|BSE: 522001||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE608B01010|
|BSE LIVE 15:15 | 09 Dec||11.73||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||7.04|
|Mkt Cap.(Rs cr)||7.04|
Cranex Ltd. (CRANEX) - Director Report
Company director report
The Directors have pleasure in presenting the 40th Annual Report on the business andoperations of the Company together with the financial results for the period ended 31stMarch 2015.
Financial results are presented in the table below:
The above figures have been regrouped /reclassified as necessary as per the RevisedSchedule VI of the Companies Act 2013. The financial figures given in the attachedBalance Sheet and Profit & Loss A/c have also been regrouped /reclassified asnecessary.
The overall performance for the financial year ended 31st March 2015 was satisfactory.The profits of company earned during the year were amounted to Rs. 4210660/-. Howeveryour Directors are confident that the company will do much better in future and trying itslevel best to further improve its performance.
Keeping in view the present financial position of the company your Directors do notrecommend any dividend for the year ended 31st March 2015.
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. they have 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 at the end of the financial year and of the profitof the Company for that period;
iii. they have 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. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in website of company.
INTERNAL FINANACIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company's internal financial controlsystem also comprises due compliances with Company's policies and Standard OperatingProcedures (SOPs) and audit and compliance by in-house Internal Audit Divisionsupplemented by internal audit checks from M/s. Kudsia & Associates ChartedAccountants the Internal Auditors. The Internal Auditors independently evaluate theadequacy of internal controls and concurrently audit the majority of the transactions invalue terms. Independence of the audit and compliance is ensured by direct reporting ofInternal Audit Division and Internal Auditors to the Audit Committee of the Board.
NUMBER OF MEETINGS OF THE BOARD
Eight 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.
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.
As at March 31 2015 the Audit Committee comprised of Two Independent Directorsnamely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and one Non-Executive Directornamely Mr. Amitabh Agrawal. Mr. Maman Chand Jain is the Chairman of the Audit Committee.All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
As at March 31 2015 the Nomination and Remuneration Committee comprised of TwoIndependent Directors namely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and oneNon-Executive Director namely Mr. Amitabh Agrawal. Mr. Maman Chand Jain is the Chairmanof the Nomination and Remuneration Committee.
Stakeholders Relationship Committee
As at March 31 2015 the Stakeholders Relationship Committee comprised of TwoIndependent Directors namely Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and oneNon-Executive Director namely Mr. Amitabh Agrawal. Mr. Ashwani Kumar Jindal is theChairman of the Stakeholders Relationship Committee.
Risk Management Committee
As at March 31 2015 the Risk Management Committee comprised of One Whole TimeDirectors namely Mr. Chaitanya Agrawal and one Non-Executive Director namely Mr. AmitabhAgrawal. Mr. Chaitanya Agrawal is the Chairman of the Risk Management Committee.
As at March 31 2015 the Management Committee comprised of one Executive Directornamely Mr. Suresh Chandra Agrawal one Managing Director namely Mr. Piyush Agrawal oneWhole Time Directors namely Mr. Chaitanya Agrawal and one Independent Director Mr.Ashwani Kumar Jindal. Mr. Piyush Agrawal is the Chairman of the Management Committee.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure I in the prescribed Form MGT-9 which forms part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 Annexure II.There are no employees who are drawing remuneration in excess of the limits as set out inprovisions of Section 197(12) of the Act and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontributions to the provident fund are charged to the statement to the profit and lossfor the year when the contributions are due.
Pending determination of liability for gratuity payable no provision has been made inthe accounts for expenses of gratuity. The expenditure on account of gratuity is accountedin the year of payment. On account of non provision of gratuity payable the profit hasbeen over stated but the same cannot be quantified in absence of exact amount payableunder this account
CODES STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
Your Company has adopted a Code of Conduct for its Board of Directors and the SeniorManagement Personnel. The Code requires the Directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner. Duringthe year under review the Code of Conduct was revised as per the revised Clause 49 of theListing Agreement. A Chief Financial Officer with regard to compliance with the said codeforms part of this Annual Report.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The primary objective of the said Policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
NOMINATION REMUNERATION & EVALUATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section178 of Companies Act 2013 andClause 49 of the Listing Agreement. The details of the same are provided in CorporateGovernance Report forming part of this Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
Cranex Limited has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements ofListing Agreement with the Stock Exchanges a Risk Management Committee was constituted bythe Board of Directors in its meeting held on 14th November 2014 with the responsibilityof preparation of Risk Management Plan reviewing and monitoring the same on regularbasis to identify and review critical risks on regular basis to update Risk Register onquarterly basis to report key changes in critical risks to the Board on an ongoing basisto report critical risks to Audit Committee in detail on yearly basis and such otherfunctions as may be prescribed by the Board.
