Action Construction Equipment LTD.: Ra DH Oad, Dudh La, D STT A - 121102, A A 1 R
Action Construction Equipment LTD.: Ra DH Oad, Dudh La, D STT A - 121102, A A 1 R
To,
Subject: Annual Report and notice convening 25th Annual General Meeting (ItAGM")of
the Company.
Dear Sir/Madam,
The AGM of the Company will be held on Friday, 27th September, 2019 at 11:30 a.m. at
Aravali Golf Club, New Industrial Township (NIT),Faridabad, Haryana -121001.
The Notice of AGM along with the Annual Report for the financial year 2018-19 is also
being made available on the website of the Company at: www.ace-cranes.com in investor
relations section. E
This is for your information and records please.
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Thanking you
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For Action Construction Equipment Limited Q)
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Company Secretary
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Corporate Office & Regd. Office: Phone: +91-1275-280111 (50 Lines), Fax:+91-1275-280133, E-mail: works2@ace-cranes.com
Mktg. H.Q.: 4th Floor. Pinnacle. Surajkund, Faridabad, NCR-121009. Phone: +91-129-4550000 (100 Lines). Fax: +91-129-4550022. E-mail: marketing@ace-cranes.com
Customer Care No.: 1800 1800004 (Toll Free), CIN: L74899HR1995PLC053860
CONTENTS
Chairman’s Speech 03
Board’s Report 09
1
Annual Report 2018-19
Bl
ank
Chairman’s Speech adequate liquidity and has a strong Balance Sheet. ACE enjoys
AA- stable outlook, long term rating from ICRA as a result of our
fiscal prudence and strong cash flows.
As the new Government takes office with a resounding mandate
from the people of India, we are confident and optimistic that
their proactive endeavors to create structural drivers of rapid
growth will augur well for the economy. Structural reforms
like the insolvency law, recapitalization of the banking sector,
and non-performing asset management are likely to help the
infrastructure sector to keep up the healthy pace of growth. ACE
is well poised to benefit from the various structural policy reforms
along with focused infrastructure spending by the Government.
We remain optimistic in our outlook for the construction
equipment business and expect industry to grow in double digits
in the long term. We have continued to reinforce our presence
Dear Shareholders, in all the product segments with greater customer engagements
and technological innovations. Powered by our innovation
It gives me great pleasure to share with you the performance of spectrum and commitment to agile decision-making, we are
our Company for the financial year 2018-19. Our revenue and geared to capitalize on the upcoming opportunities and are
profit numbers have grown steadily, strengthening our position determined to innovate and grow.
as India’s No. 1 Crane Brand.
It is our aspiration to be a leader in most of the business segments
The global economy recorded a healthy growth in the first half of that we operate in and be acknowledged as a trusted provider of
calendar year 2018. During the second half of the year, however, best-in-class products. Towards this, our relentless focus will be
the global economy lost some momentum, mainly on account to speedily attain leadership in all the business segments while
of increased trade frictions between US and China, and the our diverse portfolio of businesses and competencies provide
tightening of financial conditions. This had a spiraling effect on unique sources of competitive advantage. As we build scale, we
economies around the world. remain deeply committed towards fiscal discipline and value
India was no exception to the rule and the economy exhibited creation. We have institutionalized best practices that have led
mixed record in the just concluded fiscal. GDP growth slowed to efficiency, safety, sustainability and stronger businesses.
from 7.2% in FY18 to 6.8% in FY19. Sub-par rainfall in 2018, tight I am excited with the speed and precision with which we are
financial conditions faced by non-banking financial sector and transforming ourselves to be future-focused while remaining
moderation of external demand were the key challenges faced steadfast to our time- tested values. We move into 2019, with
by the economy. the confidence that we have the right capabilities not just to
As I look back at the last two years, it is noteworthy to highlight seize, but pounce on every opportunity that comes our way.
our Company’s performance improved despite various macro- Our Social Responsibility and Sustainability efforts continue to
economic challenges, commodity price fluctuations and disruption win us laurels, because we undertake these with pure beliefs
around the world. Your company has delivered strong financial and conviction like our commercial activities. The fact that our
performance, worked closely with end users and communities, efforts are intrinsic to our commercial activity or strategy, and
and at the same time earned a fair return for our shareholders. not something that we are forced to do by regulatory mandate is
Despite the challenges in the second half of FY19, your what makes us different from others.
Company put in an impressive performance clocking revenues of I will look forward to your support and guidance, as always, to
` 1,342.50 Crore, up 22.20% y-o-y and Profit Before Tax (PBT) of take ACE to greater heights.
` 84.34 Crore up 13.04% y-o-y. Our EPS continues to increase
year after year. We have a capital allocation philosophy of
providing regular and stable payout to investors keeping two With best wishes,
important considerations in mind, firstly building long term Sincerely,
stakeholder value and secondly making required investments
for future growth. Consistent with this philosophy, the Board
has recommended dividend @ 25% in FY 2019 and announced a Vijay Agarwal
share buyback of ` 34.25 Crore in May 2019. Your Company has Chairman and Managing Director
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Annual Report 2018-19
MANAGEMENT DISCUSSION AND ANALYSIS
v Industry structure and developments
India’s GDP in FY2019 is estimated to have grown by around
6.80%. While this is a laudable achievement in the global context,
it falls marginally short of expectations due to an interplay
of macro-economic and political factors. These include the
uncertainties which invariably accompany our General Elections,
volatility in crude prices and unpredictable currency fluctuations.
The economy also had to grapple with a funding crunch for
NBFCs precipitated by the IL&FS debt default, deceleration in
the agriculture and mining sectors and widening of fiscal and
current account deficits. On a positive note, the country has
largely got back on track after the initial disruptive effects of twin
reform measures, viz., Demonetization and GST. The longer-term
benefits of both these measures are gradually being realized.
India continues to be one of the fastest growing major economies
in the world. Initial half of FY 2018-19 grew at par with FY 2017-18
rates. India grew by 8 % in the first quarter and 7 % in the second v OUTLOOK
before softening to 6.60 % in the third and 5.80 % in the fourth. The outlook for FY 2019-20 and beyond is linked to growth
The Indian Construction Equipment market has been on a major prospects in global economies which are projected to further
upswing since 2015 with the sales of construction equipment moderate owing to winding down of fiscal stimulus in USA,
growing by 24% and witnessing substantial growth on account geo-political uncertainties, trade tensions between major
of rapid infrastructural development activities and growing economies of the world, slowdown in China and weaker investor
construction sector in the country. confidence world over.
The government’s increased focus on infra and public sector has The economic growth in India that we have been witnessing over
catapulted the industry as well as your company in a sweet spot the last couple of years has been primarily driven by increased public
in terms of volume growth. Barring real estate, most of the other investment in infrastructure. While infrastructural development
segments like roads, mining, irrigation and ports have started is a sovereign responsibility, public expenditure alone cannot
doing well. As the positive impact of smart city projects and drive growth in a sustainable manner in the absence of private
affordable housing concept begins to be visible at the ground investment.
level, construction equipment industry will witness its next leg To keep the growth momentum, the Government of India has
of growth story. embarked on a large initiative to accelerate infrastructure
Despite the focus on industrialization, agriculture remains growth in the country. Spanning from roadways to airways,
a dominant sector of the Indian economy both in terms of ports to airports, irrigation, dams, railways, power production
contribution to gross domestic product (GDP) as well as a source capacity and smart cities are the thrust areas with more focus
of employment to millions across the country. Over 70% of the on development.
rural households depend on agriculture as their principal means Indian Constructions and Equipment market has a robust
of livelihood. The agricultural sector employs more than half of potential for growth, having been supported by the government
the nation’s total workforce and contributes to 17-18% of the investments in improving infrastructure and housing demands.
GDP. The industry is expected to continue to expand further driven by
the government’s efforts and large planned spends on housing,
The agriculture sector in India is expected to witness positive
road, ports, water supply, and airport development.
growth momentum due to a blend of adequate monsoon, greater
incidence of mechanization, implementation of Minimum Support Rapid pace of modernization and consistent government support
Price (MSP) for key crops, farm loan waivers, and subsidy support underpin the long-term growth fundamentals of the farm sector.
for tractor purchase in some states and easier availability of retail
As always, your company remains prepared to address these
finance drive agriculture in India.
challenges and is sufficiently geared to capitalize on all relevant
We are excited to cater to the growing national and international opportunities that will emerge in the near term and beyond.
opportunities through our brand “ACE” and products which have Though the rate of competitive intensity is expected to increase,
been able to win the customer loyalty in all these years. your company remains confident of penetrating newer markets
4
Action Construction Equipment Limited
and increases its market share owing to its world class product at
a reasonable price and good customer relationship.
v Opportunities
To improve the country’s infrastructure which is crucial to a
holistic economic recovery and to boost the economy, the
Government will continue taking several steps and your company
is optimistic about capturing the upcoming opportunities.
Some of the exciting opportunities that could be addressed
include:
• The impressive pipeline of mega infrastructure projects –
such as Bharatmala, Sagarmala, Chardham, Bullet trains,
modernization of railways etc;
• Urban Infrastructure, which is the key focus of the
Government, is likely to continue in future;
• Smart City Mission for developing smart cities across India;
• In the Agri segment, the Company is looking at significant
allocation or sluggish pace of policy rollout and stringent
product expansions and improving its market share
regulatory measures towards the infrastructure sector, as
including exploring new territories outside India. We
these are largely dependent on public spending, will have
have increased our presence in most of the states and are a major impact on the Company’s business;
focusing on providing customers with a complete range of
crop solutions; • Increasing trade tensions and a general air of protectionism
globally are likely to lead to possible slowdown in global
• Export opportunities in the emerging economies look trade and can curb the economic momentum;
promising. Your company has set up a dedicated team to
export our products to these countries as our products • The emergence of foreign construction equipment
are cost competitive & therefore have a great demand in manufacturers, including Chinese companies have intensified
emerging markets of Asia & Africa; competition among key domestic and foreign players in the
country which is set to increase further in the coming years.
• We believe that our proactive steps in providing innovative Chinese players with their predatory pricing and interest free
solutions to our customers and making strategic moves will usances offerings, remains a consistent threat;
keep us ahead of competition;
• Significant increase in raw material prices mainly steel
• Your company continues to focus on various strategies prices, hardening of fuel prices and weak currency will
and initiatives to overcome the existing challenges. These translate into pressure on margins;
include consolidation of new generation cranes in the
targeted market segments. ACE continues to maintain • There is no consistency in the demand owing to the
its market leadership position and is well positioned to fluctuations in the market thereby making capacity
achieve growth in terms of volumes and market share planning challenging for the equipment suppliers.
through better service levels and by providing the best of v Risks and concern
technology at an affordable price;
The Company’s ability to foresee and manage business risks is
• The Company is focused on bringing down cost & enhancing crucial in achieving favorable results. The Company operates
operational efficiencies to achieve profitable growth in the in an environment which is affected by various risks, some
present competitive business environment. Our endeavor of which are identifiable and controllable. Some others are
is to lower costs while maintaining superior quality; unexpected and cannot be controlled. Under these conditions,
proper identification and management of risks is very important
• The Company will continue to focus on reducing the
in determining the ability of the organization to sustain value
working capital levels by emphasis on speedy customer
creation for its stakeholders.
collections and reducing inventory levels.
The impact of the key risks, which are potentially significant are
v THREATS
listed below has been identified through a formal process by the
• Any change in the government policy or its budgetary management. Your Company recognizes that every business has
5
Annual Report 2018-19
its inherent risks and the Company has been taking proactive would adversely impact the financial performance of the
approach to identify and mitigate them on a continuous basis. company.
Some of the risks that are potentially significant in nature and
• Monsoons : Monsoon is a major risk associated with the
need constant monitoring are listed below:
tractor industry as more than 50% of the agricultural lands
• Risks from suppliers : The Company relies on its vendors for are dependent on rainfall. On the other hand, construction
timely supply of specified raw materials and components. equipment sales, to some extent, run the risk in case of
These vendors have not increased their capacities, in line above normal monsoon.
with the increase in demand, which could result in the
v INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
complete or partial failure of supplies or in supplies not
being delivered on time. Your Company has in place adequate internal control system
and procedures commensurate with its size and nature of
• Inflation and cost : The Company faces the risk of inflationary operations. Internal control systems comprising of policies and
nature and market-driven cost of steel, since it accounts for procedures are designed to ensure sound management of your
nearly 70 % of our raw material cost, power and other fuel. Company’s operations, provide a reasonable assurance over
Changes in their prices can significantly impact the production reliability in financial reporting, ensure appropriate authorization
costs. of transactions, safeguarding the assets of the Company and
• Economic environment and market demand : Economic prevent misuse/ losses and legal compliances.
slowdown and subdued infrastructural development might The internal control system includes a well-defined delegation
lead to low demand of our equipment / machines. of authority and a comprehensive Management Information
• Risks from competition : Aggressive focus on infrastructural System coupled with quarterly reviews of operational and
development has created opportunities and also increased financial performance, a well-structured budgeting process with
competition in the construction equipment business, which regular monitoring of expenses and Internal audit.
has seen significant interest of foreign players. The Company has a proper and adequate system of internal
• Ability to pass on increasing cost : Ability to pass on increasing controls, commensurate with its size and business operations to
cost in a timely manner depends upon the demand supply ensure the following :
situation and competitive activities and there has been a • Timely and accurate financial reporting in accordance with
general reluctance as seen in the past, to make significant applicable accounting standards;
price hikes, as the industry is extremely price sensitive.
• Optimum utilization and safety of assets;
• Cyclical nature of the Industry : The Company’s growth is
linked to those of the crane industry, which is cyclical in • Compliance with applicable laws, regulations, listing
nature. The demand for crane has a significant impact applications and management policies; and
on the demand and prices of the products manufactured • An effective management information system and reviews
by the Company. A fall in the demand and/or prices of other systems.
Systems and procedures are periodically reviewed to keep
pace with the growing size and complexity of your Company’s
operations.
v FINANCIAL PERFORMANCE REVIEW
The key highlights of financial performance of standalone
business are as under:
• The Company scaled new heights by achieving total revenue
from operation growth of 22.20% to ` 1,342.49 crores in
the year ended March 31, 2019 as against ` 1,098.64 crores
in the year ended March 31, 2018;
• The Earnings before interest, tax, depreciation and
amortization (EBITA) went up by 7.54% to ` 107.62 crores
in the year ended March 31, 2019 as against ` 100.07
crores in the year ended March 31, 2018;
• The Profit Before Tax (PBT) went up by 13.05% to
` 84.35 crores in the year ended March 31, 2019 as against
` 74.61 crores in the year ended March 31, 2018;
6
Action Construction Equipment Limited
• The Profit After Tax (PAT) went up by 6.69% to ` 56.16 2019 as against ` 184.83 crores in the year ended
crores in the year ended March 31, 2019 as against March 31, 2018. EBIT increased by 44.68% to ` 6.80
` 52.64 crores in the year ended March 31, 2018. crores in the year ended March 31, 2019 as against
v Segment wise or product wise performance ` 4.70 crores in year ended March 31, 2018.
Your Company operates mainly in four segments i.e. Cranes, v MATERIAL DEVELOPMENTS IN HUMAN RELATIONS /
Construction Equipment, Material Handling and Agri Equipment. INDUSTRIAL RELATIONS
The Company has a balanced approach to the Cranes, Construction ACE considers human resources to be its most valuable asset.
Equipment, Material Handling and Agri Equipment, which helps us The Company credits its growth and success to the dedication,
in capitalizing on our strengths in all four segments and to respond loyalty and hard work of its skilled employees, at all levels. To
to market fluctuations and customer strategies. continuously drive employee motivation, the Company offers
• The Cranes division revenues increased by 28.74% a work environment that promotes creativity, teamwork,
to ` 964.29 crores in the year ended March 31, meritocracy, ambition and learning.
2019 as against ` 749.00 crores in the year ended The company believes that its HR policies should be dynamic
March 31, 2018. EBIT increased by 7.93% to ` 89.24
crores in the year ended March 31, 2019 as against
` 82.68 crores in year ended March 31, 2018.
• Construction equipment division revenues increased by
11.53% to ` 80.19 crores in the year ended March 31, 2019
as against ` 71.90 crores in the year ended March 31, 2018.
EBIT decreased by 42.36% to ` 2.00 crores in the year ended
March 31, 2019 as against ` 3.47 crores in the year ended
March 31, 2018.
• Material Handling revenues increased by 16.88%
to ` 94.38 crores in the year ended March 31,
2019 as against ` 80.75 crores in the year ended
March 31, 2018. EBIT increased by 18.19% to ` 11.50
crores in the year ended March 31, 2019 as against
` 9.73 crores in the year ended March 31, 2018.
• Agri Equipment revenues increased by 10.17%
to ` 203.63 crores in the year ended March 31,
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Annual Report 2018-19
and therefore takes adequate steps to review and realign them Given the challenging and dynamic environment of your
to ensure that they address changing workforce trends, best Company’s operations, strategies for mitigating the inherent
practices, and legislative requirements to help your organization risks in accomplishing the ambitious plans for your company is
achieve its evolving objectives. The company is focused on its imperative. The Key business risks identified by your Company
people strategy to create a high performing work culture and includes economic environment and market leadership, inflation
fosters a culture that is performance oriented, promotes rewards and steel prices.
for results and helps its people grow. Your company recognizes
The risk horizon considered includes long term strategic
that the employees of the Company are the pillars of its success
risks, short to medium risks as well as single events. The risks
and growth. The focus is on development of employees at
are analysed considering likelihood and impact as a basis of
professional and personal levels using a pioneering, integrated
determining their management.
approach to all its employees.
The number of permanent employees on the rolls of the The company is committed to adopt good corporate governance,
Company as on March 31, 2019 are 1160. which promotes the long-term interests of all stakeholders,
creates self-accountability across its management and helps built
Industrial relations were harmonious and cordial throughout the trust in the Company. A robust internal financial control system
year. forms the backbone of our risk management and governance.
v DETAILS OF SIGNIFICANT CHANGES (i.e. CHANGE OF In line with our commitment to provide sustainable returns to
25% OR MORE) IN KEY FINANCIAL RATIOS our stakeholders, your company has formalized clearly defined
systems to manage its risks within acceptable limits by using
Details of changes in key financial ratios are given herein below: risk mitigating techniques and have framed policies for timely
S.No. Particulars FY 2019 FY 2018 % Change
addressing key business challenges and leveraging of business
opportunities.
