SCHEME

During the year under review the Company has not allotted any shares under EmployeesStock Option Scheme (ESOS) and hence no disclosure is required to be made in compliancewith Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Regulations 1999.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013 isannexed herewith as Annexure - VII and forms an integral parts of this report.

EXTRACT AS ANNEXURE OF ANNUAL RETURN

Extract of the Annual Return in Form MGT- 9 is annexed herewith as Annexure - VIII andforms an integral part of this report.

FORMAL ANNUAL PERFORMANCE EVALUATION OF THE BOARD AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act 2013 and Regulation 25 (3) of SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Independent Directors at their separate meeting without participation of theNon-Independent Directors and Management have considered and evaluated the Board'sperformance and performance of the Chairman and Non-independent Directors. The IndependentDirectors in the said meeting have also assessed the quality quantity and timeliness offlow of information between the Company Management and the Board.

The Board of Directors has evaluated the performance of each of Independent Directors(without participation of the relevant Director). The Board has carried out the annualevaluation of its own performance and that of its Directors individually. The evaluationcriteria as approved by the Nomination and Remuneration Committee included various aspectsof the functioning of Board such as composition process and procedures including adequateand timely information attendance decision making roles and responsibilities etc.

The performance of individual directors including the Chairman was evaluated on variousparameters such as industry knowledge & experience vision commitment time devotedetc. The evaluation of Independent Directors was based on aspects like participation &contribution to the Board decisions knowledge experience integrity etc.

OTHER INFORMATION

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters in the financial year2015-16:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. The Managing Director and the Whole-time Directors does not receive any remunerationor commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.

ACKNOWLEDGEMENTS

The Board places on record its appreciation forthe support and continued co-operationextended by all the customers vendors dealers bankers regulators and businessassociates. The Board places on record its appreciation to all the employees for theirdedicated and committed services. Your Directors deeply acknowledge the continued trustand confidence that the Shareholder place in the management and is confident that withtheir continued support the Company will achieve its objectives and emerge stronger inthe coming years.

For and on behalf of the Board of Action Construction Equipment Ltd
Place: New Delhi Vijay Agarwal
Dated: 19th May 2016 Chairman & Managing Director

Annexure II of Board's Report

Remuneration Policy

Preamble

Section 178 of the Companies Act 2013 and clause 49 (IV) of the Listing Agreementprovides that the Nomination and Remuneration Committee ("NRC") shall formulatethe criteria for determining qualifications positive attributes and independence of adirector and recommend to the Board a policy relating to the remuneration for thedirectors key managerial personnel ("KMP") and other employees.

Objective

The Remuneration Policy of Action Construction Equipment Limited (the"Company") is designed to attract motivate improve productivity and retainmanpower by creating a congenial work environment encouraging initiatives personalgrowth and team work and inculcating a sense of belonging and involvement besidesoffering appropriate remuneration packages and superannuation benefits. The Policyemphasize on promoting talent and to ensure long term sustainability of talentedmanagerial persons and create competitive advantage. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long term value creation forshareholders.

The guiding principle is that the remuneration and the other terms of employment shouldeffectively help in attracting and retaining committed and competent personnel. Whiledesigning remuneration packages industry practices and cost of living are also taken intoconsideration.

Applicability

This Remuneration Policy applies to Directors senior management including its KeyManagerial Personnel (KMP) and other employees of the Company.

Appointment criteria and qualifications

The NRC shall identify and ascertain the integrity qualifications expertise andexperience of the person for appointment as Director KMP or at senior managementpersonnel and recommend to the Board his/her appointment. A person should possess adequatequalifications expertise and experience for the position only he/she is considered forappointment.

Directors

As per the Policy followed by the Company the non-executive directors are paidremuneration in the form of sitting fees for attending Board and Committee meetings asfixed by the Board of Directors from time to time subject to statutory provisions.Presently sitting fee is Rs. 10000/- per Board/Committee meeting.

Remuneration of Whole Time Directors including Chairman & Managing Directorreflects the overall remuneration philosophy and guiding principle of the Company. Whenconsidering the appointment and remuneration of Whole Time Directors the NRC considerspay and employment conditions in the industry merit and seniority of the person and thepaying capacity of the Company.

The NRC while designing the remuneration package considers the level and composition ofremuneration to be reasonable and sufficient to attract retain and motivate the person toensure the quality required to run the Company successfully.

The NRC while considering a remuneration package also ensure a balance between fixedand incentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals.

The term of office and remuneration of Whole Time Directors are subject to the approvalof the Board of Directors shareholders Central Government if required and the limitslaid down under the Companies Act 2013. Remuneration packages for Whole Time Directorsare designed to remunerate them fairly and responsibly. The Whole Time Directors1remuneration comprises of salary perquisites allowances apart from retirement benefitslike P.F. Superannuation Gratuity etc. as per Rules of the Company.

