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Crane Infrastructure Ltd.

BSE: 538770 Sector: Infrastructure
NSE: N.A. ISIN Code: INE176L01017
BSE LIVE 12:01 | 02 Dec 10.35 0.29
(2.88%)
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.35
PREVIOUS CLOSE 10.06
VOLUME 10
52-Week high 12.27
52-Week low 4.90
P/E 35.69
Mkt Cap.(Rs cr) 7.49
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.35
Sell Qty 490.00
OPEN 10.35
CLOSE 10.06
VOLUME 10
52-Week high 12.27
52-Week low 4.90
P/E 35.69
Mkt Cap.(Rs cr) 7.49
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.35
Sell Qty 490.00

Crane Infrastructure Ltd. (CRANEINFRA) - Director Report

Company director report

To the members

Crane Infrastructure Limited Guntur

The directors submit 7th annual report of Crane Infrastructure Limited alongwith the audited financial statements for the financial year ended March 31 2015.

Financial Results :

Particulars 2014-15 2013-2014
(Rs.InLacs) (Rs.inLacs)
Revenue from 223.77 191.78
Operations & Other Income
Profit/(Loss) Before Interest & Depreciation 63.38 15.75
Interest - -
Depreciation 10.33 15.75
Profit before exceptional and extraordinary items 53.05 35.45
Profit/ (Loss) before Tax 53.05 35.45
Income Tax-(Current Tax) 16.79 10.10
Previous Year Tax - -
Deferred-tax (expenses)/ Income - -
Profit (Loss) after Taxation 36.27 25.35
EPS-Basic 0.5 0.35
EPS-Diluted 0.5 0.35

Dividend :

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency. No dividend is beingrecommended by the Directors for the Financial Year 2014-15.

Transfer to reserves :

The Company proposes to be retained an amount of Rs. 2684939 in the profit and lossaccount.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2015 was Rs. 72420000. TheCompany not issued shares with differential voting rights nor granted stock options norsweat equity.

Company’s performance :

During the Year under review revenue from operations for the financial year 2014-15 at223.77 lacs was higher by 17% over last year (191.78 lacs in 2013-14). Profit after tax(PAT) for the financial year 2014-15 at 36.27 Lacs was higher by 44 %over last year (25.35Lacs in 2013-14)

Opportunities & Industry out Look :

India’s infrastructure sector is poised to grow at 7-8% next year following theforward looking plans and policies of the new government. The strong mandate willstimulate economic growth positive surge by implementing desired policies removal ofbarriers to foreign investment and other initiatives being taken that will boostinfrastructure development and the out look for the sector appears positive. The sectordid lag behind due to delay in land acquisitions and environment clearances. With stronggovernment emphasis on infrastructure development the outlook sector appears to be quiteoptimistic in 2015.

Extract of annual return :

As provided under Section 92(3) of the Act the extract of annual return is given in AnnexureI in the prescribed Form MGT-9 which forms part of this report.

Directors’ responsibility statement :

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively

vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Changes among Directors and key managerial personnel

Appointment of company Secretary

During the year Mr. CS. V.S.Naga Raju Naramsetti Appointed as Company Secretary of thecompany with effect from 01.01.2015

Resignation of Director:

Mr. G. Subba Rao resigned from the office of director due to his old age and personalreasons.

Resignation of Managing Director :

Mr. G.V.S.L.Kantha Rao resigned from the office of Managing director due to hispersonal reasons and he is continued as director of the company.

Appointment of Executive Director :

During the year Mr. K.Praveen Appointed as an Additional Director and he was alsoappointed as Executive director of the company on 30.03.2015.

Appointment of Woman Director :

During the year Mrs. Gradhi Himaja Appointed as an Additional Director of the companyon 30.03.2015.

Appointment of Chief Financial Officer :

Mr. Ch.V.S.S Kishore Kumar director of the company designated as chief FinancialOfficer under section 203 of the companies Act 2013 with effect from 30.03.2015 for aperiod of five years.

Retire by Rotation :

Mr. G.V.S.L. Kantha Rao director liable to retire by rotation under the Articles ofAssociation of the Company in forth coming Annual General Meeting and being eligibleoffer himself for reappointment as Director. The Board recommends his re appointment.

Number of meetings of the board :

Five meetings of the board were held during the financial year 2014-15 on 30.04.201431.07.2014 30.10.2014 31.12.2014 and 30.03.2015 with a gap between not exceeding theperiod of 120 days as prescribed under the Act.