1. Debtors Turnover 37 40 -8%
2. Inventory Turnover 79 68 16% v CAUTIONARY STATEMENT
3. Interest Coverage Ratio 6.52 8.32 -22%
Management Discussion and Analysis detailing the Company’s
4. Current Ratio 1.14 1.13 1% objectives, outlook and expectations have “forward looking
5. Debt Equity Ratio* 0.12 0.19 -37% statement” within the meaning of applicable securities laws and
6. Operating Profit Margin (%) 6.28% 6.87% -9% regulations. Actual results could differ materially from those
7. Net Profit Margin (%) 4.18% 4.84% -14%
expressed or implied depending upon global and Indian demand-
supply conditions, changes in Government regulations, tax
8. Return on Net worth (%) 13.30% 13.80% -4%
regimes and economic developments within India and overseas.
v RISK MANAGEMENT AND GOVERNANCE
For and on behalf of the Board of
Risk is an intergral and unavoidable component of business Action Construction Equipment Limited
and your company is committed to managing risk in a proactive
manner. Though risks cannot be completely eliminated; an
effective risk management plan ensures that risks are reduced,
avoided, retained or shared.
Sd/-
The company recognizes that effective risk management is Vijay Agarwal
crucial to its continued profitability and long-term sustainability Chairman & Managing Director
of its business. DIN: 00057634
8
Action Construction Equipment Limited
BOARD’S REPORT
Dear Members,
The Directors are pleased to present the 25th Annual Report on the business and operation
of the Company together with Audited Statement of Accounts for the financial year ended
March 31, 2019.
FINANCIAL RESULTS
The Company’s financial performance for the year ended March 31, 2019 is summarized below:
( ` in Crores)
PARTICULARS FY 2018-19 FY 2017-18
Revenue from operations 1,342.49 1,098.64
Other Income 9.71 7.94
Total Income 1,352.20 1,106.58
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
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Annual Report 2018-19
FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS) CHANGE IN THE NATURE OF BUSINESS
The brief highlights of the Company’s performance (standalone) There was no change in the nature of the business of the
during the financial year 2018-19: Company during the financial year ended March 31, 2019.
• Total revenue from operations increased to ` 1,342.49 AMOUNTS TRANSFERRED TO RESERVES
crores as against ` 1,098.64 crores in the previous year - During the year under review, your Company transferred a sum
a growth of 22.20%. of ` 11.04 crores to the Capital Redemption Reserve (Previous
• Profit before Interest, Depreciation, Amortization, Exceptional Year ` 13.13 crores) out of retained earnings. The closing balance
Items & Tax for the current year is ` 107.62 crores against of the retained earnings of the Company for FY 2019, after all
` 100.07 crores in the previous year-a growth of 7.54%. appropriation and adjustments was ` 204.94 crores.
• Profit Before Tax (PBT) and Profit After Tax (PAT) for the DIVIDEND
current year are ` 84.34 crores and ` 56.16 crores respectively
The Board has recommended a final dividend of ` 0.50 i.e. (25%)
against ` 74.61 crores and ` 52.63 crores in the previous year
per equity share for the financial year ended March 31, 2019.
- a growth of 13.04% and 6.70% respectively.
The payment of dividend is subject to the approval of the
• Earnings per share is ` 4.79 for the year under review. shareholders at the ensuing Annual General Meeting (AGM) of
STATE OF COMPANY’S AFFAIRS the Company.
For the financial year 2018-19, the preference shareholders
The Financial Year 2018-19 was a significant year in terms of
have foregone their rights to receive dividend on 8% cumulative
growth and sustainability and the Company has been able to
Non-Participating Redeemable Preference Shares of ` 10/- each
clock the highest ever turnover in the history of the Company
amounting ` 1.20 crores. For details thereof, kindly refer note no.
during this financial year.
37 of standalone financial statement.
Due to steep increase in the steel prices and other operating
SHARE CAPITAL
costs operating margin declined. To mitigate the impact of the
rise in raw material process, your Company has increased the The paid up Equity Share Capital as at March 31, 2019 stood at
prices of its products. ` 23.46 crores. During the year under review, the Company
has not issued shares or convertible securities or shares with
Your Company has taken steps to mitigate the effects of increasing differential voting rights nor has granted any stock options or
cost and is working towards increasing the margins. sweat equity or warrants. As on March 31, 2019, none of the
With a stable government at the Centre, we expect a renewed Directors of the Company hold instruments convertible into
thrust on infrastructure development through the construction Equity Shares of the Company.
of roads, metro rail projects, airports renovation etc. This BUY BACK OF EQUITY SHARES DURING FY 2019-20
augurs well for your Company ACE, with its strategic expansion
of it cranes capacity in FY 2018-19 and its diversified product Pursuant to the provisions of Sections 68, 69, 70 and all other
portfolio and is positioned to participate in the growth story of applicable provisions, if any, of the Companies Act, 2013, as
a rising India. amended (“the Act”) and applicable rules thereunder, and the
10
Action Construction Equipment Limited
provisions of the Buyback Regulations, Articles of Association of ` 10 each (‘Preference share’) on January 24, 2019.
of the Company, the Board of Directors of the Company at
Further on April 29, 2019, the Company has redeemed all its
their meeting held on May 16, 2019, approved the buyback
remaining 60,43,876 preference shares. As on date of Board’s
of the Company’s fully paid-up equity shares of the face
Report, the Company has no preference shares capital.
value of ` 2 (Two) each from its shareholders/beneficial
owners, other than those who are promoters or the persons CHANGE IN THE ISSUED, SUBSCRIBED AND PAID-UP SHARE
in control of the Company and promoter group, from the CAPITAL
open market through stock exchange mechanism i.e. using
Pursuant to the redemption of preference shares of the
the electronic trading facilities of the BSE Limited (“BSE”) and
Company, the Issued, Subscribed and Paid-up capital of the
the National Stock Exchange of India Limited (“NSE”), where
Company has been reduced. As on date of Board’s Report,
the Equity Shares are listed for a total amount not exceeding
the Issued, Subscribed and Paid-up capital of the Company is
` 34.25 crores (Rupees Thirty Four Crores Twenty Five Lakhs only)
` 23.46 crores.
(the “Maximum Buyback Size”), and at a price not exceeding
` 125/- (Rupees One Hundred Twenty Five only) per Equity Share LISTING OF SHARES
(“Maximum Buyback Price”). The equity shares of the Company are listed on the National
Timetable for buyback shall be as under: Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The
listing fee for the year 2019-20 has already been paid to both the
Activity Date Stock Exchanges.
Date of receipt of May 16, 2019
Board approval Company’s 8% cumulative non-participating redeemable preference
shares were not listed on any of the Stock Exchange(s).
Date of May 20, 2019
publication of the CREDIT RATING
Public
During the year, Company has entered into an agreement with
Announcement
ICRA Limited for rating on banking facilities; accordingly ICRA has
Date of May 23, 2019 assigned the following rating:
commencement of
the Buyback
Long Term Rating [ICRA]AA- (pronounced ICRA double A
Last Date for the Earliest of: minus) with a Stable outlook.
Buyback (a) November 22, 2019 (that is 6 months
from the date of the opening of the Short Term Rating [ICRA]A1+ (pronounced ICRA A one plus).
Buyback); or
(b) when the Company completes the Further, the Company has surrendered the credit rating assigned
Buyback by deploying the amount by CRISIL which was valid up to March 31, 2019.
equivalent to the Maximum Buyback
MATERIAL CHANGES AND COMMITMENTS, IF ANY
Size; or
(c) at such earlier date as may be No material changes and commitments affecting the financial
determined by the Board or the position of the Company occurred between the end of the
Buyback Committee, after giving financial year to which this financial statement relate and the
notice of such earlier closure, date of this report.
subject to the Company having
DISCLOSURES RELATING TO MERGER, SUBSIDIARY
deployed an amount equivalent to
COMPANY/IES AND CONSOLIDATED FINANCIAL STATEMENTS
the Minimum Buyback Size (even if
the Maximum Buyback Size has not Hon’ble National Company Law Tribunal, Chandigarh Bench
been reached or the Maximum (‘NCLT’) vide its order dated February 20, 2019 and Supreme
Buyback Shares have not been Court of Mauritius vide its order dated September 03, 2018
bought back), however, that all have approved the Scheme of Amalgamation of Frested Limited,
payment obligations relating to the a Mauritian entity and wholly owned subsidiary of Action
Buyback shall be completed before Construction Equipment Limited (‘the Company or ‘ACE’) with
the last date for the Buyback. the Company as per the provisions of Section 230-232 & 234
of the Companies Act, 2013 (“Scheme”), accordingly Frested
REDEMPTION OF PREFERENCE SHARES
Limited stand transferred/merged into and with ACE with effect
During the year, the Company has redeemed 1,10,43,876 from appointed date of scheme i.e. January 01, 2018. The entire
8% cumulative non-participating redeemable preference shares issued, subscribed and paid up share capital of the Frested
11
Annual Report 2018-19
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 for next 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, 2018 effective from April
01, 2019, the members of the Company had approved through
the postal ballot/e-voting, the continuation of Directorships of
Limited has been cancelled and no shares were issued to the Mr. Girish Narain Mehra (IAS Retd.), Mr. Keshav Chandra Agrawal
shareholders of Frested Limited since it was a wholly owned and Mr. Subhash Chander Verma as Independent Directors after
subsidiary of the Company. April 01, 2019 till the expiry of their respective tenure i.e. upto
September 24, 2020.
Further, by virtue of approval of this scheme, SC Forma SA,
Botosani, Romania (subsidiary of Frested Limited with 89.50% In accordance with the provisions of Companies Act, 2013
shareholding) has become direct Subsidiary of the Company. (hereinafter referred as “the Act”) and Articles of Association of
the Company, Mrs. Surbhi Garg (DIN: 01558782), Whole-Time
As on March 31, 2019, the company has only one subsidiary i.e. Director will retire by rotation at the ensuing AGM and being
SC Forma SA, Botosani, Romania. eligible, offers herself for re-appointment.
In accordance with Section 129(3) of the Companies Act, The Board of Directors, in their meeting held on May 16, 2019,
2013, regulations 33 of SEBI (Listing Obligations and Disclosure has recommended the re-appointment and remuneration of
Requirements) Regulations, 2015 and applicable Accounting Mrs. Surbhi Garg (DIN: 01558782), as Whole-Time Director for
Standards, the Company has prepared consolidated financial a further period of 5 years w.e.f. April 01, 2020, subject to the
statements of the Company and its subsidiary/ies, which approval of the shareholders in the ensuing Annual General
form part of the Annual Report. For details please refer the Meeting (AGM). Her re-appointment is appropriate and will be
Consolidated Financial Statements. in the best interest of the Company.
A statement containing the salient features of the financial The brief resumes and other details relating to the Directors who
statement/highlights of performance of our subsidiary/ies in the are proposed to be appointed/ re-appointed, as required to be
prescribed Form AOC-1 is attached as Annexure-I to this Report. disclosed under the Companies Act, 2013/Listing Regulations
There are no associates and Join Ventures companies within the will be given as Annexure-A to the Notice of the 25th AGM.
meaning of Section 2(6) of the Companies Act, 2013 (Act) and The Company has received declarations from all the Independent
there has been no material change in the nature of the business Directors of the Company confirming that they meet with criteria
of the subsidiary/ies. of independence as prescribed under sub-section (6) of Section
In accordance with Section 136 of the Companies Act, 2013, 149 of the Act and under Regulation 16(1)(b) of SEBI (Listing
the audited financial statements, including the consolidated Obligations and Disclosure Requirements) Regulations, 2015
financial statements and related information of the Company (hereinafter referred as “the Listing Regulations“).
and accounts of each of its subsidiary/ies, are available on our During the year, none of the Directors of the Company have
website at www.ace-cranes.com. These documents will also be resigned from the post of Directorship of the Company.
available for inspection during business hours at our registered
office. KEY MANAGERIAL PERSONNELS (KMP)
The Policy for determining material subsidiaries may be accessed Pursuant to the provisions of Section 203 of the Companies Act,
on the Company’s website at www.ace-cranes.com. 2013 read with Rules made thereunder following are designated
as Key Managerial Personnel (KMP) of the Company:
BOARD OF DIRECTORS
• Mr. Vijay Agarwal, Chairman & Managing Director;
During the year on the recommendation of Board, the members
of the Company in their 24th Annual General Meeting held on • Mrs. Mona Agarwal, Whole-Time Director;
12
Action Construction Equipment Limited
• 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 BOARD MEETINGS
During the financial year 2018-19, four (4) Board Meetings were
held. For details thereof kindly refer to the Corporate Governance
Report forming part of this Annual Report.
ANNUAL GENERAL MEETING
During the financial year 2018-19, 24th Annual General Meeting
of the Company was held on September 28, 2018 at 11:30 a.m.
at Aravali Golf Club, New Industrial Township (NIT), Faridabad,
Haryana-121001.
MEETINGS OF EQUITY SHAREHOLDERS, SECURED CREDITORS COMMITTEES OF THE BOARD
AND UNSECURED CREDITORS FOR APPROVAL OF THE SCHEME
OF AMALGAMATION. Detailed information on the Board and its Committees is
provided in the Corporate Governance Report forming part of
During the year, pursuant to the order dated May 04, 2018, passed this Annual Report.
by Hon’ble NCLT, Chandigarh Bench, the separate meetings of
NOMINATION AND REMUNERATION POLICY
Equity Shareholders, Secured Creditors and Unsecured Creditors
of the Company were held at Aravali Golf Club, New Industrial The Board of Directors has framed a policy which lays down
Township (NIT), Faridabad, Haryana-121001 on Saturday, June a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
23, 2018 at 10:00 a.m., 11:00 a.m. and 12:00 p.m. IST respectively,
The Policy broadly lays down the guiding principles, philosophy
for approval of the Scheme of Amalgamation between Frested
and the basis for payment of remuneration to Executive and
Limited and Action Construction Equipment Limited and their Non-Executive Directors (by way of sitting fees), Key Managerial
respective Shareholders and Creditors (‘Scheme’). Personnel, Senior Management and other employees. The
POSTAL BALLOT policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for
The Board of Directors of the Company have vide resolution
appointment of Key Managerial Personnel / Senior Management
passed on February 12, 2019, conducted the process of voting and performance evaluation. The above policy has been posted
through Postal Ballot under the provisions of Section 108 and on the website of the Company at www.ace-cranes.com under
110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of investor relation section.
the Companies (Management and Administration) Rules, 2014
as amended, on the Special Resolutions as set out below for DIRECTORS’ RESPONSIBILITY STATEMENT
obtaining the members approval: Pursuant to the provisions of clause(c) of sub-section (3) of
Section 134 of the Companies Act, 2013, your Directors hereby
1. To continue the appointment of Mr. Girish Narain Mehra
confirm that they:
(DIN: 00059311), Independent Director for the remaining
period of his term i.e. till September 24, 2020. i) Have followed in the preparation of Annual Accounts for the
financial year 2018-19, the applicable Accounting Standards
2. To continue the appointment of Mr. Keshav Chandra Agrawal and no material departures have been made for the same;
(DIN: 00098143), Independent Director for the remaining
period of his term i.e. till September 24, 2020. ii) Had selected such accounting policies and applied them
consistently and made judgments and estimates that are
3. To continue the appointment of Mr. Subhash Chander Verma reasonable and prudent so as to give a true and fair view of
(DIN: 00098019), Independent Director for the remaining the state of affairs of the Company as at March 31, 2019 and
period of his term i.e. till September 24, 2020. of the profit of the Company for the year ended on that date;
On the basis of the Scrutinizer’s report, results of the Postal iii) Had taken proper and sufficient care for the maintenance
Ballot/e-voting were declared on Saturday, March 30, 2019 of adequate accounting records in accordance with the
at 11:30 a.m. The Resolutions were approved by the requisite provisions of the Companies Act, 2013 for safeguarding the
majority and deemed to have been passed on Saturday, assets of the Company and for preventing and detecting
March 30, 2019. fraud and other irregularities;
13
Annual Report 2018-19
iv) Had prepared the annual accounts on a going concern basis; SECRETARIAL AUDITORS
v) Have laid down internal financial controls to be followed by Pursuant to the provisions of Section 204 of the Companies
the Company and that such internal financial controls are Act, 2013 read with corresponding Rules framed thereunder,
adequate and are operating effectively; and M/s MZ & Associates, Company Secretaries, were appointed
as the Secretarial Auditors of the Company to carry out the
vi) Have devised proper systems to ensure compliance with the secretarial audit for the year ending March 31, 2019.
provisions of all applicable laws and that such system are
adequate and operating effectively. Secretarial Audit Report
ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS A Secretarial Audit Report given by the Secretarial Auditors in
COMMITTEES AND INDIVIDUAL DIRECTORS Form No. MR-3 is annexed with this Report as Annexure-II. There
are no qualifications, reservations or adverse remarks made by
Pursuant to the provisions of Companies Act, 2013 and Secretarial Auditors in their Report.
Regulation 25 (3) of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Compliance Report
as amended, Independent Directors at their separate meeting, Pursuant to SEBI circular no CIR/CFD/CMD1/27/2019 dated
without participation of the Non-Independent Directors and February 08, 2019, in addition to secretarial audit, Annual
Management have considered and evaluated the Board’s Secretarial Compliance Report given by M/s MZ & Associates,
performance and performance of the Chairman and Non- Company Secretaries on compliance of all applicable SEBI
Independent Directors. The Independent Directors in the said Regulations and circulars/guidelines issued thereunder is
meeting have also assessed the quality, quantity and timeliness annexed as Annexure-III.
of flow of information between the Company Management and
COST AUDITORS
the Board.
As per Section 148 of the Companies Act, 2013, the Company is
The Board of Directors has evaluated the performance of required to have the audit of its cost records conducted by a Cost
each of the Independent Directors (without participation of Accountant in practice.
the relevant Director). The Board has carried out the annual
evaluation of its own performance and that of its Directors Pursuant to the provisions of Section 141 read with Section
individually. The evaluation criteria as approved by the 148 of the Companies Act, 2013 and Rules made thereunder,
Nomination and Remuneration Committee included various M/s Goyal & Associates, Cost Accountants (Firm registration No.
aspects of the functioning of Board such as composition, process 000787) has been appointed as the Cost Auditor of the Company
and procedures including adequate and timely information, for the year ending March 31, 2019.
attendance, decision making, roles and responsibilities etc. Cost audit report for financial year 2018-19 will be filed with the
The performance of individual directors including the Chairman Ministry of Corporate Affairs within stipulated time period.
was evaluated on various parameters such as industry knowledge INTERNAL AUDIT
& experience, vision, commitment, time devoted etc. The
On the recommendation of the Audit Committee, the Board of
evaluation of Independent Directors was based on aspects like
Directors of the Company has appointed M/s Ernst and Young LLP
participation & contribution to the Board decisions, knowledge,
as Internal Auditors of the Company to audit the function and
experience, integrity etc.
activities of the Company and to review various operations of the
STATUTORY AUDITORS Company; the Company continued to implement their suggestions
and recommendations to improve the control environment.
