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Action Construction Equipment Ltd.

BSE: 532762 Sector: Engineering
NSE: ACE ISIN Code: INE731H01025
BSE 00:00 | 10 May 144.15 2.50
(1.76%)
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142.10

HIGH

147.05

LOW

139.65

NSE 00:00 | 10 May 144.75 3.00
(2.12%)
OPEN

144.00

HIGH

147.35

LOW

139.45

OPEN 142.10
PREVIOUS CLOSE 141.65
VOLUME 17354
52-Week high 175.95
52-Week low 41.50
P/E 29.72
Mkt Cap.(Rs cr) 1,636
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 142.10
CLOSE 141.65
VOLUME 17354
52-Week high 175.95
52-Week low 41.50
P/E 29.72
Mkt Cap.(Rs cr) 1,636
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Action Construction Equipment Ltd. (ACE) - Director Report

Company director report

Dear Members

The Directors are pleased to present the 25th Annual Report on the businessand operation of the Company together with Audited Statement of Accounts for the financialyear ended March 31 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Rs in Crores
PARTICULARS FY 2018-19 FY 2017-18
Revenue from operations 1342.49 1098.64
Other Income 9.71 7.94
Total Income 1352.20 1106.58
Profit Before Depreciation Finance costs 107.62 100.07
Exceptional Items and Tax
Less: Depreciation and amortization expenses 11.75 11.93
Less: Finance Costs 11.52 13.53
Profit before exceptional items and Tax 84.34 74.61
Less: Exceptional items - -
Profit Before Tax 84.34 74.61
Less: Tax expense 28.18 21.98
Profit After Tax 56.16 52.63
Other Comprehensive income for the year (net of tax) (0.01) 0.03
Total Comprehensive income for the year 56.15 52.66

FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS)

The brief highlights of the Company's performance (standalone) during the financialyear 2018-19:

• Total revenue from operations increased to Rs 1342.49 crores as against Rs1098.64 crores in the previous year - a growth of 22.20%.

• Profit before Interest Depreciation Amortization Exceptional Items & Taxfor the current year is Rs 107.62 crores against Rs 100.07 crores in the previous year-agrowth of 7.54%.

• Profit Before Tax (PBT) and Profit After Tax (PAT) for the current year are Rs84.34 crores and Rs 56.16 crores respectively against Rs 74.61 crores and Rs 52.63 croresin the previous year - a growth of 13.04% and 6.70% respectively.

• Earnings per share is Rs 4.79 for the year under review.

STATE OF COMPANY'S AFFAIRS

The Financial Year 2018-19 was a significant year in terms of growth and sustainabilityand the Company has been able to clock the highest ever turnover in the history of theCompany during this financial year.

Due to steep increase in the steel prices and other operating costs operating margindeclined. To mitigate the impact of the rise in raw material process your Company hasincreased the prices of its products.

Your Company has taken steps to mitigate the effects of increasing cost and is workingtowards increasing the margins.

With a stable government at the Centre we expect a renewed thrust on infrastructuredevelopment through the construction of roads metro rail projects airports renovationetc. This augurs well for your Company ACE with its strategic expansion of it cranescapacity in FY 2018-19 and its diversified product portfolio and is positioned toparticipate in the growth story of a rising India.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financialyear ended March 31 2019.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review your Company transferred a sum of Rs 11.04 crores to theCapital Redemption Reserve (Previous Year Rs 13.13 crores) out of retained earnings. Theclosing balance of the retained earnings of the Company for FY 2019 after allappropriation and adjustments was Rs 204.94 crores.

DIVIDEND

The Board has recommended a final dividend of Rs 0.50 i.e. (25%) per equity share forthe financial year ended March 31 2019. The payment of dividend is subject to theapproval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

For the financial year 2018-19 the preference shareholders have foregone their rightsto receive dividend on 8% cumulative Non-Participating Redeemable Preference Shares of Rs10/- each amounting '1.20 crores. For details thereof kindly refer note no. 37 ofstandalone financial statement.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2019 stood at Rs 23.46 crores. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

BUY BACK OF EQUITY SHARES DURING FY 2019-20

Pursuant to the provisions of Sections 68 69 70 and all other applicable provisionsif any of the Companies Act 2013 as amended ("the Act") and applicable rulesthereunder and the

provisions of the Buyback Regulations Articles of Association of the Company theBoard of Directors of the Company at their meeting held on May 16 2019 approved thebuyback of the Company's fully paid-up equity shares of the face value of Rs 2 (Two) eachfrom its shareholders/beneficial owners other than those who are promoters or the personsin control of the Company and promoter group from the open market through stock exchangemechanism i.e. using the electronic trading facilities of the BSE Limited("BSE") and the National Stock Exchange of India Limited ("NSE")where the Equity Shares are listed for a total amount not exceeding Rs 34.25 crores(Rupees Thirty Four Crores Twenty Five Lakhs only) (the "Maximum Buyback Size")and at a price not exceeding Rs 125/- (Rupees One Hundred Twenty Five only) per EquityShare ("Maximum Buyback Price").

