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Cranex Ltd.

BSE: 522001 Sector: Engineering
NSE: N.A. ISIN Code: INE608B01010
BSE 00:00 | 03 Dec 16.50 0.50
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NSE 05:30 | 01 Jan Cranex Ltd
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VOLUME 3467
52-Week high 20.00
52-Week low 8.10
P/E 10.12
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.00
CLOSE 16.00
VOLUME 3467
52-Week high 20.00
52-Week low 8.10
P/E 10.12
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cranex Ltd. (CRANEX) - Director Report

Company director report

TO

THE MEMBERS

The Directors have pleasure in presenting the 45th Annual Report on thebusiness and operations of the Company together with the financial results for the periodended 31st March 2020.

FINANCIAL RESULTS

Financial results are presented in the table below:

Particulars

Standalone

Consolidated

31-03-2020 31-03-2019 31-03-2020 31.03.2019
Revenue from operation 3553.00 3136.46 3553.00 3136.46
Total Revenue 3608.47 3173.28 3608.47 3173.28
Less: Total Expenses 3520.11 3089.94 3521.43 3089.94
Profit before Exceptional and Extra ordinary items & tax 88.36 83.34 87.23 83.34
Less: Exceptional Items
Less: Extraordinary Items
Profit or Loss before Tax 88.36 83.34 87.23 83.34
Less: (a) Current tax expense for current year 16.12 20.83 16.12 20.83
(b) Deferred tax
(c) Prior Period Tax
Profit or Loss After Tax 72.24 62.50 71.11 59.66

STATE OF AFFAIRS AND OUTLOOK

The financial statements have been prepared as per the IND-AS prescribed by theInstitute of Chartered Accountants of India (ICAI)

Standalone Financials: During the year under review your Company has achieved aturnover of Rs. 3553.00 Lakh against Rs. 3136.46 during previous year. The Companyreported a Net Profit of Rs. 72.24 Lakh as against Rs. 62.50 Lakh earned during previousyear.

Consolidated Financials: During the year under review your Company has achieved aconsolidated turnover of Rs. 3553.00 Lac against Rs. 3136.46 During previous year. TheCompany reported a Net profit of Rs. 71.11 Lac against Rs. 59.66 Lac during previous year.However you're Directors are confident that the Company will perform much better in futureand will bring more promising improvement in coming years.

The Operational performance of the Company has been extensively covered in theManagement Discussion and Analysis which form part of this Directors' Report.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31stMarch 2020. 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 onthe framework of internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2019-20.

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 FINANANCIAL 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 the accuracy and completeness of the accountingrecords and the timely preparation of reliable 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 CharteredAccountants 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

During the Financial Year 2019-20 the Company hold 9 (Nine) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 were adhered to while considering the time gap betweentwo meetings.

S. No Date of the meeting
1. 30.05.2019
2. 10.08.2019
3. 14.08.2019
4. 30.08.2019
5. 30.10.2019
6. 14.11.2019
7. 06.12.2019
8. 14.02.2020
9. 24.02.2020

ATTENDANCE OF DIRECTORS

S. No Name of Director

Meeting of Board

Number of meeting Held Number of Meeting to be entitled to attend Number of Meeting attendant %
1 PIYUSH AGRAWAL

9

9 9 100
2 MAMAN CHAND JAIN 9 4 44.4
3 SURESH CHANDRA AGRAWAL 9 9 100
4 ASHWANI KUMAR JINDAL 9 4 44.4
5 CHAITANYA AGRAWAL 9 9 100
6 SHILPY CHOPRA 9 9 100

MANDATORY COMMITTEES

Audit Committee: (Section 177 of Companies Act 2013) and Companies (Meetings of Boardand its Powers) Rules 2014 and other applicable provision.

The Audit Committee comprised of Three Independent Directors namely Mr. Maman ChandJain Mr. Ashwani Kumar Jindal and Ms. Shilpy Chopra Mr. Maman Chand Jain is the Chairmanof the Audit Committee. All the recommendations made by the Audit Committee were acceptedby the Board.

The composition of the audit committee and the details of meetings attended by itsmembers are given below:

S. No. Name of Director Designation Category Total meeting held during the year Number of Meeting to be entitled to attend Number of meeting attended %
1 Mr. Maman Chand Jain Independent Director Chairman 4 4 4 100
2. Mr. Ashwani Kumar Jindal Independent Director Member 4 4 4 100
3. Ms. Shilpy Chopra Independent Director Member 4 4 4 100

v. Four audit committee meetings were held during the year and the gap between twomeetings did not exceed four months. The dates on which the said meetings were held are asfollows:

May 30 2019; August 14 2019; November 14 2019 and February14 2020.

The necessary quorum was present for all the meetings.

Nomination and Remuneration Committee (Section 178 of Companies Act 2013 and Companies(Meetings of Board and its Powers) Rules 2014 and other applicable provision.