As per provisions of Section 139(1) of the Act, the Company has
appointed M/s BRAN & Associates, Chartered Accountants (Firm DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
Regn. No. 014544N) as Statutory Auditors of the Company for a OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
period of 5(Five) years (01.04.2017 to 31.03.2022) in the AGM of GOVERNMENT
the company held on September 29, 2017. The Statutory Auditors, Secretarial Auditors or Cost Auditors
Statutory Auditors’ Report of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under Section 143(12)
The observations of Statutory Auditor in its reports on standalone of the Companies Act, 2013, including rules made thereunder.
and consolidated financials are self-explanatory and therefore do
not call for any further comments. There are no qualifications, CORPORATE SOCIAL RESPONSIBILITY (CSR)
resverations or adverse remarks made by Statutory Auditors in ACE is an early adopter of Corporate Social Responsibility (CSR)
their reports. initiatives. The Company works primarily through its trust namely
14
Action Construction Equipment Limited
ACE Emergency Response Services. The CSR Committee of the Mr. Vijay Agarwal, Mr. Girish Narain Mehra (IAS Retd.) and
Board of Directors has been formed comprising of three directors Dr. Amar Singhal as Members. For more details kindly refer to
with Chairman being Independent Director. CSR Committee has the section ‘Committees of the Board-Audit Committee’, in the
framed and formulated a CSR Policy indicating the activities to Corporate Governance Report, which forms part of this Annual
be undertaken by the Company, in accordance with schedule VII Report. All recommendations of Audit Committee were accepted
of the Act and the Companies (Corporate Social Responsibility by the Board of Directors.
Policy) Rules, 2014 issued under the Act. The same has also RISK MANAGEMENT
been approved and reviewed from time to time by the Board.
The CSR policy is available at the website of the Company at The Company has implemented a comprehensive and fully
www.ace-cranes.com. The ACE was mandatorily required to integrated ‘Enterprise Risk Management’ framework in order
spend ` 80.37 lakhs on CSR activities in financial year 2018-19 to anticipate, identify, measure, manage, mitigate, monitor and
whereas the Company has spent ` 85.10 lakhs on CSR activities report the principal risks and uncertainties that can impact its
which are more than the mandatory requirement. The Annual ability to achieve its strategic business objectives.
Report on CSR Activities, as stipulated under the Act forms an This integration is enabled by alignment of Risk Management,
integral part of this Report and is appended as Annexure-IV. Internal Audit, Legal and compliance methodologies and processes
CORPORATE GOVERNANCE in order to maximize enterprise value of the Company and ensure
high value creation for our stakeholder over a period of time.
Your Company reaffirms its commitment to the good corporate The details of the Enterprise Risk Management framework with
governance practices and has adopted the Code of Conduct details of the principal risks and the plans to mitigate the same
which has set out the systems, processes and policy conforming are given in the ‘Risk and Concerns’ section of the ‘Management
to international standards. Discussion and Analysis Report’ which forms part of this Annual
A certificate from Practicing Company Secretary regarding Report.
compliance of the conditions of Corporate Governance as INTERNAL FINANCIAL CONTROLS
stipulated under Schedule V of the Listing Regulations is attached
in Corporate Governance Report forming part of Annual Report. The Company has in place adequate internal financial controls
with reference to financial statements. Such controls were
MANAGEMENT DISCUSSION AND ANALYSIS tested during the financial year and no material weaknesses in
Management Discussion and Analysis for the year as stipulated the design or operation were observed. Review of the financial
controls is done on an ongoing basis.
under Schedule V of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
amended is separately given and forms part of this Annual Report Your Company maintains adequate internal control system
and provides a more detailed analysis on the performance of and procedures commensurate with its size and nature of
individual businesses and their outlook. operations. The internal control systems are designed to provide
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES a reasonable assurance over reliability in financial reporting,
ensure appropriate authorization of transactions, safeguarding
All contracts or arrangements or transactions that were entered
the assets of the Company and prevent misuse/ losses and legal
into by the Company during the financial year with related compliances.
parties were on an arm’s length basis and in the ordinary course
of business. During the year, the Company had not entered The internal control system includes a well-defined delegation
into any contracts or arrangements or transactions with related of authority and a comprehensive Management Information
parties which could be considered material in accordance System coupled with quarterly reviews of operational and
with the policy of the Company on materiality of related party financial performance, a well-structured budgeting process with
transaction. All related party transactions have been approved regular monitoring of expenses and Internal audit. The Internal
by the Audit Committee and the Board. Audit reports are periodically reviewed by the management
and the Audit Committee and necessary improvements are
Further, the prescribed details of related party transactions of undertaken, if required.
the Company in Form No. AOC-2, in terms of section 134 of the
Act read with Rule 8 of the Company (Accounts) Rules, 2014 is WHISTLE BLOWER POLICY/ VIGIL MECHANISM
given as Annexure-V to this report. The Company has a vigil mechanism for Directors and Employees
to report their concerns about unethical behavior, actual
DISCLOSURE ON AUDIT COMMITTEE or suspected fraud or violation of the Company’s Code of
The Audit Committee as on March 31, 2019 comprises of the Conduct. The mechanism provides for adequate safeguards
following Directors: Mr. Subhash Chander Verma (Chairman), against victimization of effected Director(s) and Employee(s). In
15
Annual Report 2018-19
Technology, Govt. of India. Both the centers continuously carries
out Research and Developments for developing new products
and also focus on the quality of products, making them more
economical, cost effective and user friendly.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE
There was no significant and material order passed by the
regulators or courts or tribunals 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 Section 197(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
exceptional cases, Directors and Employees have direct access to as Annexure-VI to this Report.
the Chairman of the Audit Committee. The Whistle Blower Policy
is available on Company’s website at www.ace-cranes.com. During PUBLIC DEPOSITS
the year, no case of genuine concerns received under this policy. During the year, your Company did not accept any public deposits
COMPLIANCE WITH SECRETARIAL STANDARDS under Chapter V of the Companies Act, 2013 and as such, no
amount on account of principal or interest on public deposits
The Company has devised proper systems to ensure compliance was outstanding as of March 31, 2019.
with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
systems are adequate and operating effectively. UNDER SECTION 186 OF THE COMPANIES ACT, 2013
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF Particulars of loans, guarantees and investments under Section
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE 186 of the Companies Act, 2013 as at the end of the financial
year 2018- 19 are provided in the notes to standalone financial
The Company has laid down sexual harassment policy pursuant
statements.
to provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
made thereunder. The objective of this policy is to provide FOREIGN EXCHANGE EARNINGS AND OUTGO
protection against sexual harassment of women at workplace
and for the prevention and redressal of complaints of sexual Information pursuant to conservation of energy, technology
harassment and for matters connected therewith. The Company absorption and foreign exchange earnings and outgo, as required
has zero tolerance on sexual harassment at workplace. During to be disclosed under the Companies Act, 2013 is annexed
the financial year 2018-19, no complaint was received under as Annexure-VII and forms a part of this report.
this policy. This Policy is made available at the website of the EXTRACT OF THE ANNUAL RETURN
Company at www.ace-cranes.com.
The extract of the Annual Return in Form No. MGT – 9 forms part
RESEARCH AND DEVELOPMENT of the Board’s Report and is annexed herewith as Annexure-VIII.
Your Company continues to invest in a comprehensive Research INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
& Development (R&D) programme to develop a unique source
In accordance with the applicable provisions of Companies
of sustainable competitive advantage and build future readiness
Act, 2013 read with Investor Education and Protection Fund
by leveraging contemporary advances in several relevant areas
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
of science and technology and blending the same with classical
Rules”), all unclaimed dividends are required to be transferred
concepts of product development. by the Company to the IEPF, after completion of seven (7) years.
The Company has dedicated R&D centers at Jajru Road, Faridabad Further, according to IEPF Rules, the shares on which dividend
and at Dudhola Link Road, Dudhola Village, Palwal. Both these has not been claimed by the shareholders for seven (7)
centers have accreditations from the Ministry of Science and consecutive years or more shall be transferred to the demat
16
Action Construction Equipment Limited
account of the IEPF Authority. The details relating to amount of 1. The Managing Director and the Whole-Time Directors have
dividend transferred to the IEPF and corresponding shares on not received any remuneration or commission from any of its
which dividends were unclaimed for seven (7) consecutive years, subsidiary/ies.
are provided in the Corporate Governance Report section of this
2. Buy back of securities: No.
Annual Report.
3. Bonus shares: Not Issued.
AWARDS AND RECOGNITIONS
4. Business Responsibility Report: Not applicable.
Your Company continues to deliver unmatched performance 5. Dividend Distribution Policy: Not applicable.
amongst its peers and has been conferred with awards every year.
The Company was awarded with many awards and recognition. ACKNOWLEDGEMENT
The significate award includes: The Board places on record its appreciation for the support
• Dream Companies to Work for - Construction Sector; and continued co-operation extended by all the customers,
vendors, dealers, bankers, regulators and business associates.
• Appreciation Certificate for Commendable Work in Employee
The Board places on record its appreciation to all the employees
Engagement Strategy - HR Association of India;
for their dedicated and committed services. Your Directors
• Best Resourcing Strategy Award - HR Association of India; deeply acknowledge the continued trust and confidence that the
• North India Best Employer Brand Award 13th Employer shareholders place in the management and is confident that with
Branding Awards 2018; their continued support, the Company will achieve its objectives
• India’s Top Challengers Award - 16th Construction World Global and emerge stronger in the coming years.
Awards-2018;
For and on behalf of the Board of
• Best Seller in Mobile Cranes Category Award - 6th Equipment Action Construction Equipment Limited
India-2018.
OTHER INFORMATION Sd/-
Vijay Agarwal
Your Directors state that no disclosure or reporting is required in Chairman & Managing Director
respect of the following items as there were no transactions on DIN: 00057634
these items during the year under review or said items are not Place: New Delhi
applicable to the Company: Date: May 16, 2019
17
Annual Report 2018-19
Annexure-I of Board’s Report
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies
(Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary presented with amounts (` in Lakhs)
Sd/- Sd/-
Vijay Agarwal Subhash Chander Verma
Chairman & Managing Director Independent Director
DIN: 00057634 DIN: 00098019
Sd/- Sd/- Sd/-
Place : New Delhi Rajan Luthra Anil Kumar Sorab Agarwal
Date : May 16, 2019 Chief Financial Officer Company Secretary Executive Director
DIN: 00057666
18
Action Construction Equipment Limited
Annexure-II of Board’s Report
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2019
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Action Construction Equipment Limited
Dudhola Link Road, Dudhola
Palwal, Haryana 121102
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Action Construction Equipment Limited (hereinafter referred to as the Company). Secretarial Audit has been conducted in
a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on
31st March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
• We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on 31st March, 2019 to ascertain the compliance of various provisions of:
i) The Companies Act, 2013 and the rules made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;
v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) (Amendment) Regulations,
2006 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015;
vi) The Employees State Insurance Act, 1948;
vii) Employees Provident Fund and Miscellaneous Provisions Act, 1952;
viii) Employers Liability Act, 1938;
19
Annual Report 2018-19
ix) Environment Protection Act, 1986 and other environmental laws;
x) Air (Prevention and Control of pollution) Act, 1981;
xi) Factories Act, 1948;
xii) Industrial Dispute Act, 1947;
xiii) Payment of Wages Act, 1936 and other applicable labour laws.
We have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by the Institute of Company Secretaries of India.
We report that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that
• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
• Dissenting member’s view were not required to be captured and recorded as part of the minutes as there were no such instance.
• There are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that Hon’ble National Company Law Tribunal, Chandigarh Bench (‘NCLT’) vide its order dated February 20, 2019 has
approved the Scheme of Amalgamation of Frested Limited, a wholly owned subsidiary of Action Construction Equipment Limited (‘the
Company) with the Company as per the provisions of Section 230-232 & 234 of the Companies Act, 2013 (‘Scheme’) and during the year
part of the 8% cumulative non-participating redeemable preference shares of ` 10 each amounting ` 11,04,38,760/- were redeemed.
Further, we report that there were no instances of:-
(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.
(ii) Buy-back of securities.
(iii) Reconstruction, etc.
(iv) Foreign technical collaborations
Note: 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.
20
Action Construction Equipment Limited
ANNEXURE A
To
The Members,
Action Construction Equipment Limited
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 the company. Our responsibility is to express an opinion
on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of
the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the company.
21
Annual Report 2018-19
Annexure-III of Board’s Report
SECRETARIAL COMPLIANCE REPORT
(Pursuant to SEBI circular no CIR/CFD/CMD1/27/2019 dated February 08, 2019)
FOR THE FINANCIAL YEAR ENDED 31.03.2019
To,
Action Construction Equipment Limited
We MZ & Associates, firm of Company Secretaries have examined:
a) All the documents and records made available to us and explanation provided by Action Construction Equipment Limited;
b) The filings/ submissions made by the listed entity to the stock exchanges;
c) Website of the listed entity;
d) Other document/ filing, as may be relevant, which has been relied upon to make this certification.
For the year ended 31st March, 2019 (“Review Period”) in respect of compliance with the provisions of:
a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder;
and
b) The Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued
thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations, 2013;
h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
i) The Employees State Insurance Act, 1948, Employees Provident Fund and Miscellaneous Provisions Act, 1952, Employers Liability
Act, 1938, Environment Protection Act, 1986 and other environmental laws, Air (Prevention and Control of pollution) Act, 1981,
Factories Act, 1948, Industrial Dispute Act, 1947, Payment of Wages Act, 1936 and other applicable labour laws.
And based on the above examination, We hereby report that, during the Review Period:
a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in
respect of matters specified below :-
Sr. No. Action taken by Details of violation Details of action taken Observations
--------------------------------None-----------------------------
22
Action Construction Equipment Limited
d) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. No. Observations Observations made in the Actions taken by the Comments of the
of the Practicing Company Sec- secretarial listed entity, if any Practicing Company
retary in the previous reports compliance report for the Secretary on the
year end actions taken by
the listed entity
--------------------------------NA-----------------------------
23
Annual Report 2018-19
Annexure-IV of Board’s Report
Annual Report on the Corporate Social Responsibility (CSR) activities for the financial year 2018-19
(` in Lakhs)
1 A brief outline of the company’s CSR Policy including overview (a) The CSR Policy of the Company has been uploaded on
of the projects or programs proposed to be undertaken and a the website of the Company and can be accessed
reference to the web-link to the CSR policy and the projects or at www.ace-cranes.com.
programs. (b) For the projects or programs under taken by the
Company, please refer to CSR section in this Annual
Report.
2 Composition of the CSR Committee 1. Dr. Amar Singhal, Chairman
2. Mr. Keshav Chandra Agrawal, Member
3. Mrs. Mona Agarwal, Member
3 Average net profit of the company for the last three ` 4018.34 Lakhs
financial years as per Section 198 of the Companies Act, 2013.
4 Prescribed CSR expenditure (2% of the amount mentioned in ` 80.37 Lakhs
item 3 above)
5 Details of the CSR to be spent during the financial year
-Total amount to be spent for the financial year ` 80.37 Lakhs
-Amount unspent, if any Nil
-Manner in which the amount spent during the financial year Details given below
Details of amount Spent on the CSR activities during the Financial Year 2018-19
(` in Lakhs)
(1) (2) (3) (4) (5) (6) (7) (8)
S. No. CSR project/ Sector in which Project/ Amount outlay Amount spent Cumulative Amount spent
activity the project is Program (1) (Budget) on the expenditure directly or
identified covered Local area/ Project/ projects/ upto the through
(clause no. of Other, (2) Program Wise Programs reporting implementing
Schedule VII State and Sub Heads: period i.e. agency
to the district where (1) Direct FY 2018-19
Companies projects/ Expenditure,
Act, 2013, as programs were (2) Overheads
amended) undertaken
1 Health Clause (I) District Palwal ` 100.00 Lakhs ` 85.10 Lakhs ` 85.10 Lakhs Implementing
outreach promoting and Faridabad agency -ACE
Programme II- health care in the state Emergency
“Static, Mobile including of Haryana Response
medical units preventive Service
and camps for health care Trust
primary and
preventive
healthcare incl.
diagnostics”
Sd/- Sd/-
Place : New Delhi Vijay Agarwal Dr. Amar Singhal
Date : May 16, 2019 Chairman & Managing Director Chairman CSR Committee
24
Action Construction Equipment Limited
Annexure-V of Board’s Report
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Sd/-
Vijay Agarwal
Date : May 16, 2019 Chairman & Managing Director
Place: New Delhi DIN: 00057634
25
Annual Report 2018-19
Annexure-VI of Board’s Report
Particulars of Employees
1. INFORMATION AS PER RULE 5(1) OF CHAPTER XIII, COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
(` in Lakhs)
1. The Ratio of the remuneration of each Mr. Vijay Agarwal 306.09 89.50
Director to the median remuneration of the
employees (MRE) of the company for the Mrs. Mona Agarwal 150.78 43.96
Financial Year.
Mr. Sorab Agarwal 58.73 17.12
* Independent Directors (received only sitting fees for Board and Committee
meetings).
# for the period from July, 2017 to March, 2018.
26
Action Construction Equipment Limited
3. The percentage increase in the median 5.60 %
remuneration of employees in the Financial
year.
4. The Number of permanent employees on 1160
the rolls of the Company as on March 31,
2019.
5. Average percentile increase already made Average percentile increase already made in the salaries of employees other
in the salaries of employees other than the than the managerial personnel in the last financial year is 7.50 % whereas
managerial personnel in the last financial average percentile increase in the managerial remuneration in the last financial
year and its comparison with the percentile year is 8.78 %.
increase in the managerial remuneration
and justification thereof and point out if
there are any exceptional circumstances for
increase in the managerial remuneration.
6. Affirmation that the remuneration is as per The Remuneration paid during the year ended March 31, 2019 was as per the
the remuneration policy of the company. Remuneration Policy of the Company.