Timetable for buyback shall be as under:

Activity Date
Date of receipt of Board approval May 16 2019
Date of publication of the Public Announcement May 20 2019
Date of commencement of the Buyback May 23 2019
Last Date for the Earliest of:
Buyback (a) November 22 2019 (that is 6 months from the date of the opening of the Buyback); or
(b) when the Company completes the Buyback by deploying the amount equivalent to the Maximum Buyback Size; or
(c) at such earlier date as may be determined by the Board or the Buyback Committee after giving notice of such earlier closure subject to the Company having deployed an amount equivalent to the Minimum Buyback Size (even if the Maximum Buyback Size has not been reached or the Maximum Buyback Shares have not been bought back) however that all payment obligations relating to the Buyback shall be completed before the last date for the Buyback.

REDEMPTION OF PREFERENCE SHARES

During the year the Company has redeemed 11043876 8% cumulative non-participatingredeemable preference shares

of Rs 10 each ('Preference share') on January 24 2019.

Further on April 29 2019 the Company has redeemed all its remaining 6043876preference shares. As on date of Board's Report the Company has no preference sharescapital.

CHANGE IN THE ISSUED SUBSCRIBED AND PAID-UP SHARE CAPITAL

Pursuant to the redemption of preference shares of the Company the Issued Subscribedand Paid-up capital of the Company has been reduced. As on date of Board's Report theIssued Subscribed and Paid-up capital of the Company is Rs 23.46 crores.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of IndiaLtd. (NSE) and BSE Limited (BSE). The listing fee for the year 2019-20 has already beenpaid to both the Stock Exchanges.

Company's 8% cumulative non-participating redeemable preference shares were not listedon any of the Stock Exchange(s).

CREDIT RATING

During the year Company has entered into an agreement with ICRA Limited for rating onbanking facilities; accordingly ICRA has assigned the following rating:

Long Term Rating [ICRA]AA- (pronounced ICRA double A minus) with a Stable outlook.
Short Term Rating [ICRA]A1+ (pronounced ICRA A one plus).

Further the Company has surrendered the credit rating assigned by CRISIL which wasvalid up to March 31 2019.

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.

DISCLOSURES RELATING TO MERGER SUBSIDIARY COMPANY/IES AND CONSOLIDATED FINANCIALSTATEMENTS

Hon'ble National Company Law Tribunal Chandigarh Bench ('NCLT') vide its order datedFebruary 20 2019 and Supreme Court of Mauritius vide its order dated September 03 2018have approved the Scheme of Amalgamation of Frested Limited a Mauritian entity and whollyowned subsidiary of Action Construction Equipment Limited ('the Company or 'ACE') with theCompany as per the provisions of Section 230-232 & 234 of the Companies Act 2013("Scheme") accordingly Frested Limited stand transferred/merged into and withACE with effect from appointed date of scheme i.e. January 01 2018. The entire issuedsubscribed and paid up share capital of the Frested

Limited has been cancelled and no shares were issued to the shareholders of FrestedLimited since it was a wholly owned subsidiary of the Company.

Further by virtue of approval of this scheme SC Forma SA Botosani Romania(subsidiary of Frested Limited with 89.50% shareholding) has become direct Subsidiary ofthe Company.

As on March 31 2019 the company has only one subsidiary i.e. SC Forma SA BotosaniRomania.

In accordance with Section 129(3) of the Companies Act 2013 regulations 33 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and applicableAccounting Standards the Company has prepared consolidated financial statements of theCompany and its subsidiary/ies which form part of the Annual Report. For details pleaserefer the Consolidated Financial Statements.

A statement containing the salient features of the financial statement/highlights ofperformance of our subsidiary/ies in the prescribed Form AOC-1 is attached as Annexure-Ito this Report.

There are no associates and Join Ventures companies within the meaning of Section 2(6)of the Companies Act 2013 (Act) and there has been no material change in the nature ofthe business of the subsidiary/ies.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and accounts of each of its subsidiary/ies are available on our website atwww.ace-cranes.com. These documents will also be available for inspection during businesshours at our registered office.