The Nomination and Remuneration Committee comprised of three Independent Directorsnamely Mr. Maman Chand Jain Mr. Ashwani Kumar Jindal and Ms. Shilpy Chopra. Mr. MamanChand Jain is the Chairman of the Nomination and Remuneration Committee. Two Nomination& Remuneration Committee meetings were held on August 30 2019 and February 14 2020during the year.

The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by its members are given below:

S. No. Name Nature of Directorship Designation in Committee Total meeting held during the year Number of Meeting to be entitled to attend Number of meeting attended
1 Mr. Maman Chand Jain Non-Executive Independent Director Chairman 2 2 2
2 Mr. Ashwani Kumar Jindal Non-Executive Independent Director Member 2 2 2
3. Ms. Shilpy Chopra Non-Executive Independent Director Member 2 2 2

Stakeholders Relationship Committee (Section 178 of Companies Act 2013 and Companies(Meetings of Board and its Powers) Rules 2014 and other applicable provision.

The Stakeholders Relationship Committee comprised of three Independent Directorsnamely Mr. Maman Chand Jain Mr. Ashwani Kumar Jindal and Mrs. Shilpy Chopra. Mr. AshwaniKumar Jindal is the Chairman of the Stakeholders Relationship Committee.

One meeting ofthe stakeholders' relationship committee was held on 14thFebruary 2020 during the financial year 2019-20.

The composition of the Stakeholders' Relationship Committee and the details of meetingsattended by its members are given below:

S. No. Name Nature of Directorship Designation in Committee Total meeting held during the year Number of Meeting to be entitled to attend Number of Meeting Attended %
1 Mr. Ashwani Kumar Jindal Non-Executive Independent Director Chairman 1 1 1 100
2 Mr. Maman Chand Jain Non-Executive Independent Director Member 1 1 1 100
3. Ms. Shilpy Copra Non-Executive Independent Director Member 1 1 1 100

NON MANDATORY COMMITTEES MANAGEMENT COMMITTEE

As at March 31 2020 the Management Committee comprised of Mr. Suresh Chandra AgrawalExecutive Director Mr. Piyush Agrawal Managing Director Mr. Chaitanya Agrawal WholeTime Directors and Mr. Ashwani Kumar Jindal Independent Director of the Company. Mr.Piyush Agrawal is the Chairman of the Management Committee.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 14th February2020 without the presence of Non-Independent Directors and the members of management. Themeeting was attended by all the Independent Directors. The meeting was conductedinformally to enable the Independent Directors to discuss matters pertaining to theCompany's affairs and put forth their combined views to the Board of Directors of theCompany. In accordance with the Listing Regulations following matters were inter-aliadiscussed in the meeting:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman ofthe Company after taking into consideration theviews of Executive and Non-Executive Directors.

• Assessment of the quality quantity and timeliness of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

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.

EMPLOYEES BENEFITS

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 forgratuity payable no provision has been made in the accounts for expenses of gratuity. Theexpenditure on account of gratuity is accounted in the year of payment. On

account of non-provision of gratuity payable the profit has been over stated but thesame cannot be quantified in absence of exact amount payable under this account.

CODES STANDARDS AND POLICIES AND COMPLIANCES THERE UNDER

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.Directors and Senior Management of the Company have confirmed compliance with the code ofconduct applicable to the Directors and employees of the Company and declaration in thisregard made by Chief Financial Officer which forms part of this Annual Report.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

The Board of Directors adopted the Code of Conduct for Board Members and SeniorManagerial Personnel. The said code was communicated to the Directors and members of thesenior management and they affirmed their compliance with the said code. The adopted Codeis posted on the Company's website www.cranexltd.com. Pursuant to the requirements oftheSEBI (Prohibition of Insider Trading) Regulations 2015 your Company has adopted Code ofpractices and procedures for disclosure of unpublished price sensitive information andCode of Conduct in order to monitor and report Insider Trading.

All Directors and the designated employees have confirmed compliance with the Code.

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. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations.

The Policy provides for protection against sexual harassment of woman at workplace andfor prevention of such complaints.

Particulars No.
Number of complaints pending as on the beginning of the period Nil
Number of complaints filed during the Financial period Nil
Number of complaints pending as on the end of the period Nil

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 along with the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section 178 of Companies Act 2013.

DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015] the Companyhas adopted a Whistle Blower Policy which provides for a vigil mechanism that encouragesand supports its Directors and employees to report instances of unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy.It also provides for adequate safeguards against victimisation of persons who use thismechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

Your Company has formulated and adopted a Risk Management Policy. The Board ofDirectors is overall responsible for identifying evaluating and managing all significantrisks faced by the Company. The Risk Management Policy approved by the Board acts as anoverarching statement of intent and establishes the guiding principles by which key risksare managed across the organisation.

SECRETARIAL AUDITORS AND THEIR REPORTS

M/s PARVEEN RASTOGI & CO. Practising Company Secretaries was appointed asSecretarial Auditors of the Company for the financial year 2019-20 pursuant to Section 204of the Companies Act 2013. The Secretarial Audit Report submitted by them in theprescribed Form MR- 3 is attached as ‘Annexure III ‘ and forms part of thisreport. There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2019-20 which call for anyexplanation from the Board of Directors.