2. Information as per Rule 5(2) & 5(3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2015.
Particulars of employees pursuant to the Rule 5(2) & 5(3) of rules the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 to whom the Company pays remuneration aggregating to rupees one crore and two lakhs or more per annum or rupees eight
lakhs and fifty thousand per month or more if employed for the part of the year as on March 31, 2019 are given as under:
Particulars Details
Name Mr. Vijay Agarwal Mrs. Mona Agarwal
Designation Chairman & Managing Director Whole-Time Director
Remuneration received (` in Lakh) 306.09 150.78
Nature of employment Contractual Contractual
Educational Qualification BE Mechanical and MBA Under Graduate
Experience (in years) 48 25
Date of commencement of Employment January 13, 1995 January 13, 1995
in ACE
Age (in Years) 70 63
Previous Employment Bhartiya Cuttler Hammer Limited, –
Escorts Limited
% of equity shares 35.31 22.02
27
Annual Report 2018-19
Annexure-VII of Board’s Report
Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014.
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 utilization 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 utilize natural light and proper insulation/ventilation to balance temperature and
reduce heat.
The Company has installed and commissioned PV Solar Power plant of 1165 KWP capacity across various roofs and parking
space.
(b) Impact of above measures:
The above measures will results in efficient use of natural resources, lower energy consumption, significant reduction in Carbon
emissions and hedge against continuous energy rate increase.
(c) Steps in utilization of alternate source of Energy:
The Company has already issued additional orders for installation of PV Solar Power plant of 675 KWP capacity.
(d) Capital investment on energy conservation equipment’s:
Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages
capital investment in energy saving equipment, plants or machinery. No significant investments were incurred during the
year.
B. TECHNOLOGY ABSORPTION
(a) The efforts made towards technology absorption:
Technology and innovation continue to be one of the key focus areas to drive growth of the Company. The Company is putting
continuous efforts in acquisition, development, assimilation and utilization of technological knowledge of its products portfolio.
This has enabled the Company to keep abreast with the latest developments in product technology.
(b) Research and Development (R&D)
In order to meet with the growing demand for latest technology products and to compete in the market place, the Company
continued its efforts in strengthening of R&D activities. Efforts continued to enhance the in-house capabilities to bring
operational efficiencies and product up-gradation to meet the customer needs. The Company is having a full-fledged dedicated
R&D centers at Jajru Road, 25th Mile Stone, Delhi-Mathura Road, Ballabhgarh, Faridabad and Dudhola Link Road, Village
Dudhola, Palwal. Both the centers are continuously engaged in Research and Developments activities related to various
products, to make them specific to the user’s requirement. Our R&D efforts also enable us to achieve economy and efficiency
and cost effectiveness in the manufacturing of products.
(i) Specific areas in which R&D was carried out by the company during the year ended 2018-19:
28
Action Construction Equipment Limited
7 Aesthetic improvement in pick & carry crane
8 New tractor model DI-305NG (25HP)
9 New tractor model ACE DI-7575 2wd
10 Tractor model ACE 7500 4WD ( MPT Tractor)
11 Design improvement in 4wd Front axle
12 Self-propelled truck mounted crane 40/45 Tons Capacity
13 Development of Forklift 40D
14 Crawler 75 Ton free fall
15 Development of Motor Grader 15 Tons
16 Modification in Diesel operated simpson Forklift 20/30D
17 Development of Straight Boom Truck mounted crane SB-163 (16T-m)
18 Design & development of straight boom Lorry Loader Crane SB-813
19 Design and development of 20 ton full slew mobile crane (20XW)
20 Concept Design of Recovery attachment for 6X6 - HMV
21 Design & development of 50 hp skid loader
22 Design & development of backhoe attachment for skid loader
(ii) Benefits derived as result of the above R&D.
• Upgraded technology to meet international standards of safety;
• Wide range of products to meet the requirements of each class of customer;
• Indigenization of technology and products to reduce dependence on international market;
• Simulation evaluation to shorten introduction time of new products;
• Product cost optimization through Value engineering;
• Up gradation of existing product and processes.
(iii) Future plan of action
S. No. Title & Scope of ongoing & Future R&D Project
1 City Cabin Redesign
2 Development of 20XW with 72' boom length
3 F250 4 wheel drive 25 ton pick & carry new gen crane
4 Man Basket with jib with 58' height on pick & carry crane
5 60 hp, 75 hp tractor with BSIV engine
6 Development of ROPS for 25-50 hp tractor
7 Constant mesh transmission for 50 /60 hp tractor models
8 Improvement in 4wd drop box with ACE transmission
9 4WD Tractor Model 75/90 hp with AC/ Non AC cabin
10 Development of 60 hp/ 75 hp/ 90 hp/ 110 hp engine with common rail (CRDI) Bharat stage Trem V/EURO V
Development of 60hp/ 75hp/ 90 hp/ 110 hp 4WD Tractor model with common rail (CRDI) Bharat Stage V/EURO V
11
for Export
12 Upgradation of engine 25 hp/ 32 hp/ 40 hp/ 45 hp and 50 hp for next emission level -Bharat stage Trem IV
13 Development of 110 hp Tractor model
14 Development of Forklift 30E, 100D
15 Development of Crawler Crane 150 Tons Capacity
16 Self-propelled truck mounted crane 55 Tons Capacity
17 AF50D with Mechanical Transmission
18 Truck crane with lattice boom 45 Tons (Crawler on Truck)
29
Annual Report 2018-19
19 Wheel Loader ALN 300
20 Dozzer/ Ripper Attachment for motor grader
21 Mid Scarifier Attachment for Motor Grader
22 Canopy design for Motor Grader
23 BS IV Engine (above 50 hp) implementation in Forklift models
24 Development of Crawler Crane 25 Tons Capacity
25 Development of Crawler Crane 90 Tons and 120 Tons Capacity
26 Self-propelled truck mounted crane 80 Tons Capacity
27 Self-propelled truck mounted crane 25 Tons Capacity
28 Development of TC 6544 / TC5540 T with FSH60 m
29 Development of TC 7060 (Travelling Type)-FSH62 m
30 Motor grader 10/ 12 Ton
31 Barrel handler attachments (4 Drum - Mechanical type)
32 Furnace stocker Ram & rotating type attachment
33 Modification in BBC & BC attachments
34 Load Stablizer 900~1600 for Forklift
35 Development of Forklift 60D, 80D, 120D
36 Mast Configuration of Forklift 60D, 80D, 120D
37 Design and development of RT 40 Crane
38 Design and development of brick stack handler for AB/ SB Cranes
39 Design and development of log/ pole grab attachment / auger for AB/ SB Cranes
40 Design Improvements in performance and aesthetics of Backhoe loader loader
41 Design Improvements in Mini-compactor
(iv) Expenditure on Research & Development
Sr. No Particulars Amount (` in Lakhs)
1. Capital Expenditure 82.79
2. Revenue expenditure (Incl. Salary to R&D Staff and other related expenditures) 1,234.29
Total 1,317.08
(c) Details of Imported technology during the last three years reckoned from the beginning of the Financial year.
The Company shall continue its endeavour to adopt technologies for its product range to meet the requirements of a
competitive market.
(i) Technology imported with year of import
(1) Crawler Crane model no 150T (2016-17);
(2) Tower Cranes model no 5013 (2015-16);
(3) Tower Cranes model no 5510 (2015-16);
(4) Crawler Crane model no QUY 25 (2015-16);
(5) Truck Mounted Crane (2015-16);
(ii) Absorption of Imported technologies
The Company has successfully absorbed the imported technology for all the above products except for crawler cranes, which
is under absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
Amount
S. No. Particulars
(` in Lakhs)
1 Foreign Exchange earned 3,563.64
2 Foreign Exchange outgo 10,904.36
30
Action Construction Equipment Limited
Annexure-VIII of Board’s Report
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on Financial Year Ended on March 31, 2019
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company
(Management & Administration) Rules, 2014.
I REGISTRATION & OTHER DETAILS:
i) CIN L74899HR1995PLC053860
ii) Registration Date January 13, 1995
iii) Name of the Company Action Construction Equipment Limited
iv) Category/Sub-category of the Company Limited By Shares/Public Indian Non Government Company
v) Address of the Registered office & contact details Dudhola Link Road, Dudhola, Palwal, Haryana - 121102,
Phone: +911275-280111 (50 Lines), Fax:+91-1275-280133,
E-mail : cs@ace-cranes.com
vi) Whether listed company Yes
vii) Name , Address & Contact details of the Karvy Fintech Private Limited
Registrar & Transfer Agent, if any Karvy Selenium Tower-B, Plot No. 31 & 32, Financial
District, Gachibowli Nanakramguda, Serilingampally,
Hyderabad-500008
Phone: +91 040 6716 2222 (Board), Fax:+91 2300 1153
Email: kishore.bv@karvy.com, einward.ris@karvy.com
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 5% or more of the total turnover of the company. As per Attachment A
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES As per Attachment B
IV SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PER PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding As per Attachment C
ii) Shareholding of Promoters As per Attachment D
iii) Change in Promoters’ Shareholding As per Attachment E
iv) Shareholding Pattern of top fifteen (15) Shareholders (other than Directors, Promoters and As per Attachment F
Holders of GDRs and ADR)
v) Shareholding of Directors and Key Managerial Personnel As per Attachment G
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for As per Attachment H
payment
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director, Whole-Time Directors and/or Manager As per Attachment I
B Remuneration to other Directors As per Attachment J
C Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD As per Attachment K
VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES As per Attachment L
31
Annual Report 2018-19
ATTACHMENT-A
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 5% or more of the total turnover of the Company are given below :-
S. No. Name & Description of main NIC Code of the % to total turnover
products/services Product /service of the company on the
basis of Gross Turnover
1 Cranes 291-Manufacture of general purpose machinery 71.83
2 Material Handling 291-Manufacture of general purpose machinery 7.03
3 Construction Equipment 291-Manufacture of general purpose machinery 5.97
4 Agri Equipment 292-Manufacture of special purpose machinery 15.17
ATTACHMENT-B
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES
S. No. Name & Address of the Company CIN/GLN Holding/subsidiary/ % of shares held Applicable
associate Section
1 SC FORMA SA, Botosani (Romania) NA Subsidiary 89.50 2(87)(ii)
Note:
Pursuant to the scheme of amalgamation, Frested Limited, Wholly-Owned Subsidiary of the Company has amalgamated into and with
the Company and SC Forma, SA, Romania (subsidiary of Frested Limited with 89.50% shareholding) has become direct Subsidiary of the
Company.
ATTACHMENT - C
IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)
i) Category -wise Share Holding
CATEGORY CATEGORY OF NO. OF SHARES HELD AT THE BEGINNING OF NO. OF SHARES HELD AT THE END OF %
CODE SHAREHOLDER THE YEAR (01-04-2018) THE YEAR (31-03-2019) CHANGE
DEMAT PHYSICAL TOTAL % OF DEMAT PHYSICAL TOTAL % OF DURING
TOTAL TOTAL THE
SHARES SHARES YEAR
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) PROMOTER AND PROMOTER GROUP
(1) INDIAN
(a) Individual /HUF 80845120 0 80845120 68.91 81871944 0 81871944 69.78 0.88
(b) Central Government/State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
(c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(d) Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) 80845120 0 80845120 68.91 81871944 0 81871944 69.78 0.88
(2) FOREIGN
(a) Individuals (NRIs/Foreign 0 0 0 0.00 0 0 0 0.00 0.00
Individuals)
(b) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
32
Action Construction Equipment Limited
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total A=A(1)+A(2) 80845120 0 80845120 68.91 81871944 0 81871944 69.78 0.88
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds /UTI 1719201 0 1719201 1.47 3308843 0 3308843 2.82 1.35
(b) Financial Institutions /Banks 86726 0 86726 0.07 98424 0 98424 0.08 0.01
(c) Central Government / State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(f) Foreign Institutional Investors 4294898 0 4294898 3.66 2515766 0 2515766 2.14 -1.52
(g) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Investors
(h) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1) 6100825 0 6100825 5.20 5923033 0 5923033 5.05 -0.15
(2) NON-INSTITUTIONS
(a) Bodies Corporate 3501767 0 3501767 2.98 2681436 0 2681436 2.29 -0.70
(b) Individuals
(i) Individuals holding nominal 16222001 59302 16281303 13.88 16539068 34367 16573435 14.13 0.25
share capital upto ` 1 lakh
(ii) Individuals holding nominal 8772767 0 8772767 7.48 8314862 0 8314862 7.09 -0.39
share capital in excess of
` 1 lakh
(c) Others
Clearing Members 407858 0 407858 0.35 384927 0 384927 0.33 -0.02
IEPF 7897 0 7897 0.01 15923 0 15923 0.01 0.01
Non Residents Indians 1103579 0 1103579 0.94 1290122 0 1290122 1.10 0.16
NRI Non-Repatriation 240884 0 240884 0.21 265308 0 265308 0.23 0.02
Socities 0 0 0 0.00 0 10 10 0.00 0.00
Trusts 61000 0 61000 0.05 2000 0 2000 0.00 -0.05
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(2) 30317753 59302 30377055 25.89 29493646 34377 29528023 25.17 -0.72
Total B=B(1)+B(2) 36418578 59302 36477880 31.09 35416679 34377 35451056 30.22 -0.88
Total (A+B) 117263698 59302 117323000 100.00 117288623 34377 117323000 100.00 0.00
(C) Shares held by custodians,
against which Depository
Receipts have been issued
(1) Promoter and Promoter 0 0 0 0.00 0 0 0 0.00 0.00
Group
(2) Public 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL (A+B+C) 117263698 59302 117323000 100.00 117288623 34377 117323000 100.00 0.00
33
Annual Report 2018-19
ATTACHMENT-D
IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)
(ii) SHAREHOLDING OF PROMOTERS
S. No. Shareholders Name Shareholding at the beginning of the Shareholding at the end of the year % change
year (As on 01-04-2018) (As on 31-03-2019) in share
No. of % of total % of shares No. of % of total % of shares holding
shares shares of pledged/ shares shares of pledged/ during
the encumbered the encumbered the year
company to total company to total
shares shares
1 Mr. Vijay Agarwal 41401907 35.29 0 41428731 35.31 0 0.02
2 Mrs. Mona Agarwal 25314407 21.58 0 25839407 22.02 0 0.44
3 Mr. Sorab Agarwal 7148650 6.09 0 7623650 6.50 0 0.41
4 Mrs. Surbhi Garg 6930156 5.91 0 6930156 5.91 0 0.00
5 Mrs. Anuradha Garg 50000 0.04 0 50000 0.04 0 0.00
ATTACHMENT-E
IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)
(iii) Change in Promoters’ Shareholding
34
Action Construction Equipment Limited
ATTACHMENT-F
IV SHAREHOLDING PATTERN (Equity Share Capital Break up as % to Total Equity)
(ii) Shareholding Pattern of top fifteen (15) Shareholders ( other than Directors, Promoters and Holders of GDRS and ADRS)
35
Annual Report 2018-19
4 Edelweiss Trusteeship 990601 0.84 01.04.2018 0 990601 0.84
Co Ltd Ac- Edelweiss Mf Ac-
08.06.2018 (185318) Sale 805283 0.69
22.06.2018 (107913) Sale 697370 0.59
06.07.2018 (231868) Sale 465502 0.40
03.08.2018 35580 Purchase 501082 0.43
10.08.2018 80699 Purchase 581781 0.50
15.02.2019 (117572) Sale 464209 0.40
01.03.2019 107741 Purchase 571950 0.49
08.03.2019 193864 Purchase 765814 0.65
15.03.2019 212153 Purchase 977967 0.83
22.03.2019 124502 Purchase 1102469 0.94
31.03.2019 0 1102469 0.94
5 Dileep Madgavkar 1100000 0.94 01.04.2018 0 1100000 0.94
31.03.2019 0 1100000 0.94
6 Rajesh Seth 766900 0.65 01.04.2018 0 766900 0.65
15.06.2018 1600 Purchase 768500 0.66
06.07.2018 500 Purchase 769000 0.66
12.10.2018 5000 Purchase 774000 0.66
31.03.2019 0 774000 0.66
7 Gmo Emerging Domestic 1550416 1.32 01.04.2018 0 1550416 1.32
Opportunities Fund, A
Series
29.06.2018 (99209) Sale 1451207 1.24
20.07.2018 (115472) Sale 1335735 1.14
01.02.2019 (585346) Sale 750389 0.64
31.03.2019 0 750389 0.64
8 India Opportunities 1079184 0.92 01.04.2018 0 1079184 0.92
Growth Fund Ltd -
Pinewood Str
18.05.2018 (492655) Sale 586529 0.50
31.03.2019 0 586529 0.50
9 Canara Robeco Mutual 0 0 01.04.2018 0 0 0 0.00
Fund A/C Canara Robeco
Equity
08.03.2019 32263 Purchase 32263 0.03
15.03.2019 393189 Purchase 425452 0.36
22.03.2019 60565 Purchase 486017 0.41
29.03.2019 73357 Purchase 559374 0.48
31.03.2019 0 559374 0.48
10 Jasmine India Fund 260000 0.22 01.04.2018 0 260000 0.22
22.06.2018 9200 Purchase 269200 0.23
29.06.2018 75 Purchase 269275 0.23
36
Action Construction Equipment Limited
27.07.2018 2000 Purchase 271275 0.23
03.08.2018 13900 Purchase 285175 0.24
10.08.2018 19240 Purchase 304415 0.26
17.08.2018 5200 Purchase 309615 0.26
31.08.2018 1983 Purchase 311598 0.27
07.09.2018 1150 Purchase 312748 0.27
19.10.2018 2000 Purchase 314748 0.27
26.10.2018 21947 Purchase 336695 0.29
02.11.2018 11446 Purchase 348141 0.30
09.11.2018 3000 Purchase 351141 0.30
16.11.2018 11730 Purchase 362871 0.31
23.11.2018 6000 Purchase 368871 0.31
30.11.2018 21238 Purchase 390109 0.33
07.12.2018 24147 Purchase 414256 0.35
14.12.2018 11557 Purchase 425813 0.36
21.12.2018 553 Purchase 426366 0.36
31.03.2019 0 426366 0.36
11 Rita Duggal 415250 0.35 01.04.2018 0 415250 0.35
29.06.2018 1800 Purchase 417050 0.36
12.10.2018 3000 Purchase 420050 0.36
31.03.2019 0 420050 0.36
12 Infina Finance Private Ltd 0 0 01.04.2018 0 0 0 0.00
13.07.2018 55399 Purchase 55399 0.05
20.07.2018 82820 Purchase 138219 0.12
03.08.2018 219781 Purchase 358000 0.31
05.10.2018 15000 Purchase 373000 0.32
14.12.2018 12100 Purchase 385100 0.33
28.12.2018 (48000) Sale 337100 0.29
04.01.2019 (12000) Sale 325100 0.28
01.03.2019 88000 Purchase 413100 0.35
31.03.2019 0 413100 0.35
13 Nitin Tandon 393000 0.33 01.04.2018 0 393000 0.33
31.03.2019 0 393000 0.33
14 Nri Vantage Equity Fund 0 0 01.04.2018 0 0 0
27.07.2018 160000 Purchase 160000 0.14
12.10.2018 10000 Purchase 170000 0.14
07.12.2018 16000 Purchase 186000 0.16
14.12.2018 10000 Purchase 196000 0.17
21.12.2018 23500 Purchase 219500 0.19
28.12.2018 37500 Purchase 257000 0.22
31.12.2018 10000 Purchase 267000 0.23
04.01.2019 18000 Purchase 285000 0.24
11.01.2019 12000 Purchase 297000 0.25
31.03.2019 0 297000 0.25
37
Annual Report 2018-19
15 Dinkar Dutt 310819 0.26 01.04.2018 0 310819 0.26
27.04.2018 506 Purchase 311325 0.27
11.05.2018 1979 Purchase 313304 0.27
01.06.2018 (1957) Sale 311347 0.27
08.06.2018 (733) Sale 310614 0.26
15.06.2018 (1614) Sale 309000 0.26
22.06.2018 (4000) Sale 305000 0.26
06.07.2018 (14000) Sale 291000 0.25
08.02.2019 (1850) Sale 289150 0.25
15.03.2019 (4000) Sale 285150 0.24
31.03.2019 0 285150 0.24
ATTACHMENT-G
IV Shareholding Pattern (Equity Share Capital Break up as % to total Equity)
(V) Shareholding of Directors and Key Managerial Personnel
38
Action Construction Equipment Limited
ATTACHMENT-H
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Lakhs)
Particulars Secured Loans Unsecured Deposits Total Indebtedness
excluding deposits Loans
Indebtedness at the beginning of the financial year (April 1, 2018)
i) Principal Amount 6,121.11 1,708.78 – 7,829.89
ii) Interest due but not paid – – – –
iii) Interest accrued but not due – 287.50 – 287.50
Total (i+ii+iii) 6,121.11 1,996.28 – 8,117.39
Change in Indebtedness during the financial year
Additions 3.04 – – 3.04
Reduction 1,404.29 1,391.89 – 2,796.18
Exchange Difference – – – –
Net Change (1,401.25) (1,391.89) – (2,793.14)
Indebtedness at the end of the financial year (March 31, 2019)
i) Principal Amount 4,719.86 604.39 – 5,324.25
ii) Interest due but not paid – – – –
iii) Interest accrued but not due 30.86 – – 30.86
Total (i+ii+iii) 4,750.72 604.39 – 5,355.11
Note:-
Preference share capital classified as debt : Under previous GAAP, preference share capital was considered as equity, however because
of specific nature of preference share capital, these are considered as borrowing under Ind AS.