The Whole Time Directors are entitled to customary nonmonetary benefits such as companycars furnished accommodation health care benefits leave travel communicationfacilities etc.

Evaluation

The NRC shall carry out evaluation of performance of all directors in every year. Theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated.

On the basis of the report of performance evaluation it shall be determined whether toextend or continue the term of appointment of the independent director.

Further the Independent directors of the Company shall hold at least one meeting in ayear without the attendance of non-independent directors and members of management.

The meeting shall:

a) Review the performance of non-independent directors and the Board as a whole.

b) Review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors.

Key Managerial Personnel and Senior Management

Remuneration of KMP and other senior management personnel is decided by the Chairman& Managing Director.

Total remuneration comprises of:

1. A fixed base salary - set at a level aimed at attracting and retaining executiveswith professional and personal competence showing good performance towards achievingCompany goals.

2. Perquisites - in the form of house rent allowance/ accommodation reimbursement ofmedical expenses conveyance telephone leave travel Club Membership Personal MedicalInsurance etc.

3. Retirement benefits - contribution to PF superannuation gratuity etc. as perCompany Rules.

4. Variable payments - performance linked variable pay reflecting short and long termperformance.

5. Motivation /Reward - A performance appraisal is carried out annually and promotions/increments/ rewards are decided by the Managing Director based on their annualperformance.

6. Severance payments - in accordance with terms of employment if any.

Other employees

The remuneration of other employees is fixed from time to time as per the guidingprinciples outlined above and considering industry standards and cost of living. Inaddition to basic salary they are also provided perquisites allowances and retirementbenefits as per schemes of the Company and statutory requirements where applicable.Policy of motivation/ reward/ severance payments are applicable to this category ofpersonnel as in the case of those in the management cadre.

Disclosure of information

Information on the total remuneration of members of the Company's Board of DirectorsWhole Time Directors and KMP/ senior management personnel may be disclosed in theCompany's annual financial statements as per statutory requirements.

Application of the Remuneration Policy

This Remuneration Policy shall continue to guide all future employment of DirectorsCompany's Senior Management including Key Managerial Personnel and other employees. Anydeparture from the policy can be undertaken only with the approval of the Board ofDirectors.

Annexure VI - Particulars of employees

a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

i) Remuneration paid to Whole Time Directors:

Name of the director Title

Remuneration in fiscal 2016 (Rs. in lacs)

Remuneration in fiscal 2015 (Rs. in lacs)

% increase of Remuneration in 2016 as Compared to 2015

Ratio of Remuneration to

to MRE (Excl. WTD) to MRE and WTD (Incl. WTD) Revenues (fiscal 2016) Net profit (fiscal 2016)
Mr. Vijay Agarwal* Chairman & Managing Director 266.29 267.40 (0.42) 109.15 108.84 0.0041 0.30
Mrs. Mona Agarwal* Whole-Time Director 134.60 134.60 0.00 55.17 55.02 0.0021 0.15
Mr. Sorab Agarwal Executive Director 34.88 36.00 (3.11) 14.30 14.26 0.0005 0.04
Mrs. Surbhi Garg Executive Director 41.64 17.80 133.94 17.07 17.02 0.0006 0.05

* Company has applied to Central Government for payment of the remuneration w.e.f. 1 stOctober 2015 as it is excess of maximum permissible remuneration as determined underSection 197 of the Companies Act 2013 read with Schedule V of the Companies Act 2013.

ii) Remuneration paid to Independent Directors:

Name of the director Remuneration in fiscal 2016 (Rs. in lacs) Remuneration in fiscal 2015 (Rs. in lacs) % increase of Remuneration (2016 over 2015)
Mr. Girish Narain Mehra 1.00 1.10 (9.09)
Mr. Subhash Chander Verma 1.60 1.30 23.08
Dr. Amar Singal 1.60 1.30 23.08
Maj. Gen. (Retd.) Dr. Keshav Chandra Agrawal 0.70 0.50 40.00

Note : Independent Directors receive only sitting fees for attending the meeting ofBoard and Committees

iii) Remuneration of other Key Managerial Personnel (KMP):

Ratio of Remuneration to

Name of the KMP Title Remuneration in fiscal 2016 (Rs. in lacs) Remuneration in fiscal 2015 (Rs. in lacs) % increase of Remuneration in 2016 as Compared to 2015 to MRE (Excl. WTD) to MRE and WTD (Incl. WTD) Revenues (fiscal 2016)*** Net profit (fiscal 2016)***
Mr. Raj an Luthra Chief Financial Officer 46.68 41.26 13.13 19.13 19.08 0.0007 0.05
Mr. RS Jhanwer* Head Corporate Affairs & Company Secretary 13.06 2.61 N.A. 5.35 5.34 0.0002 0.01
Mrs. Yashika Kansal** Company Secretary 0.75 N.A. N.A. 0.31 0.31 0.0000 0.00

* For the period 1st April'15 to 11th January2016

** For the period 6th Feb 16 to 31st March 2016

*** Based on Annualized Salary

The Median Remuneration of Employees (MRE) excluding Whole time directors (WTDs) wasRs. 243977 and Rs. 253956 in the fiscal 2016 and 2015 respectively. The decrease in MRE(excluding WTDs) in fiscal 2016 as compared to fiscal 2015 is 3.93%.