Further the Company identifies risks and control systems are instituted to ensurethat the risks in each business process are mitigated. The one Chief Risk Officer (CRO)Mr. Ajay Pradhan is responsible for the overall risk governance in the Company and reportsdirectly to the Risk Management Committee which consists of various functional heads. TheBoard provides oversight and reviews the Risk Management Policy on a quarterly basis.
In the opinion of the Board there has been no identification of elements of risk thatmay threaten the existence of the Company.
DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM
The Company has established a vigil mechanism and formulated Whistle-Blower Policy inthe meeting of Board of Directors held on held 14th November 2014 through whichDirectors employees and business associates may report unethical behavior malpracticeswrongful conduct fraud violation of Company's code of conduct without fear of reprisal.The Company has set up a Direct Touch initiative under which all Directors employeesbusiness associates have direct access to the Chairman of the Audit Committee and also toa three-member direct touch team established for this purpose. The direct touch teamcomprises one senior woman member so that women employees of the Company feel free andsecure while lodging their complaints under the policy. Further information on the subjectcan be referred in Corporate Governance Report.
SECRETARIAL AUDITORS AND THEIR REPORTS
M/s PARVEEN RASTOGI & CO. Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2014-15 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed FormMR- 3 is attached as 'Annexure III' and forms part of this report. There are noqualifications or observations or other remarks of the Secretarial Auditors in the Reportissued by them for the financial year 2014-15 which call for any explanation from theBoard of Directors.
STATUTORY AUDITORS AND THEIR REPORTS
M/s. P.D. Mittal & Co. Chartered Accountants have been appointed as StatutoryAuditors of the Company to hold office from the conclusion of 39th Annual General Meetinguntil the conclusion of 42th Annual General Meeting of the Company to be held in 2017subject to ratification of the appointment by the Members at every subsequent AnnualGeneral Meeting as per the provisions of Companies Act 2013.
There is one observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report i.e. "accounting standards 22-provision of deferred tax liability either for the current year or in respect of thepast". For this the Board would like to inform that the Company has not createdprovision of deferred tax liability since it will not lead any major financial impact.Further the notes to accounts referred to in the Auditor's Report are self-explanatory.
TRANSACTIONS WITH RELATED PARTIES
Related party transactions entered during the financial year under review are disclosedin Note No.30 of the Financial Statements of the company for the financial year endedMarch 31 2015. These transactions entered were at an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions with the Company's Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company. Form AOC-2containing the note on the aforesaid related party transactions is enclosed herewith asAnnexure-IV.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
EMPLOYEES STOCK OPTION SCHEME
During the year under review the Company has not allotted any shares under EmployeeStock 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.
As per Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with auditors' certificate thereon and management discussionand analysis are attached which form part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are as follows:
A. Conservation of Energy
a) Energy conservation measures taken :
The Company has always been conscious of the need for the conservation of energyand optimum utilisation of available resources and has been steadily making progresstowards this end.
The company has taken lot of initiatives for reduction in power cost byimproving the production processes. Production process of the company does not requiremuch power.
There is an optimum ratio of glass windows to utilise natural light and properinsulation / ventilation to balance temperature and reduce heat.
b) Impact of above measures :
The above measures will results in lower energy consumption significantreduction in Carbon emissions and hedge against continuous energy rate increase.
B. Technology Absorption Adaptation And Innovation
The company has successfully absorbed the technology for the development of various newmodels of the cranes. Your company is constantly improving its technology to match worldstandards which is reflected in the new orders being received from very quality consciouscustomers.
C. Foreign Exchange Earnings and Outgo
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year as stipulated under Clause 49 of theListing Agreement is separately given and forms part of this Annual Report provides a moredetailed 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 Clause 49 of the Listing Agreement is separately given andforms part of this Annual Report. The requisite certificate from a Practicing CompanySecretary confirming compliance of the conditions of Corporate Governance is attached tothe Report on Corporate Governance.
Mr. Piyush Agrawal Director of the Company retires by rotation and being eligibleoffers himself for reappointment. Your directors solicit your approval for hisreappointment as a director of the Company.
Mr. Anil Jain has resigned from the post of Independent Director w.e.f. 15th December2014
KEY MANAGERIAL PERSONNELS
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
During the year under review Mr. Birendra Kumar has resigned from the post of CompanySecretary w.e.f. 31.08.2014. Ms. Khushboo Verma was appointed as Company Secretary of theCompany w.e.f. 31.08.2014 and as Key Managerial Personnel w.e.f. 06.09.2014.