39
Annual Report 2018-19
ATTACHMENT-I
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) Remuneration to Managing Director, Whole-Time director and/or Manager:
(` in Lakhs)
Name of the MD/WTD/Manager
S. No. Particulars of Remuneration Mr. Vijay Mrs. Mona Mr. Sorab Mrs. Surbhi Total
Agarwal Agarwal Agarwal Garg
1 Gross salary
(a) Salary as per provisions 288.00 141.60 54.60 48.00 532.20
contained in section 17(1) of
the Income Tax Act, 1961.
(b) Value of perquisites u/s 17(2) 18.09 9.18 4.13 4.22 35.62
of the Income Tax Act, 1961.
(c) Profits in lieu of salary under – – – – –
section 17(3) of the Income
Tax Act, 1961.
2 Stock option – – – – –
3 Sweat Equity – – – – –
4 Commission as % of profit – – – – –
5 Others, please specify – – – – –
Total 306.09 150.78 58.73 52.22 567.82
Ceiling as per the Act ` 899.13 Lakhs (being 10 % of the net profits of the Company calculated as per Section
197 & 198 of the Companies Act, 2013).
Note:-
The Company has received approval from Central government for payment of remuneration to Mr. Vijay Agarwal, Chairman and Managing
Director of the Company vide approval letter No SRN C82288127/2016 –CL –VII dated September 1, 2016 for an Amount of ` 154.00
lakh for 6 months (01.04.2018 to 30.09.2018) and Mrs. Mona Agarwal, Whole-Time Director of the Company vide approval letter No SRN
C82400086/2016 –CL –VII dated September 01, 2016 for an Amount of ` 75.00 lakh for 6 months (01.04.2018 to 30.09.2018).
Further, During the year, the members of the Company in their 24th Annual General Meeting held on September 28, 2018 have approved
the re-appointment of Mr. Vijay Agarwal, Chairman & Managing Director, Mrs. Mona Agarwal, Whole-Time Director and Mr. Sorab
Agarwal, Whole-Time Director for next five years w.e.f. October 01, 2018.
40
Action Construction Equipment Limited
Attachment-J
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(B) Remuneration to other directors:
(` in Lakhs)
Non-Executive Directors
S. No. Particulars of Remuneration Mr. Girish Narain Dr. Amar Singhal Mr. Subhash Mr. Keshav Total
Mehra (IAS Retd.) Chander Verma Chandra Agrawal
1 Independent Directors
(a) Fee for attending board / 1.65 1.95 1.80 0.75 6.15
committee meetings
(b) Commission – – – – –
(c ) Others, please specify – – – – –
Total (1) 1.65 1.95 1.80 0.75 6.15
2 Other Non-Executive Directors
(a) Fee for attending board/ – – – – –
committee meetings
(b) Commission – – – – –
(c ) Others, please specify. – – – – –
Total (2) – – – – –
Total (1+2) 1.65 1.95 1.80 0.75 6.15
Overall Ceiling as per the Act. ` 89.91 Lakhs (being 1 % of the net profits of the Company calculated as per Section 198
of the Companies Act, 2013).
41
Annual Report 2018-19
ATTACHMENT–K
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(C) Rremuneration to Key Managerial Personnel other than md/Manager/wtd
(` in Lakhs)
Key Managerial Personnel
S. No. Particulars of Remuneration Mr. Rajan Luthra Mr. Anil Kumar Total
CEO
(CFO) (CS)
1 Gross Salary
(a) Salary as per provisions contained 61.39 5.72 67.11
in section 17(1) of the Income Tax
Act, 1961.
(b) Value of perquisites u/s 17(2) of 0.40 – 0.40
NA
the Income Tax Act, 1961.
(c) Profits in lieu of salary under – – –
section 17(3) of the Income Tax
Act, 1961.
2 Stock Option – – –
3 Sweat Equity – – –
4 Commission as % of profit – – –
5 Others, please specify – – –
Total 61.79 5.72 67.51
ATTACHMENT-L
VII- PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES
Type Section of the Brief Description Details of Penalty/ Authority (RD/ Appeal made if
Companies Act Punishment/ NCLT/ Court) any (give details)
Compounding fees
imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
42
Action Construction Equipment Limited
CORPORATE GOVERNANCE REPORT
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last.
The Company’s philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate
behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.
The Action Construction Equipment Limited (ACE) philosophy on corporate governance envisages the attainment of the highest level
of transparency, accountability, and equity in all facets of its operations and in its interactions with its stakeholders. The Company is
committed to achieving and maintaining the highest standards of corporate governance. The Company believes that all its actions must
serve the underlying goal of enhancing overall stakeholder value over a sustained period of time.
Our actions are governed by our values and principles, which are reinforced at all levels within the Company. At ACE, we are committed
to doing things the right way which means taking business decisions and acting in a way that is ethical and is in compliance with
applicable legislation. Our Code of Business Principles is an extension of our values and reflects our continued commitment to ethical
business practices across our operations. Our Code of Business Principles inspires us to set standards which not only meet applicable
legislation but go beyond in many areas of our functioning. To succeed, we believe, requires highest standards of corporate behavior
towards everyone we work with, the communities we touch and the environment on which we have an impact. This is our road to
consistent, competitive, profitable and responsible growth and creating long term value for our shareholders, our people and our
business partners. The above principles have been the guiding force for whatever we do and shall continue to be so in the years to come.
The Board of Directors fully supports and endorses the Corporate Governance practices in accordance with the provisions of
Regulation 34(3), and Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulation”), as amended with the Stock Exchanges and the voluntary Corporate Governance guidelines to ensure
good Corporate Governance practices across the Company in letter and in spirit. The Company has complied with all the mandatory
requirements of the said clause.
The Company has adopted a Code of Conduct for its employees including the Managing Director, Executive Directors, Independent
Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (Act).
BOARD OF DIRECTORS
Composition and category of Board of Directors
The Board of Directors (“the Board”) of your Company provides leadership and guidance to the Company’s management and directs,
supervises and controls the performance of the Company. The Board plays a crucial role of piloting the Company towards enhancement
of the short and long term interests of the stakeholders.
43
Annual Report 2018-19
The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of
Executive and Non-Executive Directors with Women Directors.
The Board comprises of the members distinguished in various fields such as management, finance, strategic planning etc. This provides
reliability to the Company’s functioning and the Board ensures a critical examination of the strategies and operational planning
mechanisms adopted by the management.
As on the date of this Report, the Board comprised of 8 (Eight) members, 4 (four) of which are Independent Directors constituting half of
the Board strength, 4 (Four) are Executive Directors including Chairman & Managing Director.
All executive directors are promoters of the Company. The Executive Directors are authorized for conducting the general business of the
Company, but all the other crucial decisions are taken at the Board Level. The Chairman and Managing Director (CMD) provided overall
direction and guidance to the Board. The Board of directors of the Company meets at timely intervals and takes the crucial decisions of
the Company.
None of the Directors on the Board holds directorships in more than 8 (eight) listed Companies. None of the Independent Directors
serves as an independent director on more than seven listed entities. Necessary disclosures regarding their directorship and Committee
positions (including chairmanship) in other Companies as on March 31, 2019 have been made by the Directors.
As mandated by Regulation 26 of the Listing Regulations, none of the Directors is a member of more than ten Board level Committees
(considering only Audit Committee and Stakeholders’ Relationship Committee) or Chairman of more than five Committees across all
public limited companies (listed or unlisted) in which he/she is a Director.
Number of Board Meetings:
During the financial Year 2018-19, four (4) Board Meetings were held i.e. on May 21, 2018, August 04, 2018, October 29, 2018 and
February 12, 2019.
Directors’ attendance record and their other Directorships/Committee memberships:
The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year under review and at the
last Annual General Meeting (“AGM”), the number of Directorships and Committee Chairmanships/Memberships held by them in other
public limited companies as on March 31, 2019 are given herein below:
Name of Directors Position in Attendance Attendance Directorship in other listed Directorship Position on Audit &
the Company at Board at AGM Companies & categories in other Stakeholders
Meeting out (28.09.2018) Indian Relationship
of four(4) public Committee in Indian
Companies Companies
including ACE
As As
Chairman Member
Mr. Vijay Agarwal Chairman &
4 Yes – – – 1
(DIN:00057634) Managing Director
Mrs. Mona Agarwal
Whole-Time Director 4 Yes – – – –
(DIN:00057653)
Mr. Sorab Agarwal
Whole-Time Director 4 Yes – – – 1
(DIN:00057666)
Mrs. Surbhi Garg
Whole-Time Director 4 No – – – –
(DIN:01558782)
Mr. Girish Narain Mehra 1. Amrit Corp. Ltd., Non Ind.
Independent
(IAS Retd.) 4 Yes 2. Bharat Seats Ltd., Ind. 4 5 2
Non-executive
(DIN:00059311) 3. Subros Ltd., Ind.
Mr. Subhash Chander Independent
4 Yes – – 1 1
Verma (DIN:00098019) Non-executive
Dr. Amar Singhal Independent
4 No – – 1 1
(DIN:00035903) Non-executive
Mr. Keshav Chandra Independent
3 Yes – – – –
Agrawal (DIN:00098143) Non-executive
44
Action Construction Equipment Limited
Disclosure of relationships between Directors inter-se:
Mr. Vijay Agarwal, Chairman & Managing Director is the husband of Mrs. Mona Agarwal, Whole-Time Director and father of Mr. Sorab
Agarwal and Mrs. Surbhi Garg, Whole-Time Directors of the Company. All other Directors of the Company, act in their Independent
capacities and do not have any inter-se relationship among them.
The Board periodically reviews the compliance report of all laws applicable to the Company.
The particulars of Directors, who are proposed to be appointed / re-appointed at the ensuing AGM, are given in the Notice convening the AGM.
Number of Independent Directorships:
In compliance with the Listing Regulations, Directors of the Company do not serve as Independent Director in more than seven listed
companies. In case he/she is serving as a Whole-Time Director in any listed company, does not hold the position of Independent Director
in more than three listed companies.
Shareholding of Non-Executive Directors:
Number of Equity shares held by non-executive directors as on March 31, 2019 is given below:
S. No. Name of the Directors Designation Category No. of Meeting held No. of Meeting
during the year Attended
1. Mr. Girish Narain Mehra Member Independent 1 1
2. Mr. Subhash Chander Verma Member Independent 1 1
3. Dr. Amar Singhal Member Independent 1 1
4. Mr. Keshav Chandra Agrawal Member Independent 1 1
In accordance with the Companies Act, 2013 and Listing Regulations, following matters were, inter alia, reviewed and discussed in the
meeting: -
(a) Performance of Non-Independent Directors and the Board of Directors as a whole;
(b) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;
(c) 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.
Familiarization programs for Independent Directors:
The details regarding Independent Directors’ Familiarization Programs are available on the Company’s website at www.ace-cranes.com.
Key Board qualifications, expertise and attributes:
The Company’s core business(es) includes manufacturing of four types of heavy equipment – (i) mobile cranes / tower cranes
45
Annual Report 2018-19
(ii) material handling, (iii) construction equipment and (iv)
agri equipment etc.
The following is the list of core skills/expertise/competencies
identified by the Board of Directors as required in the context
of the Company’s aforesaid business(es) for it to function
effectively and those available with the Board as a whole.
(a) General management/Governance: Strategic thinking,
decision making and protect interest of all stakeholders;
(b) Sales & Marketing: Experience in sales and marketing
management based on understanding of the
Construction Equipment industry;
(c) International Business experience: Experience in
leading businesses in different geographies/markets
around the world;
(d) Financial skills: Understanding the financial statements,
financial controls, risk management, mergers and
acquisition, etc.;
(e) Technical skills: Professional skills and knowledge including legal and regulatory aspects.
Performance evaluation of the Board, its committees and individual Directors, including Independent Directors:
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The framework
is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need
and new compliance requirements.
For evaluation of the entire Board, its Committees and evaluation of individual Director’s performance, a structured questionnaire,
covering various aspects of the functioning of the Board and its Committee is in place.
Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year
2018-19.
The Nomination and Remuneration Committee has also carried out evaluation of every Director`s performance.
The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.
Information supplied to the Board:
The Board has complete access to all information with the Company. All Board Meetings are governed by a structured agenda which is
backed by comprehensive background information.
Agenda papers of the Boards and its Committee meetings are circulated to the Directors well in advance of the meetings, supported
with significant information including that as enumerated in Schedule V of Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for an effective and well-informed decision making during the meetings. Where it is not
practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda.
The Company Secretary records minutes of proceedings of each Board and Committee meetings. Draft minutes are circulated to
Board / Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion
of the meeting. Important decisions taken at the Board / Board Committee meetings are communicated promptly to the concerned
departments.
REMUNERATION OF DIRECTORS
(a) All pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the Company:
Apart from sitting fees that are paid to the Non- Executive and Independent Directors for attending Board/Committee meetings, no
other fees/commission were paid during the year. During the period under review, there was no pecuniary relationship or business
transaction by the Company with any Non-Executive Directors.
46
Action Construction Equipment Limited
Following is the detail of sitting fees paid to the Non-Executive Directors:
Note:
The Company has received approval from Central government for payment of remuneration to Mr. Vijay Agarwal, Chairman and
Managing Director of the Company vide approval letter No SRN C82288127/2016 –CL –VII dated September 1, 2016 for an Amount
of ` 154.00 lakh for 6 months (01.04.2018 to 30.09.2018) and Mrs. Mona Agarwal, Whole-Time Director of the Company vide
approval letter No SRN C82400086/2016 –CL –VII dated September 01, 2016 for an Amount of ` 75.00 lakh for 6 months (01.04.2018
to 30.09.2018).
Further, During the year, the members of the Company in their 24th Annual General Meeting held on September 28, 2018 have approved
the re-appointment of Mr. Vijay Agarwal as Chairman & Managing Director, Mrs. Mona Agarwal as Whole-Time Director and
Mr. Sorab Agarwal as Whole Time Director for next five years w.e.f October 01, 2018.
(ii) Details of fixed component and performance linked incentives, along with the performance criteria:
Directors are not entitled to any performance linked incentives.
(iii) Service contracts, notice period, severance fees:
The appointments of the Executive Directors are governed by resolutions passed by the shareholders of the Company, which cover
the terms and conditions of such appointment, read with the service rules of the Company. A separate service contract is also
entered into by the Company with Executive Directors. No notice period or severance fee is payable to any Director.
47
Annual Report 2018-19
(iv) Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable:
Not applicable.
COMMITTEES OF BOARD
The Board has constituted various Committees with specific terms of reference in line with the provisions of the Listing Regulations,
Companies Act, 2013 and the Rules issued thereunder. The Board periodically reviews the composition and terms of reference of its
Committees in order to comply with any amendments/modifications to the provisions relating to composition of Committees under the
Listing Regulations, Companies Act, 2013 and the Rules issued thereunder. The Company has currently following 4 (Four) mandatory
Board level Committees, namely:
(A) Audit Committee (AC);
(B) Nomination and Remuneration Committee (NRC);
(C) Stakeholders’ Relationship Committee (SRC);
(D) Corporate Social Responsibility Committee (CSR).
The composition of various committees of the Board of Directors is available on the website of the Company at www.ace-cranes.com.