RELATED PARTY TRANSACTION POLICY

Related Party Transaction Policy as formulated by the Company defines the materialityof related party transactions and lays down the procedures of dealing with Related PartyTransactions. The Policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite.

STATUTORY AUDITORS AND THEIR REPORTS

M/s PRYD & Associates Chartered Accountants (FRN: 011626N) were appointed asstatutory auditors of

the Company in the Annual General Meeting held on 22/09/2017. There are noqualifications or adverse remarks in the Auditors' Report which require anyclarification/explanation. The Notes on financial statements are self-explanatory andneeds no further explanation.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosedin Note No. 28 (6) of the financial statements for the financial year ended March 312020. These transactions entered were at an arm's length basis and in the ordinary courseof business. There were no materially significant related party transactions with theCompany's Promoters Directors Management or their relatives which could have had apotential conflict with the interests of the Company. Form AOC-2 containing the note onthe aforesaid related party transactions is enclosed herewith as Annexure-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

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review hence the said provision is notapplicable.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary and joint venture whereas the Company has oneassociated Company. Details of associated Company are given below.

Sr. No. Name And Address Of The Company CIN % of shares held Applicable Section
1. IFE CRANEX ELEVATORS AND ESCALATORS INDIA PRIVATE LIMITED ADDRESS: 9 DDA MARKET KATWARIA SARAI NEW DELHI NEW DELHI 110016 U93090DL2017FTC319415 26 % Section 2(6) of Companies Act 2013

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 Securities and Exchange Board of India (Share Based Employee Benefit Schemes)Regulations 2014.

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 energy andoptimum utilisation of available resources and has been steadily making progress towardsthis end.

• The company has taken lot of initiatives for reduction in power cost 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.

S. No. Particulars F.Y. 2019-20 Amounts (in Rs.) F.Y. 2018-19 Amount (in Rs.)
1. Foreign Exchange Earned 4271812 3892850
2. Foreign Exchange Outgo 7929311 27222748

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 and schedule V of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis for the year isseparately given and forms part of this Annual Report as Annexure V which provides a moredetailed analysis on the performance of individual businesses and their outlook.

GREEN INITIATIVE

In accordance with the "Green Initiative" the Company has been sending AnnualReport/Notice of AGM in electronic mode to those Shareholders whose email ids areregistered with the Company and/or the Depository Participants.

DEMATERAILIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company hasestablished connectivity with Central Depository Services (India) Limited (CDSL) andNational Securities Depository

Limited (NSDL). In view of the numerous advantages offered by the Depository systemmembers are requested to avail the facility to dematerialization of shares either of theDepositories as aforesaid. Directors are thankful to the Shareholders for activelyparticipating in the Green Initiative.

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS:

The performance evaluation of Chairman and the non-independent directors were carriedout by the independent directors considering aspects such as effectiveness as Chairmanin developing and articulating the strategic vision of the company; demonstration ofethical leadership displaying and promoting throughout the company a behaviour consistentwith the culture and values of the organization; contribution to discussion and debatethrough thoughtful and clearly stated observations and opinions; creation of a performanceculture that drives value creation without exposing the company to excessive risks.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015(Listing Regulations 2015) as its equity share capital is less than Rs.10 Crore andNet Worth is not exceeding Rs.25 crores as on the last day of the previous financialyear. However the Company has voluntarily adopted various practices of governanceconforming to highest ethical and responsible standard of business globally benchmarked.

DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Directors

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

The authorised share capital as on 31st March 2020 was Rs. 100000000/-(Rupees Ten Crore) comprising 10000000 (One Crore) Equity Shares of Rs. 10 (Rupees Ten)each

The Issued Subscribed and paid up equity share capital as on 31st March2020 was Rs.60000000/- (Rupees Six Crores) comprising 6000000 (Sixty Lakhs) EquityShares of Rs. 10 (Rupees Ten) each.

There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares 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 2020-21.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

Appointments & Reappointments/ Cessations

1.1 According to Article ofAssociation of the Company Mr. Suresh Chandra Agrawal (DIN01958471) Executive Director retire by rotation and being eligible offers himself forreappointment at the 45th AGM scheduled on 30th September 2020.Subject to the approval of the Members in the AGM

1.2 Mr. Shubham Kapil was appointed as a Company Secretary & Compliance officer inthe Meeting of Board of Director held on 14th February 2020.

Cessations

1.3 Mr. Prakash Kedia resigned from the post of Company Secretary and Complianceofficer effective 14th February 2020

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.

LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). Thelisting fee for the year 2020-21 has been already been paid to the stock exchanges.

INDUSTRIAL RELATION

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.

ACKNOWLEDGEMENTS

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.

By Order of the Board of Directors
For Cranex Limited
Sd/- Sd/-
Chaitanya Agrawal Piyush Agarwal
Place: New Delhi Whole Time Director Managing Director
Date: 30.08.2020 DIN: 05108809 DIN: 01761004

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