Board evaluation :

Pursuant to the Provisions of the Companies Act 2013 the Board evaluated its ownperformance and the working of its Committees and Independent Directors.

Major implications under companies act 2013 & listing agreement with BSE :

As required by the Companies Act 2013 and as Listing Agreement your Company hasconstituted following committees and their policies namely:

• Audit Committee

• Nomination and Remuneration Committee & Policy

• Reconstitute Stakeholder Relationship Committee

• Prevention of Insider Trading Policy.

All other changes as required by the Act have been in place and we re-affirm ourcommitment to the highest level of Corporate Governance.

Policy on directors’ appointment and remuneration and other details :

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2015 the Board consists of six members two of whom areindependent directors. The Board periodically evaluates the need for change in itscomposition and size.

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of section 178 of the Companies Act2013 adopted by the Board is recommended by the Nomination and Remuneration Committee. Weaffirm that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.

Nomination and Remuneration Committee :

(a) Terms of Reference

During the year the Company had constituted the Nomination and Remuneration Committeeunder Section 178 of the Companies Act 2013. The broad terms of reference are todetermine and recommend to Board Compensation payable to Executive Directors appraisalof the performance of the Managing Directors / Whole-time Directors and to determine andadvise the Board for the payment of annual commission/compensation to the Non-ExecutiveDirector and to recommend to the Board appointment/ reappointment and removal ofDirectors. To frame criteria for determining qualifications positive attributes andIndependence of Directors and to create an evaluation framework for Independent Directorsand the Board.

(b) Composition Meetings and Attendance during the year

The Nomination and Remuneration Committee comprises of total three Non-ExecutiveDirectors in which two are Independent Directors. During the year one Meeting was on31.03.2015 and all members are present at that meeting.

The committee comprises as follows:

1. Mr. M.V.SubbaRao(Chairman)

2. P. Bhaskara Rao –Member

3. G. Himaja- Member

(c) Selection and Evaluation of Directors:

The Board has based on recommendations of the Nomination and Remuneration Committeelaid down following policies:

1. Policy for Determining Qualifications Positive Attributes and Independence of aDirector.

2. Policy for Board & Independent Directors’ Evaluation.

(d) Performance Evaluation of Board Committees and Directors :

Based on the criteria laid down in the Policy for evaluation of Board and IndependentDirectors the Board carried out the annual performance evaluation of Board Committees andthe Independent Directors whereas at a separate meeting Independent Directors evaluatedthe performance of Executive Directors Board as a whole and of the Chairman. Nominationand Remuneration Committee also evaluated individual directors’ performance.

i) As per the said Policy evaluation criteria for evaluation Board inter alia covers:Composition in light of business complexities and statutory requirements; establishment ofvision mission objectives and values for the Company; laying down strategic road map forthe Company & annual plans; growth attained by the Company; providing leadership anddirections to the Company and employees; effectiveness in ensuring statutory compliancesand discharging its duties / responsibilities towards all stakeholders; Identificationmonitoring & mitigation of significant corporate risks; composition of variouscommittees laying down terms of reference and reviewing committee’s working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: levelof skill knowledge and core competence; performance and achievement vis--vis budget andoperating plans; Effectiveness towards ensuring statutory compliances; dischargingduties/responsibilities towards all stakeholders; reviewing/monitoring Executivemanagement performance adherence to ethical standards of integrity & probity;employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity &constructivity while exercising duties; providing independent judgment on strategyperformance risk management and Board’s deliberations; devotion of sufficient timefor informed decision making; exercising duties in bona fide manner; safeguardinginterests of all stakeholders particularly minority shareholders; upholding ethicalstandards of integrity & probity; updating knowledge of the Company & its externalenvironment etc

iv) Committees of the Board are evaluated for their performance based on: effectivenessin discharging duties and functions conferred; setting up and implementation of variouspolicies procedures and plans effective use of Committee’s powers as per terms ofreference periodicity of meetings attendance and participation of committee members;providing strategic guidance to the Board on various matters coming under committee’spurview etc

(e) Remuneration Policy for Directors:

The Committee has formulated Policy for Remuneration of Directors KMP & otheremployees. As per the Policy remuneration to Non-executive Independent Directorsincludes:

(a) Sitting Fees for attending meetings of the Board as well as Committees of the Boardas decided by the Board within the limits prescribed under the Companies Act.

(b) Travelling and other expenses they incur for attending to the Company’saffairs including attending Committee and Board Meetings of the Company.