The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees from time to time.
Details on the role and composition of these committees, including the number of meetings held during the financial year and the related
attendance are provided below:
(A) Audit Committee
The Committee’s composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Members of the Audit Committee
possess financial / accounting expertise / exposure.
During the year, four meetings were held on May 21, 2018, August 04, 2018, October 29, 2018 and February 12, 2019.
Details of the composition of the Committee and attendance during the year are as under:
S. No. Name of the Directors Designation Category No. of meetings held No. of Meeting
during the year Attended
1. Mr. Subhash Chander Verma Chairman Independent 4 4
2. Mr. Girish Narain Mehra Member Independent 4 4
3. Dr. Amar Singhal Member Independent 4 4
4. Mr. Vijay Agarwal Member Executive 4 4
The terms of reference of Audit Committee as amended from time to time, includes the following:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial
statements are correct, sufficient and credible;
2. Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or
removal of the statutory auditors, and the fixation of audit fees;
3. Approval of payment to statutory auditors for any other non-audit services rendered by them;
4. Reviewing, with the management, the quarterly/annual standalone and consolidated financial statements and auditors’ report
thereon, before submission to the Board for approval, with particular reference to:
(a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
48
Action Construction Equipment Limited
(f) Disclosure of any related party transactions;
(g) Qualifications in the draft audit report;
(h) The investments made by unlisted subsidiary companies.
5. Reviewing with the management, the statement of uses/application
of funds raised through an issue (public issue, rights issue, preferential
issue etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and the report
submitted by the agency monitoring the utilization of proceeds of a
public or rights issue and making appropriate recommendations to
the Board to take up steps in this matter;
6. To mandatorily review the following information:
(a) Management discussion and analysis of financial condition and
results of operations;
(b) Statement of significant related party transactions (as defined
by the Audit Committee), submitted by Management;
(c) Management letters/ letters of internal control weaknesses
issued by the statutory auditors;
(d) Internal audit reports relating to internal control weaknesses;
(e) The appointment, removal and terms of remuneration of the chief internal auditor;
(f) Statement of deviations:
(i) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1);
(ii) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus /notice
in terms of regulation 32(7).
7. Reviewing with the management, performance of statutory and internal auditors and adequacy of the internal control
systems;
8. Evaluation of internal financial controls and risk management systems;
9. Reviewing and monitoring of the auditor’s independence and performance and effectiveness of audit process;
10. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
11. Discussion with internal auditors any significant findings and follow up thereon;
12. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
13. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
14. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;
15. To direct the Company to establish a vigil mechanism for directors and employees to report genuine concerns to the Audit
Committee and to ensure that the vigil mechanism provides adequate safeguards against victimization of persons who use
such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional
cases;
16. To review the functioning of the Whistle Blower/ Vigil mechanism;
49
Annual Report 2018-19
17. Approval of appointment of CFO after assessing the qualifications, experience & background, etc. of the candidate;
18. Scrutiny of inter-corporate loans and investments;
19. Approval or any subsequent modification of transactions of the Company with related parties;
20. Valuation of undertakings or assets of the company, wherever it is necessary;
21. To investigate into any matter or activity within its terms of reference or referred to it by the Board;
22. To call for the comments of the Auditors about internal control systems, the scope of audit, including the observations of the
Auditors and also discuss any related issues with the internal and Statutory Auditors and the Management of the Company.
The Company has Internal Auditor who submits its report to the Audit Committee.
The Chairman of the Audit Committee was present in the last Annual General Meeting held on September 28, 2018.
The MD, CFO and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee Meetings.
(B) Nomination and Remuneration Committee
The Committee’s constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013,
Part D of Schedule II of the Regulation 19(4) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 or in any subsequent amendment thereto.
Terms of reference of the Committee inter alia include determination of the Company’s policy on specific remuneration packages for
Directors, Key Managerial Personnel and Senior Management. Senior Management means the officers /personnel of the Company
who are members of its core management team excluding Board of Directors and normally this comprises all members of the
management one level below the Managing Director/Whole-Time Directors and includes Company Secretary and Chief Financial
Officer.
During the year, two meeting were held i.e. on May 21, 2018 and February 12, 2019.
The details of Composition and attendance of the Nomination and Remuneration Committee are given below:-
S. No. Name of the Directors Designation Category Total No. of meeting No. of Meeting
held during the year Attended
1. Dr. Amar Singhal Chairman Independent 2 2
2. Mr. Girish Narain Mehra Member Independent 2 2
3. Mr. Subhash Chander Verma Member Independent 2 2
The broad terms of reference of the Nomination and Remuneration Committee as amended from time to time, includes the
following:
1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance
with the criteria laid down and recommend to the Board their appointment/ratification of appointment and removal;
2. To formulate the criteria for evaluation of Independent Directors and the Board and to carry out the evaluation of every
Director’s performance;
3. To formulate the criteria for determining qualification, positive attributes and independence of Directors;
4. To recommend/approve remuneration of the Executive Directors and any increase therein from time to time, within the limit
approved by the members of the Company;
5. To recommend/approve remuneration of Non-Executive Directors in the form of sitting fees for attending meetings of Board
and its Committees, remuneration for other services, commission on profits, grant of stock options or payment of any other
amount;
6. To decide the overall compensation structure/policy for the employees, senior management and the Directors of the Company
including ratio of fixed and performance pay, performance parameters etc.;
7. To approve rating of Company’s performance for the purpose of payment of annual bonus/ performance incentive to
employees and Executive Director(s) of the Company;
50
Action Construction Equipment Limited
8. To approve Management Incentive Plan or any other Incentive Plan for the purpose of payment of performance Incentive to
the employees and Executive Director(s) of the Company;
9. To engage the services of any consulting/ professional or other agency at the cost of the Company for the purpose of
recommending to the Committee on compensation structure/ policy including Stock Option Scheme;
10. To recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other
employees;
11. To recommend amendment to Employees Stock Option Scheme of the Company or to recommend any such new Scheme for
approval of members of the Company;
12. To exercise all the powers as mentioned in the Employees Stock Option Scheme of the Company;
13. To invite any executive or outsider, at its discretion at the meetings of the Committee;
14. To devise a policy on Board diversity;
15. Whether to extend or continue the term of appointment of the independent directors;
16. Recommend to the Board, all remuneration in whatever form, payable to senior management;
17. To exercise such other powers as may be delegated to it by the Board from time to time.
All decision relating to the remuneration of the Directors are taken by the Board of Directors of the Company on the recommendation
of the Nomination and Remuneration committee.
Performance evaluation criteria for independent directors:
The performance evaluation for the financial year was carried out in accordance with the criteria laid out by the Nomination and
Remuneration Committee and approved by the Board. The evaluation of all directors (including Independent Directors) was done
by the entire Board of Directors (excluding the Director being evaluated).
(C) Stakeholders Relationship Committee
The composition and the terms of reference of the Stakeholders’ Relationship Committee are in line with Section 178 of the
Companies Act, 2013 and Part D of Schedule II of the Regulation 20(4) of Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 or in any subsequent amendment thereto.
During the year, one meeting was held on May 21, 2018.
The detail of Composition and attendance of the Stakeholders Relationship Committee is given below:-
S. No. Name of the Directors Designation Category No. of meeting held No. of Meeting
during the year Attended
1. Dr. Amar Singhal Chairman Independent 1 1
2. Mr. Subhash Chander Verma Member Independent 1 1
3. Mr. Sorab Agarwal Member Executive 1 1
The terms of reference of the Stakeholders Relationship Committee, as amended from time to time, includes the following:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the
Registrar & Share Transfer Agent;
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
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Annual Report 2018-19
The Committee also reviews matters relating to unclaimed equity shares and dividend transferred to Investor Education and
Protection Fund (IEPF) pursuant to the IEPF Rules.
The status of shareholder correspondences, queries grievances etc. are endeavored to be addressed instantaneously by the
secretarial department and Registrar & Share Transfer Agent (RTA).
Investor Grievance Redressal:
Details of complaints received and resolved by the Company during the financial year 2018-19 are given below:
Compliance Officer:
Mr. Anil Kumar, Company Secretary is the Compliance Officer for complying with requirements of Securities Laws and Listing
Agreement with the Stock Exchange(s).
(D) Corporate social responsibility (CSR) committee
The Board had constituted Corporate Social Responsibility Committee in terms of section 135 of the Companies Act, 2013 and rules
made thereunder. The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.
During the year, one meeting was held on May 21, 2018.
The detail of Composition and attendance of the CSR Committee is given below:-
S. No. Name of the Directors Designation Category No. of Meetings held No. of Meeting
during the year Attended
1. Dr. Amar Singhal Chairman Independent 1 1
2. Mrs. Mona Agarwal Member Executive 1 1
3. Mr. Keshav Chandra Agrawal Member Independent 1 1
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Action Construction Equipment Limited
GENERAL BODY MEETINGS
(a) The location and time of last three Annual General Meetings (AGM) are as follows:
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Annual Report 2018-19
(e) Special resolution(s) proposed to be conducted through postal ballot:
None of the businesses at the ensuing AGM requires to be conducted through postal ballot.
MEANS OF COMMUNICATION
(a) Quarterly Results:
The Company publishes limited reviewed un-audited standalone/consolidated financial results on a quarterly basis. In respect of
the fourth quarter, the Company publishes the audited results for the complete financial year.
(b) Newspaper:
The Company’s financial results and other required information are generally published in Financial Express (English) and Naya India
(Hindi) newspapers.
(c) Website:
The financial results, the official news and other information are placed on the Company’s website at www.ace-cranes.com in the
investor relations section.
(d) Official news releases and presentations made to institutional investors or to the analysts:
Official press releases, presentation made to institutional investors or to the analysts, etc. are displayed on the Company’s website
at www.ace-cranes.com.
(e) Designated Email ID:
The Company has designated Email Id- cs@ace-cranes.com for redressal of shareholder queries / investor servicing.
(f) SCORES (SEBI Complaints Redressal System):
SEBI has commenced processing of investor complaints in a centralized web based complaints redress system i.e. SCORES. The
Company supported SCORES by using it as a platform for communication between SEBI and the Company.
(g) Uploading on NSE NEAPS & BSE Listing Centre:
The quarterly results, quarterly compliances and all other corporate communications to the Stock Exchange(s) are filed electronically
on NEAPS for NSE and on BSE Listing Centre for BSE.
GENERAL SHAREHOLDER INFORMATION
54
Action Construction Equipment Limited
6. Dividend payment date
Dividend details Payment date
Final Dividend for FY 2018-19 of ` 0.50 (25%) per equity The dividend, if approved by the shareholder shall be paid
shares recommended by the Board of Directors at its within 30 days from the date of declaration.
meeting held on May 16, 2019.
7. Listing details
Name of Stock Exchange(s) & Stock Code(s) Address
BSE Limited (BSE) – 532762 BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai –
400001
National Stock Exchange of India Limited (NSE) – ACE Exchange Plaza, C-1, Block G, Bandra Kurla
Complex, Bandra (E), Mumbai – 400051
8. ISIN for Depositories INE731H01025
9. Listing Fees for the financial year 2019-20 has been paid to both, BSE Limited and National Stock Exchange of India Limited.
Annual custodian charges of Depository have also been paid to NSDL and CDSL for the same period.
10. Market Price Data: High, Low during each month in last Financial Year:
NSE BSE
MONTH(S)
High Low High Low
2018-19
(In `) (In `) (In `) (In `)
April, 2018 204.25 168.50 204.00 168.50
May, 2018 189.80 160.10 189.50 158.00
June, 2018 165.20 118.40 165.30 119.00
July, 2018 147.95 119.30 148.75 119.00
August, 2018 159.50 131.00 159.75 130.95
September, 2018 144.00 99.45 143.50 99.30
October, 2018 106.30 78.40 106.20 78.70
November, 2018 106.35 86.00 106.45 86.35
December, 2018 100.30 84.75 100.35 82.00
January, 2019 103.75 82.00 102.60 82.25
February, 2019 88.50 71.25 88.35 71.40
March, 2019 121.80 81.10 121.55 81.35
11. Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index etc.:
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Annual Report 2018-19
12. Suspension from trading:
No security of the Company has been suspended from trading on any of the stock exchanges where they are listed.
13. Registrar and Share Transfer Agent:
Karvy Fintech Private Limited
Formerly Known as Karvy Computershare Private Limited
Karvy Selenium Tower-B,
Plot No. 31 & 32, Financial District,
Gachibowli Nanakramguda,
Serilingampally, Hyderabad - 500 008
Phone: +91 040 6716 2222 (Board)
Toll Free No 18004258998
Fax: +91 2300 1153
Email: kishore.bv@karvy.com, einward.ris@karvy.com
Website : www.karvy.com
14. Share Transfer System:
Karvy Fintech Private Limited is the Company’s Registrar and Share Transfer Agent (RTA). All the documents received from
shareholders are scrutinized by the Company’s RTA. The shares lodged for transfer, etc. are processed and share certificates duly
endorsed are returned within the stipulated time, subject to documents being valid and complete in all respects.
The Directors and Company officials (Chief Financial Officer and Company Secretary) and RTA are authorized by the Board from time
to time severally to approve the transfer of shares, transmission of shares, requests for deletion of name of the shareholder etc.
which are noted at subsequent Board Meetings.
Transfers of equity shares in electronic form are affected through the depositories with no involvement of the Company.
15. Ownership Pattern as on March 31, 2019:
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Action Construction Equipment Limited
16. Shareholding Pattern by Size as on March 31, 2019 on the basis of Shares held:
% to total
S. No. Category No. of Shareholders No of shares % of total Shares
Shareholders
1 upto 1-5000 33,261 95.90 87,13,712 7.43
2 5001 -10000 731 2.11 27,16,281 2.32
3 10001-20000 331 0.95 24,62,945 2.10
4 20001 -30000 110 0.32 13,57,696 1.16
5 30001 -40000 51 0.15 9,21,126 0.79
6 40001 - 50000 34 0.10 7,75,741 0.66
7 50001 -100000 77 0.22 27,24,931 2.32
8 100001 & ABOVE 84 0.25 9,76,50,568 83.22
Total 34,679 100.00 11,73,23,000 100.00
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 was valid up to March 31, 2019.
OTHER DISCLOSURES
(a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the
Company:
All transactions entered into with related parties as defined under Regulation 23 of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and section 188 or any other provision, applicable If any, of the
Companies Act, 2013 read with rules, during the financial year were in the ordinary course of business and on an arm’s length
pricing basis. None of the transactions with any of the related parties were in conflict with the Company’s interest. These have been
approved by the audit Committee and Board. Necessary disclosures regarding related party transactions are given in the notes to
the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company’s website at
www.ace-cranes.com.
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Action Construction Equipment Limited
(b) Statutory Compliance, Penalties and Strictures:
The Company has complied with the requirements of the Stock Exchange(s), SEBI and Regulatory Authorities on matters related to
the capital market and no penalties/ strictures have been imposed against the Company by the Stock Exchanges or SEBI or any other
Regulatory Authority on any matter related to capital market during the last three years.
(c) Whistle Blower Policy/ Vigil Mechanism:
The Company has adopted a Whistle Blower Policy to provide a vigil mechanism to directors, employees, agents, consultants,
vendors and business partners to disclose instances of wrongdoing in the workplace. The Company is keen on demonstrating the
right values and ethical, moral and legal business practices in every field of activity within the scope of its work. The objective of
this policy is to:
(i) Encourage and enable directors, employees, agents, consultants, vendors and business partners to raise issues or concerns,
which are either unacceptable or patently against the stated objectives, law or ethics, within the Company;
(ii) Ensure that directors, employees, agents, consultants, vendors and business partners can raise issues or concerns without fear
of victimization, subsequent discrimination or disadvantage thereof;
(iii) Reassure the whistle blower(s) that they will be protected from possible reprisals or victimization if they have made disclosure/s
in good faith;
(iv) Ensure that where any wrong doing by the Company or any of its directors, employees, agents, consultants, vendors or
business partners is identified and reported to the Company under this policy. It will be dealt with expeditiously and thoroughly
investigated and remedied. The Company will further examine the means of ensuring how such wrong doing can be prevented
in future and will take corrective action accordingly.
The policy also provides adequate safeguards against victimization of persons who use such mechanism and makes provision for
direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
It is affirmed that no person has been denied access to the Audit Committee. No complaint has been received during the year under
review.
(d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:
The Company has fully complied with the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
(e) Web link where policy for determining ‘material’ subsidiaries is disclosed:
As on March 31, 2019, the Company has one foreign subsidiary. The Company has no unlisted material Subsidiary Company as
defined in regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The policy for determining ‘material’ subsidiaries is available on the website of the Company at www.ace-cranes.com in the investor
relations section.
(f) Web link where policy on dealing with related party transactions is disclosed:
The policy on dealing with related party transactions is available on the website of the Company at www.ace-cranes.com in the
investor relations section.
(g) Details of preferential allotment or qualified institutional placement as specified under Regulation 32 (7A) of the Listing
Regulations:
The Company has not raised funds through preferential allotment or qualified institutional placement.
(h) Certificate from Practicing Company Secretary:
Certificate as required under Part C of Schedule V of Listing Regulations, received from M/s MZ & Associates, Company Secretaries,
that confirming none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or
continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such
statutory authority was placed before the Board of Directors at their meeting held on May 16, 2019.
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Annual Report 2018-19
(i) Recommendations of Committees of the Board:
There were no instances during the financial year 2018-19, wherein the Board had not accepted recommendations made by any
committee of the Board.
(j) Total fees paid to Statutory Auditors of the Company:
Details relating to fees paid to the Statutory Auditors are given in Note No. 28 to the Standalone Financial Statements.
(k) Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The
details relating to the number of complaints received and disposed of during the financial year 2018-19 are as under:
(a) Number of complaints filed during the financial year: NIL
(b) Number of complaints disposed of during the financial year: NA
(c) Number of complaints pending as on end of the financial year: NIL
(l) Transfer to the Investor Education and Protection Fund (IEPF):
Pursuant to applicable provisions of the Companies Act, 2013 (Act) read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force) (IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor
Education and Protection Fund (IEPF) established by the Central Government, after completion of 7 (seven) years from the date
of transfer to Unclaimed Dividend Account of the Company. Further, according to the IEPF Rules, the shares in respect of which
dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat
account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific Order of
Court, Tribunal or Statutory Authority, restraining any transfer of the shares. During the year under review, the Company had
sent individual notices and also advertised in the newspapers, seeking action from the shareholders who have not claimed their
dividends for 7 (seven) consecutive years or more. The Company has transferred to IEPF the following unclaimed dividends and
corresponding shares:
The details of unclaimed dividends and shares transferred to IEPF during FY 2018-19 are as following:
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Action Construction Equipment Limited
(w) Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate
governance:
The Certificate from the Practicing Company Secretaries regarding compliance of conditions of corporate governance is annexed
with it and forms an integral part of the Annual Report.