Mr. Chaitanya Agrawal was appointed as a Chief Financial officer & Key ManagerialPersonnel of the of the Company w.e.f. 24.04.2015 under section 203 of the Companies Act2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
CAPITAL STRUCTURE AND LISTING OF SHARES
The paid up equity share capital as on 31st March 2015 was Rs. 60000000/- (Rupees SixCrores). There was no public issue rights issue bonus issue or preferential issue etc.during the year. The Company has not issued shares with differential voting rights sweatequity shares nor has it granted any stock options
The Company's shares are listed on the Bombay Stock Exchange Limited (BSE) and areactively traded. The company has paid the listing fees to Bombay Stock Exchanges for theyear 2015-16.
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.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of Employees have enabled the Company atgood position in the industry. It has taken various steps to improve productivity acrossorganization.
Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.
ANNEXURES TO THE DIRECTOR'S REPORT
Information pursuant to companies (Disclosures of Particulars in Report of Board ofDirectors) Rules 1988 forming part of the Report of the Directors:
Form No. MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015 [Pursuantto section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Managementand Administration) Rules 2014] I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-NIL
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding
ii. Sh are h oldin g of Prom oters
iii. C h an g e i n Prom oters' Sh areh ol di n g
iv. Shareholding Pattern of top ten Shareholders:
(other than Directors Promoters and Holders of GDRs and ADRs):
*Not in the top ten shareholders as on 01.04.2014
v. Shareholding of Directors and Key Managerial Personnel:
V. IND EBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and Company Secretary
B. Remuneration to other directors:
Annexure-A of Form MGT-9
Details of Increase / (Decrease) in Share Holding of Mr. Piyush Agrawal:
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of subsection 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 2014-15
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
The Members CRANEX LIMITED
9 DDA MARKET KATWARIA SARAI NEW DELHI-110016
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CRANEX LIMITED (hereinaftercalled the "Company") having CIN L74899DL1973PLC006503 Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances 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 31st March 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
We have examined the books papers minute books forms returns filed and otherrecords maintained by CRANEX LIMITED for the financial year ended on 31st March 2015according to the provisions of:
(i) The Companies Act 1956 & The Companies Act 2013 (the Act) and the rules madethereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(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
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 (Not Applicable to the Company during theAudit period as the Company has not issued Employee Stock Option Scheme and Employee StockPurchase Scheme);
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 as the Company hasnot issued any Debt Instruments/securities);
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not Applicable to the Company during the Audit period); and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not Applicable to the Company during the Audit period);
(vi) As informed to us the following other Acts/laws specifically applicable to thecompany are under:
1. Provident Fund Act 1952
2. The Employees State Insurance Act 1948
3. Labour Welfare Fund Act
4. Contract Labour (Regulation and Abolition) Act 1970
5. Professional Tax Act
6. Payment of Gratuity Act 1972
7. Payment of Bonus Act 1965
8. Minimum Wages Act 1948
9. Payment of Wages Act 1936
10. Maternity Benefit Act 1961
11. Equal Remuneration Act 1976
12. Employee Compensation Act 1923
13. Employee Exchange Act 1959
15. Trade License Act
16. State VAT & CST
17. Income Tax Act 1961
18. Service Tax Act 1994
19. Companies (Auditors' Report) Order 2015
20. Legal Metrology Act 2009
21. The Factories Act 1948
22. The Central Excise Act 1985
23. The Custom Act 1962
We have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India.(Not applicable to the Company during the Audit Period)
The Listing Agreement entered into by the Company with Bombay Stock ExchangeLimited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
In respect of other laws specifically applicable to the Company We have relied oninformation/records produced by the Company during the course of our audit and thereporting is limited to that extent.
We further report that:
The Board of Directors of the Company is duly constituted subject to the abovementioned observations. The changes in the composition of the Board of Directors that tookplace during the period under review were carried out in compliance with the provisions ofthe 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 meetings.
As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.
We further report that there is a scope to improve the systems and processes in thecompany and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines.
We further report that:
There are adequate systems and processes in the company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.
There was no prosecution initiated against or show cause notice received by thecompany during the year under review.
We further report that during the audit period there were no instances of:
Public / Right / Preferential issue of shares/ debentures / sweat equity.
Redemption / buy-back of securities.
Major decisions taken by the members in pursuance to section 180 of theCompanies Act 2013
Merger / amalgamation / reconstruction etc.
Foreign technical collaborations.
This report is to be read with our letter of even date which is annexed as 'Annexure-A'and forms an integral part of this report.
' Annexure A'
Th e M e m bers
9 DDA MARKET KATWARIA SARAI NEW DELHI-110016
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 of 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.
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 of effectiveness with which the management has conductedthe affairs of the company.
ANNEXURE-I FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
*NOTE: The details of names nature of relations ship; nature of such contracts /arrangements / transactions are disclosed in Note No.23 of the Financial Statements.