Remuneration to Executive Directors:

The appointment and remuneration of Executive Directors including Managing DirectorJoint Managing Director and Whole Time Director is governed by the recommendation of theRemuneration and Nomination Committee resolutions passed by the Board of Directors andShareholders of the Company. The remuneration package of Managing Director Joint ManagingDirector and Whole Time Director comprises of salary perquisites allowances and otherretirement benefits as approved by the shareholders at the General Meetings of theCompany.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees. The NonExecutive Directors are paid sitting fees for each meeting of the Board and Committee ofDirectors attended by them.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 forms part of this Report in Annexure -IV. The above information is not being sentalong with this Report to the Members of the Company as per the provision of Section 136of the Companies Act 2013. Members who are interested in obtaining these particulars maywrite to the Managing Director at the Registered Office of the Company. The aforesaidAnnexure is also available for inspection by Members at the Registered Office of theCompany 21 days before the 7th Annual General Meeting and up to the date ofthe Annual General Meeting during the business hours on working days.

There were no employees in the Company as per Rule 5(2) of Chapter XIII the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Statement On Declaration Given By Independent Directors:

During the year under review one meeting of independent directors was held on 30thmarch 2015 in compliance with the requirements of schedule iv of the companies act2013.All the independent directors of the company have declared that they meet thecriteria of independence in terms of section 149(6) of the companies act 2013 and thatthere is no change in status of independence

Auditors :

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderUmamaheswara Rao & Co. Chartered AccountantsGuntur retiring auditors are eligiblefor re appointment as Statutory Auditors of the company for the financial year 2015-16.

Auditors’ report and secretarial auditors’ report :

The auditors’ report and secretarial auditors’ report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. K. Srinivasa Rao & Co Company SecretariesGuntur to conduct the Secretarial Audit of the Company for the financial year ended March31st 2015. There were no qualifications reservations or adverse remarks givenby Secretarial Auditors of the Company. The detailed reports on the Secretarial Standardsand Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report.

Risk management :

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.

Particulars of loans guarantees and investments :

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in AnnexureII in Form AOC-2 and the same forms part of this report.

Corporate social responsibility

Your Directors are pleased to inform that the provisions of section 135 of the Actread with Companies (Corporate Social Responsibility Policy) Rules 2014 are notapplicable to the Company.

Audit committee

A. Brief description of terms of reference

The Terms of Reference of this committee cover the matters specified for AuditCommittee under Section 177 of the Companies Act 2013 and as follows: a. Oversight ofthe Company’s financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct sufficient and credible.

b. Recommending the appointment and removal of external auditor fixation of audit feeand also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to theBoard focusing primarily on:

• Any changes in accounting policies and practices

• Major accounting entries based on exercise of judgment by management

• Qualifications in draft Auditors’ Report

• Significant adjustments arising out of audit

• The going concern assumption

• Compliance with stock exchange and legal requirements concerning financialstatements

• Any related party transactions i.e. transactions of the company of materialnature with promoters or the management their subsidiaries or relatives etc. that mayhave potential conflict with the interests of the Company at large.

d. Reviewing the adequacy of internal audit function including the structure of theinternal audit department staffing and seniority of the official heading the departmentreporting structure coverage and frequency of internal audit.

e. Discussion with internal auditors of any significant findings and follow up thereon.

f. Reviewing the findings of any internal investigations by the internal auditors intomatters where is suspected fraud or irregularity or a failure of internal control systemsof a material nature and reporting the matter to the board g. Discussion with externalauditors before the audit commences the nature and scope of audit as well as have postaudit discussion to ascertain any area of concern.

h. Reviewing the Company’s financial and risk management policies.

i. Reviewing with the management external and internal auditors and the adequacy ofinternal control systems.

j. Other matters as assigned/specified by the Board from time to time.

B. Composition Meetings and Attendance during the year :

During the year the Audit Committee was constituted under Section 177 of the CompaniesAct 2013 and its meetings and attendance shall be as per the terms of reference ason 31st March 2015.

The Audit Committee comprises of Two Independent cum Non-Executive Directors and OneNon- Executive Director (Woman Director). The committee comprises as follows:

1. Mr. P.Bhaskara Rao (Chairman)

2. Mr. M.V.Subba Rao(Member)

3. Mrs. G.Himaja (Member)

Stakeholders’ relationship committee :

The Company had a shareholders / investors grievance committee of directors to lookinto the redressal of complaints of investors such as transfer or credit of sharesnon-receipt of dividend /notices / annual reports etc. The nomenclature of the saidcommittee was changed to stakeholders’ relationship committee in the light ofprovisions of the Act.