(x) Demat Suspense Account/ Unclaimed Suspense Account:
The Company does not have any shares in the demat suspense account or unclaimed suspense account.
Sd/-
Vijay Agarwal
Place: New Delhi Chairman & Managing Director
Date: May 16, 2019 DIN: 00057634
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Annual Report 2018-19
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY’S CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive
Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These
Codes are available on the Company’s website.
I confirm that the Company has in respect of the year ended March 31, 2019, received from the senior management team of the
Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, Senior Management means the officers /personnel of the Company who are members of its core
management team excluding Board of Directors and normally this comprises all members of the management one level below the Chief
Executive Officer/Managing Director/Whole-Time Directors and includes Company Secretary and Chief Financial Officer.
Sd/-
Vijay Agarwal
Place: New Delhi Chairman & Managing Director
Date: May 16, 2019 DIN: 00057634
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Action Construction Equipment Limited
CHAIRMAN AND MANAGING DIRECTOR (CMD) & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
To,
The Board of Directors
Action Construction Equipment Limited
We, the undersigned, in our respective capacities as Chairman and Managing Director (CMD) and Chief Financial Officer (CFO) of Action
Construction Equipment Limited (‘the Company’), to the best of our knowledge and belief certify that:
(a) We have reviewed the financial statements and the cash flow statement for the financial year ended March 31, 2019 and to the best
of our knowledge and belief, we state that:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain any statements that
might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing
accounting standards, applicable laws and regulations.
(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the
year, which are fraudulent, illegal or violative of the Company’s code of conduct.
(c) We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same over the
financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or
operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
(d) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit Committee:
(i) significant changes, in the internal control over financial reporting during the year;
(ii) significant changes, in the accounting policies during the year and that the same has been disclosed in the notes to the financial
statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Vijay Agarwal Rajan Luthra
Place: New Delhi Chairman & Managing Director, Chief Financial Officer
Date: May 16, 2019 DIN: 00057634
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Annual Report 2018-19
CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To,
The Members
Action Construction Equipment Limited
Dudhola Link Road, Dudhola,
Distt. Palwal-121102, Haryana, India
We have examined the compliance of conditions of Corporate Governance by Action Construction Equipment Limited, for the year ended
on March 31, 2019, as stipulated in Regulations 17-27 and clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,(‘Listing
Regulations’) pursuant to the Listing Agreement of the Company with Stock exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in Regulations 17-27 and clause (b) to (i) of Regulation 46 (2) and paragraphs C,
D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
pursuant to the Listing Agreement of the said Company with stock exchange(s).
Sd/-
CS Mohd Zafar
Partner
Place: Faridabad Membership No: FCS 9184
Date: 16.05.2019 CP: 13875
66
Action Construction Equipment Limited
Independent Auditor’s Report
To the Members of Action Construction Equipment Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the Standalone Financial Statements of Action Construction Equipment Limited which comprise the Balance Sheet as
at 31st March, 2019 and the statement of Profit and Loss (including other comprehensive income), statement of changes in equity and
statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its
profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the
responsibilities described in the Auditor’s responsibilities for the Audit of IND AS financial statements section of our report, including
in relation to these matters. Accordingly our audit included the performance of procedures designed to respond to our assessment of
the risks of the material misstatement of the Ind As financial statements. The results of our audit procedures including the procedures
performed to address the matters below, provide the basis for our audit opinion on the accompanying Ind As financial statements.
Key Audit Matters How our audit addressed the key audit matters
Adoption of IND AS 115-Revnue from Contracts with Customers as described in note 1.3(a) of the financial statements .
The company has adopted the IND AS 115-Revenue from contracts As a part of our audit procedures, our procedures included the
with customers mandatory for reporting periods beginning on or following:-
after 1st April 2018.
We have read the accounting policy for revenue recognition and
Application of IND AS 115 including selection of transition method assessed the compliance of the policy in terms of the principal
involves significant judgement in determining when control enunciated under IND AS 115.
of goods or services underlying the performance obligation is
We obtained and understood the revenue recognition process
transferred to the customer and transition method to be applied.
including determining the point of transfer of control and
As the revenue recognition due to the significance of the balance completion of performance obligation.
to the financial statements as a whole we regard this as a key audit
We performed the test of details on a sample basis and examined
matter.
the underlying customer contracts.
We examined the disclosure made by management in compliance
with the requirements with IND AS 115.
Conclusion
Our procedures did not find any material exceptions.
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Annual Report 2018-19
Information other than the Standalone Financial Statements and Auditor’s Report thereon
The Company‘s Board of Directors is responsible for the other information. The other Information comprises the Report of the Directors
and the following Annexures thereon namely Management Discussion and Analysis, Report on the Corporate Governance, Annual Report
on Corporate Social Responsibility Activities, Form AOC-1, Form AOC-2, Conservation of energy, Technology Absorption and exchange
Earnings and outgo but does not include the Standalone Financial Statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements our responsibility is to read the other information and in doing so
consider whether the other information as materiality inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated.
If based on the work we have performed if we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the Implementation guide on reporting standards matters stated in section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that give a true and fair
view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
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Action Construction Equipment Limited
• Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and
whether the Standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
• During the year, the preference shareholders have forgone their right to receive the dividend on 8% Cumulative Non- Participating
Redeemable Preference Shares of Rs 10/-each amounting to Rs 1,20,48,415/- refer to note 37.
• The unaudited financial statements and other unaudited financial information of the merged company (M/s Frested Limited) included
in the aforesaid standalone Ind AS financial statements has been provided by the management and relied upon by us for the purpose
of the company standalone Ind As financial statements (refer to note 36).
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure-A, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section
133 of the Act;
(e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164
(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure-B”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the company’s internal financial controls over financial reporting;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable
losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company.
For BRAN & ASSOCIATES
Chartered Accountants
Firm’s Registration No.014544N
CA Ravi Gulati
Place : New Delhi Partner
Date : 16th May 2019 Membership No.090672
69
Annual Report 2018-19
Annexure-A to the Independent Auditors’ Report
The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the Ind As Standalone Financial
statements for the year ended March 31, 2019, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified on regular
basis. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies
were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size
of the Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the title deeds of immovable properties are held in the name of the Company.
(ii) Physical verification of inventory was conducted by the management at reasonable interval during the year.
In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks
followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.
In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of
inventory and discrepancies noticed on physical verification by the Management have been properly adjusted in books of accounts.
(iii) The Company has not granted any loans, secured or unsecured, to the companies, firms, limited liability partnerships or other
parties covered under register maintained under section 189 of the Companies Act,2013.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of
Section 185 and 186 of the Companies Act, 2013 in respect of granting of loans, making investments and providing guarantees
and securities, as applicable.
(v) The Company has not accepted any deposits from the public.
(vi) The Company has maintained books of accounts pursuant to the rules made by the central government for the maintenance of
cost records under section 148 of the Companies Act, 2013 and in our the opinion the prescribed accounts and records have been
properly maintained.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident
fund, income tax, goods & service tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other
material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As
explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
income tax, goods & service tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material
statutory dues were in arrears as at March 31, 2019 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no material dues of duty of customs which have not been
deposited with the appropriate authorities on account of any dispute. However, according to information and explanations
given to us, the following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited
by the company on account of disputes:
70
Action Construction Equipment Limited
Name of statute Name of the Amount Period to which the Forum where
disputed dues (` in Lacs) amount relates dispute are pending
Income Tax Act, 1961 Income Tax 471.60 2015-16 & 2016-17 CIT (Appeal)
Income Tax Act, 1961 Income Tax 6.58 2009-10 & 2010-11 ITAT Delhi
The Central Excise Act, 1944 Excise duty 607.44 2006-2007 to 2010-2011 CESTAT
The Central Excise Act, 1944 Excise duty 829.60 2008-2009 to 2013-14 CESTAT
The Central Excise Act, 1944/Service
Excise duty 1.44 2012-13 Assistant Commissioner
Tax under finance Act, 1994
The Central Excise Act, 1944 Excise duty 2.38 2009-2010 Commissioner (Appeal)
The Service Tax under finance
Service tax 8.11 2010-11 Add. Commissioner
Act, 1994
Jt. Commissioner
The Haryana Vat Act, 2003 Sale Tax 17.30 2004-05 to 2005-06
Faridabad
The west Bengal Act, 2003 Sale tax 13.00 2011-12 High Court
Add-Commissioner
The west Bengal Act, 2003 Sale tax 1260.70 2006-07 to 2012-13 Review Board
(West Bengal)
(viii) The Company has not defaulted in repayment of loans or borrowings from any financial institutions, banks, government or
debenture holders during the year.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term
loans were applied for the purposes for which they were raised.
(x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or
employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the company, the
company has paid / provided for managerial remuneration and has got requisite approvals mandated by the provisions of section
197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the company,
transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during
the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not entered into non-cash transactions with directors or persons connected with them and hence provisions of
section 192 of the Companies Act,2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India act 1934.
CA Ravi Gulati
Partner
Membership No. 090672
72
Action Construction Equipment Limited
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our knowledge and according to the explanations given to us, the Company has, in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India.
CA Ravi Gulati
Partner
Membership No. 090672
73
Annual Report 2018-19
Standalone Balance Sheet as at March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars Notes
March 31, 2019 March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment 2 32,132.28 31,597.58
Capital work in progress 2 713.58 403.68
Investment properties 3 1,251.33 1,275.00
Intangible assets 4 56.68 91.65
Financial assets
i. Investments 5 2,386.02 1,837.01
ii. Loans 6 - 1,651.42
iii. Other financial assets 7 451.54 356.64
Other non-current assets 8 6,854.11 6,598.27
Non-current tax assets (Net) 16.11 507.96
Total non-current assets 43,861.65 44,319.21
Current assets
Inventories 9 21,246.09 14,385.80
Financial assets
i. Investments 5 2,665.85 3,119.90
ii. Trade receivables 10 14,398.44 16,981.18
iii. Cash and cash equivalents 11 843.73 667.40
iv. Bank balances other than (iii) above 12 297.48 411.65
v. Other current financial assets 7 233.65 290.27
Other current assets 8 4,739.83 3,645.82
Current tax Assets (Net) 159.15 –
Total current assets 44,584.22 39,502.02
Total Assets 88,445.87 83,821.23
EQUITY AND LIABILITIES
Equity
Equity share capital 13 2,346.46 2,346.46
Other equity 14 41,372.42 38,210.43
Total Equity 43,718.88 40,556.89
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 15 3,725.17 6,367.41
Provisions 16 260.26 1,151.30
Deferred tax liabilities (Net) 17 1,559.10 874.24
Total non-current liabilities 5,544.53 8,392.95
Current Liabilities
Financial liabilities
i. Borrowings 15 664.86 57.43
ii. Trade payables 18
(a) Total outstanding dues of micro enterprises and small enterprises 1,071.43 4,416.29
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises 26,988.82 19,174.01
iii. Other financial liabilities 19 8,030.35 8,220.48
Other current liabilities 20 2,273.99 2,393.13
Provisions 16 153.01 222.14
Current tax liabilities (Net) - 387.91
Total current liabilities 39,182.46 34,871.39
Total Equity and Liabilities 88,445.87 83,821.23
The accompanying Notes (1 to 41) are an integral part of Financial Statements
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
74
Action Construction Equipment Limited
Standalone Statement of Profit and Loss for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Year ended Year ended
Particulars Notes
March 31, 2019 March 31, 2018
Income
Revenue from operations 21 134,248.51 109,864.26
Other income 22 970.67 794.28
Total income 135,219.18 110,658.54
Expenses
Cost of materials consumed 23 101,160.67 76,656.62
Purchase of stock-in-trade 1,509.37 387.84
Changes in inventories of finished goods, stock-in-trade and work-in-progress 24 (4,700.65) (265.37)
Excise duty – 1,215.43
Employee benefits expenses 25 7,503.46 6,760.39
Finance costs 26 1,152.09 1,352.66
Depreciation and amortisation expenses 27 1,175.18 1,193.35
Other expenses 28 18,984.56 15,896.20
Total expenses 126,784.68 103,197.12
Profit before exceptional items and tax 8,434.50 7,461.42
Exceptional items – –
Profit before tax 8,434.50 7,461.42
Tax expense 29
Current tax 2,643.20 2,066.13
Deferred tax 175.12 131.79
Profit after tax 5,616.18 5,263.50
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of post employment defined benefit obligation (2.18) 5.06
Income tax relating to these items 0.74 (1.75)
Other Comprehensive income for the year (net of tax) (1.44) 3.31
Total comprehensive income for the year 5,614.74 5,266.81
Earnings per equity share (Face Value of ` 2/- each) 35
Basic (`) 4.79 4.49
Diluted (`) 4.79 4.49
The accompanying Notes (1 to 41) are an integral part of Financial Statements
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
75
Annual Report 2018-19
Standalone Statement of Changes in Equity for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
A) Equity share capital
Balance as at April 1, 2017 2,346.46
Increase/(Decrease) during the year –
Balance as at March 31, 2018 2,346.46
Increase/(Decrease) during the year –
Balance as at March 31, 2019 2,346.46
B) Other equity
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
76
Action Construction Equipment Limited
Standalone Statement of Cash Flow for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Cash flow from operating activities
Profit before tax 8,434.50 7,461.42
Adjustments for
Depreciation and amortisation expense 1,175.18 1,193.35
Gain on disposal of property, plant and equipment (42.40) (57.60)
Loss on disposal of property, plant and equipment 31.35 59.83
Unrealised foreign exchange fluctuation 10.36 (34.08)
Interest income (261.68) (147.88)
Interest income from financial assets at amortised cost – (246.61)
Gain on Investments carried at fair value through profit or loss (net) (246.92) (133.84)
Rental income classified as investing cash flows (103.01) (111.05)
Finance costs 1,152.09 1,352.66
Other Non-cash items – (1.34)
Bad Debts Written off 345.75 271.51
Provision for doubtful receivable 7.59 9.49
Provision for doubtful loan & Advances – 350.00
Change in operating assets and liabilities
(Increase)/Decrease in trade receivables 2,232.77 (6,629.56)
(Increase)/Decrease in inventories (6,860.29) (3,069.17)
(Increase)/Decrease in other financial assets 81.05 (94.15)
(Increase)/Decrease in other current assets (1,110.63) (1,473.27)
Increase/(Decrease) in trade payables 4,472.84 8,854.33
Increase/(Decrease) in provisions (87.34) 123.74
Increase/(Decrease)in other financial liabilities 280.70 2,227.39
Increase/(Decrease) in other current liabilities (119.14) 484.32
Cash generated from operations 9,392.77 10,389.49
Income taxes paid (2,187.93) (1,465.36)
Net cash inflow from operating activities 7,204.84 8,924.13
Cash flows from investing activities
Purchase of property, plant and equipment (2,363.47) (1,916.70)
Purchase of Intangible assets (6.24) (2.30)
Capital advances and Capital work in progress (565.74) (2,685.47)
Loans to subsidiaries – (3.48)
Purchase of Investments (1,064.10) (1,583.54)
Proceeds from disposal of property, plant and equipment 729.52 1,479.44
Fixed deposit having maturity more than 3 months (5.16) 783.84
Interest income 261.68 147.88
Gain on Investments carried at fair value through profit or loss (net) 246.92 133.84
Rental income classified as investing cash flows 103.01 111.05
Net cash outflow from investing activities (2,663.58) (3,535.44)
77
Annual Report 2018-19
Standalone Statement of Cash Flow for the year ended March 31, 2019 (contd.)
(All amounts in `Lakhs, unless otherwise stated)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Cash flows from financing activities
Net proceeds from non-current borrowings (1,404.29) 201.26
Net proceeds from current borrowings 3.04 (2,422.70)
Redemption of Preference Shares (1,104.39) (1,313.16)
Interest paid (1,152.09) (1,352.66)
Dividend and Tax thereon (707.20) (423.61)
Net cash outflow from financing activities (4,364.93) (5,310.87)
Net increase in cash and cash equivalents 176.33 77.82
Cash and cash equivalents at the beginning of the year 667.40 589.58
Cash and cash equivalents at end of the year 843.73 667.40
Notes:
(a) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard
(Ind AS-7) - “Statement of Cash Flows”.
(b) Cash and Cash Equivalents comprises of:
As at As at
Particulars
March 31, 2019 March 31, 2018
Balances with banks in current accounts 537.67 80.62
Cash on hand 49.49 46.69
Bank/ Term deposits with original maturity less than 3 months 256.57 540.09
843.73 667.40
(c) Amendment to Ind AS-7
The amendments to Ind AS-7 Cash flow statments requires the entities to provide disclosures that enable users of financial
statements to evaluate changes in liabilities, both cash flows and non-cash changes arising from financing activities, suggesting
inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing
activities, to meet the disclosure requirement. This amendment has become effective from April 1, 2017 and the required disclosure
is made below. There is no other impact on the financial statements due to this amendments.
Particulars As at Cash Flow Current/ As at
March 31, 2018 Non-current March 31, 2019
classification
Borrowing Non-current 6,367.41 (1,103.63) (1,538.61) 3,725.17
Other Financial Liabilities 1,405.05 (1,405.05) 934.22 934.22
Borrowing current 57.43 3.04 604.39 664.86
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer C ompany Secretary DIN: 00098019
78
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
COMPANY OVERVIEW
Action Construction Equipment Limited (the Company) is a public limited company and domiciled in India, which was incorporated
on January 13, 1995, and having its registered office at Dudhola link Road, Village Dudhola, Palwal - 121102, Haryana, India and
is listed on BSE Limitd (BSE) and National Stock Exchange of India Limited (NSE). The company is engaged in the business of
manufacturing and marketing of Hydraulic Mobile Cranes, Mobile Tower Cranes, Crawler Cranes, Truck mounted Cranes, Material
Handling equipment like Forklifts, Road construction equipment like Backhoe loaders, Compactors, Motor graders and agriculture
equipment like Tractors, Harvesters, Rotavators etc. The company has manufacturing facilities at Haryana.