The Median Remuneration of Employees (MRE) including Whole time directors (WTDs) wasRs. 244659 and Rs. 255564 in fiscal 2016 and 2015 respectively. The decrease in MRE(including WTDs) in fiscal 2016 as compared to fiscal 2015 is 4.26%.

The number of permanent employees on the rolls of the Company as of March 31 2016 was1062 and March 31 2015 was 975 respectively.

The revenue growth during fiscal 2016 over fiscal 2015 was 6.20% and net profit growthwas 30.51 %. The aggregrate remuneration of employees excluding WTD is increased by 19.40%over the previous fiscal. The aggregrate increase in salary for WTD's and other KMP was5.40% in fiscal 2016 over fiscal 2015. This was based on the recommendation of thenomination and remuneration committee to revise the remuneration as per industry benchmarks.

Our market capitalization increased by 12.90% to Rs. 453 crores as of March 312016from Rs. 401 crore as of March 312015. The price earning ratio was 52.16 as of March312016 which was an increase of 10.85% as compared to March 312015. The closing price ofthe Company's equity share on the NSE and BSE as of March 312016 was Rs. 38.55 and Rs.38.65 respectively.

48.50% increase in the market quotation of the shares in comparison to rate at whichthe company came out with IPO adjusted for splits.

Average remuneration of employees excluding KMP's has increased by 10% in Fiscal 2016.

The Company's variable compensation philosophy for its senior managerial personnel isto ensure it is competitive in Indian markets in which it operates for attracting andretaining the best talent.

Component of remuneration to directors and other KMP's Fixed Salary Bonus Commission Total
As a percentage of revenues for fiscal 2016 0.81% 0.01% Nil 0.82%
As a percentage of net profit for fiscal 2016 60.00% 0.68% Nil 60.68%

During Fiscal 2016 no employee received remuneration in excess of highest paiddirector.

The remuneration of the Directors KMP and other employees is in accordance with theRemuneration Policy of the Company.

b) Information as per Rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

i) Employed throughout the Financial Year 2015-16 with a salary of Rupees Sixty lacs ormore:

Nil

ii) Employed for a part of the Financial Year 2015-16 with an average salary of RupeesFive lacs per month or more:

Nil

Annexure VII to Board's Report

Disclosure pursuant to Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

a) Energy conservation measures taken:

The Company has always been conscious of the need for the conservation of energy andoptimum utilisation of available resources and has been steadily making progress towardsthis end.

The Company has taken lot of initiatives for reduction in power cost by improving theproduction processes. Production process of the company does not require much power.

There is an optimum ratio of glass windows to utilise natural light and properinsulation / ventilation to balance temperature and reduce heat.

During the year the Company has installed solar panel for in-house generation ofpower.

b) Impact of above measures:

The above measures will results in lower energy consumption significant reduction inCarbon emissions and hedge against continuous energy rate increase.

c) Steps in utilisation of alternate source of Energy:

The Company is tapping solar energy.

d) Capital investment on energy conservation equipment's:

Efforts have been made by Company to reduce or optimize the energy requirements at allthe plants. Company encourages capital investment in energy saving equipment's plants ormachinery and this year. Company has spent approximately Rs. 75.40 lacs. The Company plansto invest in additional solar panels in thefinancial year 2016-17.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The efforts made towards technology absorption:

The Company is putting continuous efforts in acquisition development assimilation andutilisation of technological knowledge of its products portfolio. This has enabled theCompany to keep abreast with the latest developments in product technology.

a) RESEARCH AND DEVELOPMENT (R&D)

The Company is having a full-fledged dedicated R&D centres at Jajru Road andDudhola Link Road. Both the centres are continuously engaged in Research and Developmentsactivities related to various products to make them specific to the user's requirement.Our R&D efforts also enable us to achieve economy and efficiency and costeffectiveness in the manufacturing of products.