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

BOARD OF DIRECTORS

During the year on the recommendation of Board the members of the Company in their 24thAnnual General Meeting held on

September 28 2018 at 11:30 a.m. at Aravali Golf Club New Industrial Town (NIT)Faridabad Haryana-121001 have approved the re-appointments of following Directors fornext five years w.e.f. October 01 2018:

1. Mr. Vijay Agarwal as Chairman & Managing Director;

2. Mrs. Mona Agarwal as Whole-Time Director designated as Executive Director;

3. Mr. Sorab Agarwal as Whole-Time Director designated as Executive Director.

As per regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('LODR') as amended vide SEBI (LODR) (Amendment) Regulations 2018effective from April 01 2019 the members of the Company had approved through the postalballot/e-voting the continuation of Directorships of Mr. Girish Narain Mehra (IAS Retd.)Mr. Keshav Chandra Agrawal and Mr. Subhash Chander Verma as Independent Directors afterApril 01 2019 till the expiry of their respective tenure i.e. upto September 24 2020.

In accordance with the provisions of Companies Act 2013 (hereinafter referred as"the Act") and Articles of Association of the Company Mrs. Surbhi Garg (DIN:01558782) Whole-Time Director will retire by rotation at the ensuing AGM and beingeligible offers herself for re-appointment.

The Board of Directors in their meeting held on May 16 2019 has recommended there-appointment and remuneration of Mrs. Surbhi Garg (DIN: 01558782) as Whole-TimeDirector for a further period of 5 years w.e.f. April 01 2020 subject to the approval ofthe shareholders in the ensuing Annual General Meeting (AGM). Her re-appointment isappropriate and will be in the best interest of the Company.

The brief resumes and other details relating to the Directors who are proposed to beappointed/ re-appointed as required to be disclosed under the Companies Act 2013/ListingRegulations will be given as Annexure-A to the Notice of the 25th AGM.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed under sub-section(6) of Section 149 of the Act and under Regulation 16(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred as "the ListingRegulations").

During the year none of the Directors of the Company have resigned from the post ofDirectorship of the Company.

KEY MANAGERIAL PERSONNELS (KMP)

Pursuant to the provisions of Section 203 of the Companies Act 2013 read with Rulesmade thereunder following are designated as Key Managerial Personnel (KMP) of the Company:

• Mr. Vijay Agarwal Chairman & Managing Director;

• Mrs. Mona Agarwal Whole-Time Director;

• Mr. Sorab Agarwal Whole-Time Director;

• Mrs. Surbhi Garg Whole-Time Director;

• Mr. Rajan Luthra Chief Financial Officer (CFO); and

• Mr. Anil Kumar Company Secretary & Compliance Officer. NUMBER OF BOARDMEETINGS

During the financial year 2018-19 four (4) Board Meetings were held. For detailsthereof kindly refer to the Corporate Governance Report forming part of this AnnualReport.

ANNUAL GENERAL MEETING

During the financial year 2018-19 24th Annual General Meeting of theCompany was held on September 28 2018 at 11:30 a.m. at Aravali Golf Club New IndustrialTownship (NIT) Faridabad Haryana-121001.

MEETINGS OF EQUITY SHAREHOLDERS SECURED CREDITORS AND UNSECURED CREDITORS FOR APPROVALOF THE SCHEME OF AMALGAMATION.

During the year pursuant to the order dated May 04 2018 passed by Hon'ble NCLTChandigarh Bench the separate meetings of Equity Shareholders Secured Creditors andUnsecured Creditors of the Company were held at Aravali Golf Club New Industrial Township(NIT) Faridabad Haryana-121001 on Saturday June 23 2018 at 10:00 a.m. 11:00 a.m. and12:00 p.m. IST respectively for approval of the Scheme of Amalgamation between FrestedLimited and Action Construction Equipment Limited and their respective Shareholders andCreditors ('Scheme').

POSTAL BALLOT

The Board of Directors of the Company have vide resolution passed on February 12 2019conducted the process of voting through Postal Ballot under the provisions of Section 108and 110 of the Companies Act 2013 read with Rule 20 and Rule 22 of the Companies(Management and Administration) Rules 2014 as amended on the Special Resolutions as setout below for obtaining the members approval:

1. To continue the appointment of Mr. Girish Narain Mehra (DIN: 00059311) IndependentDirector for the remaining period of his term i.e. till September 24 2020.

