Cranex Ltd Directors Report.

TO,

THE MEMBERS,

The Directors have pleasure in presenting the 45th Annual Report on the business and operations of the Company together with the financial results for the period ended 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 the Institute of Chartered Accountants of India (ICAI)

Standalone Financials: During the year under review, your Company has achieved a turnover of Rs. 3,553.00 Lakh against Rs. 3,136.46 during previous year. The Company reported a Net Profit of Rs. 72.24 Lakh as against Rs. 62.50 Lakh earned during previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs. 3553.00 Lac against Rs. 3136.46 During previous year. The Company reported a Net profit of Rs. 71.11 Lac against Rs. 59.66 Lac during previous year. However youre Directors are confident that the Company will perform much better in future and will bring more promising improvement in coming years.

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

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March 2020. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2019-20.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided 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 Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Company‘s policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s. Kudsia & Associates, Chartered Accountants, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal 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 of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two 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 Board and its Powers) Rules, 2014 and other applicable provision.

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

The composition of the audit committee and the details of meetings attended by its members 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 two meetings did not exceed four months. The dates on which the said meetings were held are as follows:

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 Directors namely, Mr. Maman Chand Jain, Mr. Ashwani Kumar Jindal and Ms. Shilpy Chopra. Mr. Maman Chand Jain is the Chairman of the Nomination and Remuneration Committee. Two Nomination & Remuneration Committee meetings were held on, August 30, 2019 and February 14, 2020 during the year.

The composition of the Nomination and Remuneration Committee and the details of meetings 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 Directors namely, Mr. Maman Chand Jain, Mr. Ashwani Kumar Jindal and Mrs. Shilpy Chopra. Mr. Ashwani Kumar Jindal is the Chairman of the Stakeholders Relationship Committee.

One meeting ofthe stakeholders relationship committee was held on 14th February, 2020 during the financial year 2019-20.

The composition of the Stakeholders Relationship Committee and the details of meetings 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. 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 Agrawal, Executive Director, Mr. Piyush Agrawal, Managing Director, Mr. Chaitanya Agrawal, Whole Time 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 February, 2020 without the presence of Non-Independent Directors and the members of management. The meeting was attended by all the Independent Directors. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Regulations, following matters were, inter-alia, discussed in the meeting:

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

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

• Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively 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 in Annexure 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 Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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 in provisions of Section 197(12) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEES BENEFITS

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement to the profit and loss for the year when the contributions are due. Pending determination of liability for gratuity payable, no provision has been made in the accounts for expenses of gratuity. The expenditure 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 the same 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 Senior Management Personnel. The Code requires the Directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner. Directors and Senior Management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company and declaration in this regard 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 Senior Managerial Personnel. The said code was communicated to the Directors and members of the senior management and they affirmed their compliance with the said code. The adopted Code is posted on the Companys website www.cranexltd.com. Pursuant to the requirements ofthe SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted Code of practices and procedures for disclosure of unpublished price sensitive information and Code 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 Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

The Policy provides for protection against sexual harassment of woman at workplace and for 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 Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other 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 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015], the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors, and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimisation of persons who use this mechanism 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 of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation.

SECRETARIAL AUDITORS AND THEIR REPORTS

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

RELATED PARTY TRANSACTION POLICY

Related Party Transaction Policy, as formulated by the Company, defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website.

STATUTORY AUDITORS AND THEIR REPORTS

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

the Company in the Annual General Meeting held on 22/09/2017. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosed in Note No. 28 (6) of the financial statements for the financial year ended March 31, 2020. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure-IV

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review hence the said provision is not applicable.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any subsidiary and joint venture whereas the Company has one associated 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 Employee Stock Option Scheme (ESOS) and hence no disclosure is required to be made in compliance with 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) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, 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 and optimum utilisation of available resources and has been steadily making progress towards this end.

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

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

b) Impact of above measures:

• The above measures will results in lower energy consumption, significant reduction 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 new models of the cranes. Your company is constantly improving its technology to match world standards, which is reflected in the new orders being received from very quality conscious customers.

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 42,71,812 38,92,850
2. Foreign Exchange Outgo 79,29,311 2,72,22748

MANAGEMENT DISCUSSION AND ANALYSIS

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

GREEN INITIATIVE

In accordance with the "Green Initiative" the Company has been sending Annual Report/Notice of AGM in electronic mode to those Shareholders whose email ids are registered 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 has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository

Limited (NSDL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility to dematerialization of shares either of the Depositories as aforesaid. Directors are thankful to the Shareholders for actively participating in the Green Initiative.

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS:

The performance evaluation of Chairman and the non-independent directors were carried out by the independent directors, considering aspects such as effectiveness as Chairman, in developing and articulating the strategic vision of the company; demonstration of ethical leadership, displaying and promoting throughout the company a behaviour consistent with the culture and values of the organization; contribution to discussion and debate through thoughtful and clearly stated observations and opinions; creation of a performance culture 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 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations, 2015) as its equity share capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 crores, as on the last day of the previous financial year. However, the Company has voluntarily adopted various practices of governance conforming 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 to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

CAPITAL STRUCTURE

The authorised share capital as on 31st March, 2020 was Rs. 100,000,000/- (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 March, 2020 was Rs.60,000,000/- (Rupees Six Crores) comprising 6,000,000 (Sixty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each.

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, sweat equity shares nor has it granted any stock options

The Companys shares are listed on the Bombay Stock Exchange Limited (BSE), and are actively traded. The company has paid the listing fees to Bombay Stock Exchanges for the year 2020-21.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

Appointments & Reappointments/ Cessations

1.1 According to Article ofAssociation of the Company, Mr. Suresh Chandra Agrawal (DIN 01958471) Executive Director retire by rotation and being eligible, offers himself for reappointment 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 in the Meeting of Board of Director held on 14th February, 2020.

Cessations

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

DEPOSITS FROM PUBLIC

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

LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The listing 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 all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company at good position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

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