I) Specific areas in which R&D was carried out by the company during the financialyear 2015-16:

SI. No. Title & Scope of Ongoing & Future R&D Project
1 Development of 25/30 ton 4 Wheel Drive Pick-n-Carry crane (FX250/FX300)
2 Adoption of Cluster in 12XW 14XW 15XW models
3 DI7070-70hp category tractor model 4WD+FEL application
4 Development of Flat Top Tower Crane TC-5040 T/TC-5540 T
5 AF30D with Simpson Engine & Fluid Coupling
6 AF20D with Simpson Engine & Fluid Coupling
7 Fabricated Counter Weight for AF30D
8 AF50D - 5 TON (Automatic Transmission)
9 Fork Rotavator For AF30D
10 Mast 3.0m FFL - AF20D/ AF25E/ AF20E
11 Mast 3.0m STD - AF50D
12 Mast 4.5m FFL-AF50D
13 Mast 4.5m FFL-AF15E
14 Mast 3.0m STD-AF15E
15 Design & Development of Crawler Bulldozer
16 Development of Skid Steer (SS75) for Commercial Market
17 Development of Crawler Crane 40 Ton Capacity
18 Self-propelled truck mounted crane 40 Ton Capacity
19 Design and Development of ACE Rotavator (5 FT 42 Blades) (6 FT 48 Blades) (7 FT 54 Blades)
20 Design & Development of ACE Wheel Harvester
21 60HP 4 Cyl engine implementation
22 Development of DI305NG/25hp/2cyl with NG series engine of ACE
23 Cost reduction in 3PL(point linkage) of 1800 CRE hyd
24 Development of 60hp tractor with sliding mesh transmission
25 75HP Tractor - design and development
26 4WD- Tractor model 40hp45hp50hp & 60hp
27 Design & development of truck mounted full slew crane of 21 T-m lift capacity (AB213)
28 Design & development of truck mounted full slew crane of 16 T-m lift capacity (AB163)
29 Development of Straight Boom Truck mounted crane 15T(SBC-153)
30 Development of Truck mounted crane 202L (Smerch )
31 Design & development of Lorry Loader Crane AB-83

II) Benefits derived as result of the above R&D.

• Upgraded technology to meet international standards of safety.

• Wide range of products to meet the requirements of each class of customer. sIndigenisation of technology and products to reduce dependence on international market. SSimulation evaluation to shorten introduction time of new products.

• Value engineering of products to remain competitive in quality & price.

• Removal of waste from design and manufacturing process.

• Up gradation of existing product and processes.

III) Future plan of action

SI. No. Title & Scope of Ongoing & Future R&D Project
1 Multi speed Transmission 60HP to 90HP Tractors
2 75/90 HP Tractor with multispeed transmission
3 Development of Fixed Tower Crane TC-7054
4 Forklift 40D 30E 100D
5 Mast 6.0m FFL - AF20D/ AF25E/ AF20E
6 Mast 3.6m STD - AF50D Mast 3.6m STD - AF15E Mast 3.6m STD - AF40D
7 Mast 3.0m FFL-AF50D Mast 3.0m STD - AF40D Mast 3.0m FFL-AF40D Mast 3.0m STD-AF100D
8 Mast 4.5m FFL - AF40D Mast 4.5m FFL - AF100D
9 Development of TC 6552 Inner climbing
10 Development of Crawler Crane 25 80 & 100 Ton Capacity
11 Development of Crawler Crane 100 Ton Capacity
12 Self-propelled truck mounted crane 25 Ton Capacity
13 Self-propelled truck mounted crane 30 Ton Capacity
14 Self-propelled truck mounted crane 50 Ton Capacity
15 Self-propelled truck mounted crane 75 Ton Capacity
16 Design and Development of New ACE Power Tiller Proto
17 Development of ACE Laser Leveller and its Testing
18 Development of Higher HP 4 Cylinder Turbocharged Engines with Intercooler (76HP & 90HP)
19 Telehandler attachment for Pick n Carry Cranes

IV) Expenditure on Research & Development

SI. No. Particulars Amount (Rs. in Lacs)
1 Capital Expenditure 9.54
2 Revenue expenditure (Inch Salary to R&D Staff and other related expenditures) 689.06
Total 698.60

b) Details of Imported technology during the last three years reckoned from thebeginning of the financial year.

The Company shall continue its endeavour to adopt technologies for its product range tomeet the requirements of a competitive market.

I) Technology imported with year of import

i) Tower Cranes model no 5013 (2015-16)

ii) Tower Cranes model no 5510 (2015-16)

iii) Crawler Crane model no QUY 25 (2015-16)

iv) Truck Mounted Crane (2015-16)

v) Inner climbing frame (2014-15)

vi) Tower Cranes model no 6520 (2014-15)

vii) Tower Cranes model no 7030 (2014-15)

viii) Inner climbing frame (2013-14)

ix) Tower Cranes model no 6520 (2013-14)

II) Absorption of Imported technologies

The Company has successfully absorbed the imported technology for all the aboveproducts except for truck mounted cranes which is under absorption.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

SI. No. Particulars Amount (Rs. in Lacs)
1 Foreign Exchange Earned 813.94
2 Foreign Exchange Outgo 4675.99

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