2. To continue the appointment of Mr. Keshav Chandra Agrawal (DIN: 00098143)Independent Director for the remaining period of his term i.e. till September 24 2020.

3. To continue the appointment of Mr. Subhash Chander Verma (DIN: 00098019)Independent Director for the remaining period of his term i.e. till September 24 2020.

On the basis of the Scrutinizer's report results of the Postal Ballot/e-voting weredeclared on Saturday March 30 2019 at 11:30 a.m. The Resolutions were approved by therequisite majority and deemed to have been passed on Saturday March 30 2019.

COMMITTEES OF THE BOARD

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

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-Executive Directors (by way of sitting fees) KeyManagerial Personnel Senior Management and other employees. The policy also provides thecriteria for determining qualifications positive attributes and Independence of Directorand criteria for appointment of Key Managerial Personnel / Senior Management andperformance evaluation. The above policy has been posted on the website of the Company atwww.ace-cranes.com under investor relation section.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause(c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors hereby confirm that they:

i) Have followed in the preparation of Annual Accounts for the financial year 2018-19the 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 March 31 2019 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) Have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and

vi) Have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system are adequate and operating effectively.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act 2013 and Regulation 25 (3) of SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended Independent Directors at their separate meeting without participationof the Non-Independent Directors and Management have considered and evaluated the Board'sperformance and performance of the Chairman and NonIndependent 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 the IndependentDirectors (without participation of the relevant Director). The Board has carried out theannual evaluation of its own performance and that of its Directors individually. Theevaluation criteria as approved by the Nomination and Remuneration Committee includedvarious aspects of the functioning of Board such as composition process and proceduresincluding adequate and timely information attendance decision making roles andresponsibilities 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.

STATUTORY AUDITORS

As per provisions of Section 139(1) of the Act the Company has appointed M/s BRAN& Associates Chartered Accountants (Firm Regn. No. 014544N) as Statutory Auditors ofthe Company for a period of 5(Five) years (01.04.2017 to 31.03.2022) in the AGM of thecompany held on September 29 2017.

Statutory Auditors' Report

The observations of Statutory Auditor in its reports on standalone and consolidatedfinancials are self-explanatory and therefore do not call for any further comments. Thereare no qualifications resverations or adverse remarks made by Statutory Auditors in theirreports.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder M/s MZ & Associates Company Secretaries wereappointed as the Secretarial Auditors of the Company to carry out the secretarial auditfor the year ending March 31 2019.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 isannexed with this Report as Annexure-II. There are no qualifications reservations oradverse remarks made by Secretarial Auditors in their Report.

Secretarial Compliance Report

Pursuant to SEBI circular no CIR/CFD/CMD1/27/2019 dated February 08 2019 in additionto secretarial audit Annual Secretarial Compliance Report given by M/s MZ &Associates Company Secretaries on compliance of all applicable SEBI Regulations andcirculars/guidelines issued thereunder is annexed as Annexure-III.

COST AUDITORS

As per Section 148 of the Companies Act 2013 the Company is required to have theaudit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s Goyal & Associates Cost Accountants (Firmregistration No. 000787) has been appointed as the Cost Auditor of the Company for theyear ending March 31 2019.

Cost audit report for financial year 2018-19 will be filed with the Ministry ofCorporate Affairs within stipulated time period.

INTERNAL AUDIT

On the recommendation of the Audit Committee the Board of Directors of the Company hasappointed M/s Ernst and Young LLP as Internal Auditors of the Company to audit thefunction and activities of the Company and to review various operations of the Company;the Company continued to implement their suggestions and recommendations to improve thecontrol environment.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors Secretarial Auditors or Cost Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

ACE is 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 beenformed comprising of three directors with Chairman being Independent Director. CSRCommittee has framed and formulated a CSR Policy indicating the activities to beundertaken by the Company in accordance with schedule VII of the Act and the Companies(Corporate Social Responsibility Policy) Rules 2014 issued under the Act. The same hasalso been approved and reviewed from time to time by the Board. The CSR policy isavailable at the website of the Company at www.ace-cranes.com. The ACE was mandatorilyrequired to spend Rs 80.37 lakhs on CSR activities in financial year 2018-19 whereas theCompany has spent Rs 85.10 lakhs on CSR activities which are more than the mandatoryrequirement. The Annual Report on CSR Activities as stipulated under the Act forms anintegral part of this Report and is appended as Annexure-IV.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices andhas adopted the Code of Conduct which has set out the systems processes and policyconforming to international standards.