The composition of the Stakeholders’ Relationship Committee and the details ofmeetings attended by its members are given below

As on 31.03.2015 the Stakeholders’ relationship Committee comprises of OneIndependent cum Non-Executive Director P.Bhaskara Rao (appointed with effect W.e.f.30.03.2015) and One Non- Executive Director G.Himaja (appointed with effect W.e.f.30.03.2015) and One Non Executive Director (Mr.G.V.S.L.Kantha Rao) during the year Mr. G.Subba Rao resigned as Member of the committee w.e.f. 30.03.2015.

Two meetings of the stakeholders’ relationship committee was held during the Yearon 31st December 2014 and 30th March 2015.

Deposits from public :

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

Internal financial control systems and their adequacy :

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company’s internal financial controls were adequate and effective during thefinancial year 2014-15.

Conservation of energy technology absorption foreign exchange earnings and outgo

Conservation of energy :

CIL continues to work on reducing carbon footprint in all its areas of operationsthrough initiatives like

(a) green infrastructure

(b)Procurement of renewable energy through onsite solar power generating units. CILcontinues to add LEED certified green buildings to its real estate portfolio.

Technology absorption adaption and innovation :

The Company continues to use the latest technologies for improving the productivity andquality of its services.

Foreign exchange earnings and outgo :

Your Company does not have foreign exchange earnings and outgo Export in financial year2014-15.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report :

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

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status of the company.

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

Prevention of Sexual Harassment Of Women At Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act’) and Rules made there under yourCompany has constituted Internal Complaints Committees (ICC).The Company. No complaintswere received in this regard during the year.

Human resources :

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

Report Corporate Governance :

Your Directors are pleased to inform that as per SEBI Amended Circular No.CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 compliance with the provisions ofClause 49 of Listing Agreement shall not be mandatory for the Company.

Listing : During the year your company listed in Bombay Stock Exchange (BSE)Mumbai.

Vigil Mechanism :

The company has set up vigil mechanism to enable the employees and directors to reportgenuine concerns and irregularities if any in the company noticed by them.

Prevention Of Insider Trading :

During the financial year your Company has adopted a Code of Conduct for Prevention ofInsider Trading with a view to regulate in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany’s shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. All Board Directors and the designated employees have confirmed compliance withthe code.

SCORES :

SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3 2011 informed the company thatthey had commenced processing of investor complaints in a web based complaints redresssystem "SCORES". Under this system all complaints pertaining to companies areelectronically sent through SCORES and the companies are required to view the complaintspending against them and submit Action Taken Report (ATRs) along with supporting documentselectronically in SCORES.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF). .

Acknowledgement :

The directors thank the Company’s employees customers vendors investors andacademic institutions for their Continuous support. The directors also thank thegovernment of various countries government of India the governments of various states inIndia and concerned government departments / agencies for their co-operation. Thedirectors appreciate and value the contributions made by every member of the CraneInfrastructure Limited.

for and on behalf of the board
for Crane Infrastructure Ltd
Sd/- Sd/-
Place: Guntur (G.V.S.L. Kantha Rao) (K.Praveen)
Date: 10.08.2015 Director Executive Director
(Din: 01846224) (Din: 07143744)

Annexure:III

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

M/s. Crane Infrastructure Ltd

Guntur

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Crane Infrastructure Ltd(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/ The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 – (Not applicable to theCompany during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the Audit Period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period).

(vi) The Company has identified the following laws as specifically applicable to theCompany:

1. Transfer of Property Act 1882

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with the Stock Exchanges inIndia.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there are no specific events/ actionshaving a major bearing on the Company’s affairs in pursuance of the laws rulesregulations guidelines standards etc referred to above.

For K. Srinivasa Rao & Co.
Company Secretaries.
Place: Guntur K. Srinivasa Rao Partner
Date: 10th August 2015 FCS. No. 5599/ C. P. No: 5178

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

‘ANNEXURE A’

To

The Members

M/s Crane Infrastructure Ltd

Guntur

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

7. The Company shares are listed in the BSE on 27.02.2015 and hence our report iscovered for the period from 27.02.2015 to 31.03.2015.

For K. Srinivasa Rao & Co.
Company Secretaries.
Place: Guntur K. Srinivasa Rao Partner
Date: 10th August 2015 FCS. No. 5599/ C. P. No: 5178

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