A certificate from Practicing Company Secretary regarding compliance of the conditionsof Corporate Governance as stipulated under Schedule V of the Listing Regulations isattached in Corporate Governance Report forming part of Annual Report.

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 as amended is separately given and forms part of this Annual Report andprovides a more detailed analysis on the performance of individual businesses and theiroutlook.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions that were entered into by the Companyduring the financial year with related parties were on an 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 andthe Board.

Further the prescribed details of related party transactions 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-V to this report.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31 2019 comprises of the following Directors: Mr.Subhash Chander Verma (Chairman)

Mr. Vijay Agarwal Mr. Girish Narain Mehra (IAS Retd.) and Dr. Amar Singhal as Members.For more details kindly refer to the section 'Committees of the Board-Audit Committee' inthe Corporate Governance Report which forms part of this Annual Report. Allrecommendations of Audit Committee were accepted by the Board of Directors.

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 maximize 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 and Concerns' section ofthe '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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensuratewith its size and nature of operations. The internal control systems are designed toprovide a reasonable assurance over reliability in financial reporting ensure appropriateauthorization of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliances.

The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process with regular monitoring ofexpenses and Internal audit. The Internal Audit reports are periodically reviewed by themanagement and the Audit Committee and necessary improvements are undertaken if required.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of effectedDirector(s) and Employee(s). In

exceptional cases Directors and Employees have direct access to the Chairman of theAudit Committee. The Whistle Blower Policy is available on Company's website atwww.ace-cranes.com. During the year no case of genuine concerns received under thispolicy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

The Company has laid down sexual harassment policy pursuant to provision of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules made thereunder. The objective of this policy is to provide protection againstsexual harassment of women at workplace and for the prevention and redressal of complaintsof sexual harassment and for matters connected therewith. The Company has zero toleranceon sexual harassment at workplace. During the financial year 2018-19 no complaint wasreceived under this policy. This Policy is made available at the website of the Company atwww.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 centers at Jajru Road Faridabad and at Dudhola LinkRoad Dudhola Village Palwal. Both these centers have accreditations from the Ministry ofScience and

Technology Govt. of India. Both the centers continuously carries out Research andDevelopments for developing new products and also focus on the quality of products makingthem more economical cost effective and user friendly.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and Rule 5(1) 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached asAnnexure-VI to this Report.

PUBLIC DEPOSITS

During the year your Company did not accept any public deposits under Chapter V of theCompanies Act 2013 and as such no amount on account of principal or interest on publicdeposits was outstanding as of March 31 2019.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Particulars of loans guarantees and investments under Section 186 of the CompaniesAct 2013 as at the end of the financial year 2018- 19 are provided in the notes tostandalone financial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION 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 as Annexure-VII and forms a part of this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board's Reportand is annexed herewith as Annexure-VIII.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016("IEPF Rules") all unclaimed dividends are required to be transferred by theCompany to the IEPF after completion of seven (7) years.

Further according to IEPF Rules the shares on which dividend has not been claimed bythe shareholders for seven (7) consecutive years or more shall be transferred to the demat

account of the IEPF Authority. The details relating to amount of dividend transferredto the IEPF and corresponding shares on which dividends were unclaimed for seven (7)consecutive years are provided in the Corporate Governance Report section of this AnnualReport.

AWARDS AND RECOGNITIONS

Your Company continues to deliver unmatched performance amongst its peers and has beenconferred with awards every year. The Company was awarded with many awards andrecognition. The significate award includes:

• Dream Companies to Work for - Construction Sector;

• Appreciation Certificate for Commendable Work in Employee Engagement Strategy -HR Association of India;

• Best Resourcing Strategy Award - HR Association of India;

• North India Best Employer Brand Award 13th Employer Branding Awards2018;

• India's Top Challengers Award - 16th Construction World GlobalAwards-2018;

• Best Seller in Mobile Cranes Category Award - 6th EquipmentIndia-2018.

OTHER INFORMATION

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor said items are not applicable to the Company:

1. The Managing Director and the Whole-Time Directors have not received anyremuneration or commission from any of its subsidiary/ies.

2. Buy back of securities: No.

3. Bonus shares: Not Issued.

4. Business Responsibility Report: Not applicable.

5. Dividend Distribution Policy: Not applicable. ACKNOWLEDGEMENT

The Board places on record its appreciation for the 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 shareholders 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 Limited
Sd/-
Vijay Agarwal
Chairman & Managing Director
DIN:00057634
Place: New Delhi
Date: May 16 2019

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