The Company concluded its Initial Public Offer (IPO) in September 2006 and its Equity Shares got listed at BSE Limited and National
Stock Exchange of India Limited on September 26, 2006. The IPO comprised of 46,00,000 Equity Shares of face value of ` 10 each
allotted at a premium of ` 120 per share and on March 24, 2008, the Company has sub-divided its Shares from face value of ` 10
each to ` 2 each.
The financial statements for the year ended March 31, 2019 were approved by the Board of Directors and authorised for issue on
May 16, 2019.
1. SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of the significant accounting policies adopted in the preparation of these standalone financial statements.
These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1 Basis of preparation
Compliance with Ind AS
These financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of
the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
The financial statements have been prepared on accrual and going concern basis. All assets and liabilities have been classified as
current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III
to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their
realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current
or non-current classification of assets and liabilities.
Historical Cost Convention
The financial statements have been prepared under the historical cost convention on the accrual basis of accounting except for the
following –
• Certain financial assets and liabilities which are measured at fair value;
• Defined benefit plans - plan assets measured at fair value.
1.2. Current / Non-Current Classification
Any asset or liability is classified as current if it satisfies any of the following conditions:
a) the asset/liability is expected to be realized/settled in the Company’s normal operating cycle;
b) the asset is intended for sale or consumption;
c) the asset/liability is held primarily for the purpose of trading;
d) the asset/liability is expected to be realized/settled within twelve months after the reporting period;
e) the asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting date;
f) in the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date.
All other assets and liabilities are classified as non-current.
For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained Its normal operating
cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets and inventories for
processing and their realization in cash and cash equivalents.
79
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
c) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during
the period of time that is necessary to complete and prepare the asset for its intended use or sale. A qualifying asset is one
that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the
statement of profit and loss as incurred.
d) Property, plant and equipment
Recognition and initial measurement
Property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price, borrowing cost if
capitalisation criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.
Any trade discount and rebates are deducted in arriving at the purchase price. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits
attributable to such subsequent cost associated with the item will flow to the Company. All other repair and maintenance costs
are recognised in statement of profit or loss as incurred.
Subsequent measurement (depreciation and useful lives)
Depreciation on property, plant and equipment is provided on the straight-line method, computed on the basis of useful lives
mentioned below:
Based on technical evaluation, the management believes that the useful lives as given above best represent the period over
which management expects to use these assets. Hence, the useful lives for certain items within these classes of assets is
different from the useful lives as prescribed under Part C of Schedule II to the Companies Act, 2013.
The residual values, useful lives and method of depreciation are reviewed at each financial year end and adjusted prospectively,
if appropriate.
Where, during any financial year, any addition has been made to any asset, or where any asset has been sold, discarded,
demolished or destroyed, or significant components replaced; depreciation on such assets is calculated on a pro rata basis as
individual assets with specific useful life from the month of such addition or, as the case may be, up to the month on which such
asset has been sold, discarded, demolished or destroyed or replaced.
De-recognition
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the
statement of profit and loss when the asset is derecognized.
81
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
e) Investment properties
Recognition and initial measurement
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the company,
is classified as investment property. Investment property is measured initially at its cost, including related transaction costs
and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is
probable that future economic benefits associated with the expenditure will flow to the company and the cost of the item can
be measured reliably. All other repairs and maintenance cost are recognised in profit or loss when incurred. When part of an
investment property is replaced, the carrying amount of the replaced part is derecognized.
Subsequent measurement (depreciation and useful lives)
Depreciation on investment properties is provided on the straight-line method, computed on the basis of useful lives prescribed
under Part C of Schedule II to the Companies Act, 2013.
The useful lives of investment properties are reviewed at each financial year end and adjusted prospectively, if appropriate.
Where, during any financial year, any addition has been made to investment properties, or where investment properties has
been sold, discarded, demolished or destroyed; depreciation on such investment properties is calculated on a pro rata basis
with specific useful life from the month of such addition or, as the case may be, up to the month on which such investment
properties has been sold, discarded, demolished or destroyed.
De-recognition
Investment properties are derecognised either when they have been disposed off or when they are permanently withdrawn
from used and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in profit or loss in the period of de-recognition.
f) Intangible assets
Recognition and initial measurement
Purchased Intangible assets are stated at cost less accumulated amortisation and impairment, if any.
Computer Software and Technical Knowhow
All finite-lived intangible assets, are accounted for using the cost model whereby capitalised costs are amortised on a straight-
line basis over their estimated useful lives. The estimated useful life of an identifiable intangible asset is based on a number
of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of
the industry, and known technological advances), and the level of maintenance expenditures required to obtain the expected
future cash flows from the asset.
Residual values and useful lives are reviewed at each reporting date. The following useful lives are applied:
g) Leases
As a lessee
Finance leases: Leases of property, plant and equipment where the company, as lessee, has substantially all the risk and
rewards of ownership are classified as finance leases. Finance leases are capitalized at the lease’s inception at the fair value
of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations,
net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period.
82
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Operating lease: Leases in which a significant portion of the risks and rewards of ownership are not transferred to the company
as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the
lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to
increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.
As a lessor
Lease income from operating leases where the company is a lessor is recognized in income on a straight-line basis over the
lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected
inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.
h) Financial instruments
Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument and
are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss
which are measured initially at fair value.
If the Company determines that the fair value at initial recognition differs from the transaction price, the Company accounts for
that instrument at that date as follows:
(i) at the measurement basis mentioned above if that fair value is evidenced by a quoted price in an active market for an
identical asset or liability (i e a Level 1 input) or based on a valuation technique that uses only data from observable markets.
The Company recognises the difference between the fair value at initial recognition and the transaction price as a gain or loss.
(ii) in all other cases, at the measurement basis mentioned above, adjusted to defer the difference between the fair value at
initial recognition and the transaction price. After initial recognition, the Company recognises that deferred difference as a
gain or loss only to the extent that it arises from a change in a factor (including time) that market participants would take
into account when pricing the asset or liability.
Subsequent measurement of financial assets and financial liabilities is described below:
h.1) Financial assets
Classification and subsequent measurement
For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial
recognition:
(i) Financial assets at amortised cost
A financial instrument is measured at amortised cost if both the following conditions are met;
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest
method.
(ii) Investments in equity instruments of subsidiaries and associates
Investments in equity instruments of subsidiaries and associates are accounted for at cost in accordance with Ind AS 27 Separate
Financial Statements.
(iii) Financial assets at fair value
• Investments in equity instruments other than above - All equity investments in scope of Ind AS 109 are measured at
fair value. Equity instruments which are held for trading are generally classified as at fair value through profit and loss
(FVTPL). For all other equity instruments, the Company decides to classify the same either as at fair value through other
comprehensive income (FVOCI) or fair value through profit and loss (FVTPL). The Company makes such election on an
instrument by instrument basis. The classification is made on initial recognition and is irrevocable.
83
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding
dividends, are recognised in the other comprehensive income (OCI). There is no recycling of the amounts from OCI to P&L,
even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Dividends on
such investments are recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the
investment.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the P&L.
• Mutual funds - All mutual funds in scope of Ind-AS 109 are measured at fair value through profit and loss (FVTPL).
De-recognition of financial assets
A financial asset is primarily de-recognised when the rights to receive cash flows from the asset have expired or the Company
has transferred its rights to receive cash flows from the asset.
h.2) Financial liabilities
Subsequent measurement
After initial recognition, the financial liabilities are subsequently measured at amortised cost using the effective interest
method.
De-recognition of financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement
of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets
and settle the liabilities simultaneously.
i) Impairment of financial assets
All financial assets except for those at FVTPL are subject to review for impairment at each reporting date to identify whether
there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine
impairment are applied for each category of financial assets.
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss for financial assets carried at amortised cost.
ECL is the weighted average of difference between all contractual cash flows that are due to the Company in accordance with
the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, with
the respective risks of default occurring as the weights. When estimating the cash flows, the Company is required to consider:
• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the
assets.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Trade receivables
Trade receivables are recognized initially at fair value and subsequent measured at amortized cost using the effective interest
method, less provision for impairment.
Other financial assets
For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a
84
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
significant increase in the credit risk since initial recognition. If the credit risk has not increased significantly since initial recognition,
the Company measures the loss allowance at an amount equal to 12 month expected credit losses, else at an amount equal to the
lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the financial
asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as at the balance
sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and considers reasonable
and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk
since initial recognition. The Company assumes that the credit risk on a financial asset has not increased significantly since initial
recognition if the financial asset is determined to have low credit risk at the balance sheet date.
j) Impairment of non-financial assets
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash
inflows (cash generating units). As a result, some assets are tested individually for impairment and some are tested at cash-
generating unit level.
At each reporting date, the Company assesses whether there is any indication based on internal/external factors, that an asset
may be impaired If any such indication exists, the Company estimates the recoverable amount of the asset If such recoverable
amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying
amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and
is recognised in the statement of profit and loss. If, at the reporting date there is an indication that a previously assessed
impairment loss no longer exists, the recoverable amount is reassessed which is the higher of fair value less costs of disposal
and value-in-use and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.
Impairment losses previously recognized are accordingly reversed in the statement of profit and loss.
To determine value-in-use, management estimates expected future cash flows from each cash-generating unit and determines
a suitable discount rate in order to calculate the present value of those cash flows The data used for impairment testing
procedures are directly linked to the company’s latest approved budget, adjusted as necessary to exclude the effects of future
re-organisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and
reflect current market assessment of the time value of money and asset-specific risk factors.
k) Fair value measurement
The Company measures certain financial instruments, such as, investments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic best interest. Refer Note 31 for fair value hierarchy.
l) Inventories
Inventories are stated at the lower of cost and net realisable value The cost of inventories comprises of all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Costs of
inventories are computed using the weighted average cost formula. Net realisable value is the estimated selling price in the
ordinary course of business less any applicable selling expenses. Provision for obsolescence and slow moving inventory is made
based on management’s best estimates of net realisable value of such inventories.
m) Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
85
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax
Act, 1961. Current tax items are recognised in correlation to the underlying transaction either in other comprehensive income
or directly in equity.
Deferred tax liabilities are generally recognised in full for all taxable temporary differences. Deferred tax assets are recognised
to the extent that it is probable that the underlying tax loss, unused tax credits (Minimum alternate tax credit entitlement)
or deductible temporary difference will be utilised against future taxable income. This is assessed based on the Company’s
forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of
any unused tax loss or credit. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to
the extent that it has become probable that future taxable profits will allow deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax Laws) that have been enacted or substantively enacted at the reporting
date. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or
directly in equity.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts
and there is an intention to settle the asset and liability on a net basis. Deferred tax assets and deferred tax liabilities are offset
when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets
and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
n) Investment in subsidiaries, joint ventures and associates
Investments in subsidiaries, joint ventures and associates are carried at cost less accumulated impairment losses, if any where
an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its
recoverable amount. On disposal of these investments, the difference between net disposal proceeds and the carrying amounts
are recognised in the Statement of Profit and Loss.
o) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis
over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an
asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
When the Company receives grants for non-monetary assets, the asset and the grant are recorded at fair value amounts and
released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by
equal annual installments.
p) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits with banks and short-term highly liquid investments
(original maturity less than 3 months) that are readily convertible into known amount of cash and are subject to an insignificant
risk of change in value.
q) Post-employment, long term and short term employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognized in respect of employees’ services
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current employee benefit obligations in the balance sheet.
Other long-term employee benefit obligations
The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which
86
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
the employees render the related service. They are therefore measured as the present value of expected future payments to
be made in respect of services provided by employee up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the appropriate market yields at the end of the reporting period that have terms
approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in
actuarial assumptions are recognized in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to
defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to
occur.
Post-employment obligations
The group operates the following post-employment scheme:
(a) Defined benefit plans such as gratuity; and
(b) Defined contribution plans such as provident fund.
Gratuity obligations
The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plans is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is
calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated future cash
outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating
to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair
value of plan assets. This cost is included in employee benefit expenses in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in
the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement
of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized
immediately in profit or loss as past service cost.
r) Provisions, contingent assets and contingent liabilities
Provisions are recognised only when there is a present obligation, as a result of past events, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount
of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect
the current best estimates. If the effect of the time value of money is material, provisions are discounted to reflect its present
value using a current pre-tax rate that reflects the current market assessments of the time value of money and the risks specific
to the obligation. When provisions are discounted, the increase in the provision due to the passage of time is recognised as a
finance cost.
Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company Or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle
the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised and continuously assessed for recoverability. However, when inflow of economic benefits
is probable, related asset is disclosed.
s) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after
deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted
average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
87
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.
t) Amounts rounding off
All amounts disclosed in the financial statements and the accompanying notes have been rounded off to the nearest lakhs as
per the requirement of Schedule III (Division III) of the Companies Act, 2013, unless otherwise stated.
1.4. Key accounting estimates and judgements
The preparation of the Company's Financial statements requires the management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affacted in future periods.
Critical accounting estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next Financial year are
described below:
a) Income taxes
The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of
paying advance tax, determining the provision for Income taxes, Including amount expected to be paid/ recovered for uncertain
tax positions.
b) Property, plant and equipment
Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect
of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual
value at the end of its life. The useful lives and residual values of Company's assets are determined by the management at
the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical
experience with similar assets as well as anticipation of future events, which may impact their life such as changes in technical
or commercial obsolescence arising from changes or improvements in production or from a change in market demand or the
product or service output of the asset.
c) Defined Benefit Obligation
The costs of providing pensions and other post-employment benefits are charged to the Statement of Profit and Loss in
accordance with Ind AS 19 'Employee benefits' over the period during which benefit is derived from the employees' services.
The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation
rate, discount rates, expected rate of return on assets and mortality rates. The same is disclosed in Note 30, 'Employee benefits'.
d) Fair value measurement of financial instruments
When the Fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow
model, which involve various judgements and assumptions.
1.5 Standards issued but not yet effective
The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) (Amendment) Rules, 2019 on
March 30, 2019:
- notifying Ind AS 116, ‘Leases’ and
- amending Ind AS 12 ‘Income Taxes’ and Ind AS 19 ‘Employee Benefits’.
The same are applicable for financial statements pertaining to annual periods beginning on or after April 1, 2019. The Company
expects that there will be no material impact on the financial statements resulting from the implementation of these standards.
88
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
The changes in the carrying value of Property, plant and equipment for the year ended March 31, 2019 are as follows:
89
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
4. Intangible assets
The changes in the carrying value of Intangible assets for the year ended March 31, 2018 are as follows:
Computer Software 610.12 2.30 – 612.42 559.67 18.08 – 577.75 50.45 34.67
Technical Know how 220.34 – – 220.34 130.73 32.63 – 163.36 89.61 56.98
Total 830.46 2.30 – 832.76 690.40 50.71 – 741.11 140.06 91.65
The changes in the carrying value of Intangible assets for the year ended March 31, 2019 are as follows:
Computer Software 612.42 6.24 – 618.66 577.75 13.99 – 591.74 34.67 26.92
Technical Know how 220.34 – – 220.34 163.36 27.22 – 190.58 56.98 29.76
Total 832.76 6.24 – 839.00 741.11 41.21 – 782.32 91.65 56.68
5. Investments
(i) Investments - Non Current
As at As at
Particulars
March 31, 2019 March 31, 2018
(a) Investments in subsidiary and associates - Unquoted investment
(Measured at cost)
Frested Limited (1,000 shares of Euro 1/- each) – 1,116.90
SC Forma SA 147.76 –
ACE Employees Group Gratuity Scheme Trust 0.25 0.25
Namo Metals (Partnership firm)* 394.98 314.03
91
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Investments (Contd.)
As at As at
Particulars
March 31, 2019 March 31, 2018
(b) Investment in Mutual funds - Quoted investment carried at fair value
through profit or loss
2000000 Units (P.Y- 2000000 Units) LD525G-SBI Debts Fund
217.67 203.31
Series-C-7-(1190 Days)- Direct Growth
2000000 Units (P.Y- 2000000 Units) LD528G-SBI Debts Fund
217.29 202.52
Series-C-9-(1150 Days)- Direct Growth
4239905.706Units (P.Y- Nil Units) Reliance Fixed Horizon Fund - XXXVIII
451.21 –
- Series 02 - Direct Growth Plan (TQAGG)
1000000 Units (P.Y- Nil Units) Relaince Fixed Horizion Fund XXXIX-
107.42 –
Series 2 - Direct Growth Plan (FGAGG)
2000000 Units (P.Y- Nil Units) Axis Fixed Term Plan - Series 97
208.98 –
( 1116 Days ) Growth (WIGPG)
1023198.525 Units (P.Y- Nil Units) LD543G SBI Debts Fund Series C-20
109.39 –
(1100 Days ) Direct Growth
5000000 Units (P.Y- Nil Units) LD544G SBI Debts Fund Series - C-21
531.07 –
(1100 Days) - Direct Growth
2,386.02 1,837.01
Aggregate amount of quoted investment & market value thereof 1,843.03 405.83
Aggregate amount of unquoted investments 542.99 1,431.18
Aggregate amount of impairment in the value of investments – –
*Company has 90% share in Profit & Loss of the partnership firm M/s Namo Metals and balance 10% share of Profit & Loss is held
by Mrs. Mona Agarwal. Namo Metals have capital of ` 392.13 lakhs as at March 31, 2019 (` 311.55 lakhs as at March 31, 2018 )
(ii) Investments - Current
As at As at
Particulars
March 31, 2019 March 31, 2018
Investment in Mutual funds - Quoted investment carried at fair value
through profit or loss
Nil units (P.Y- 3000000 units) Reliance Fixed Horizon Fund XXIX
– 377.02
Series 3- Growth Plan
3293283.279 Units (P.Y- 3293283.279 Units)Reliance Credit Risk Fund -
848.95 797.23
Growth Plan Growth Option (SDGPG)
Nil Units (P.Y- 3022243.714 units) Reliance Corporate Bond Fund - Growth
– 423.51
Plan
Nil Units (P.Y- 1128942.125 units) ICICI Prudential Regular Saving
– 209.58
Fund - Growth
Nil Units (P.Y- 1444846.593 units) HDFC Corporate Debt Opportunities Fund 208.21
–
- Regular Plan- Growth
Nil units (P.Y- 326280.242 units) LD069G-SBI Magnum Medium Duration
– 102.48
Fund - Direct Growth
92
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Investments (Contd.)
As at As at
Particulars
March 31, 2019 March 31, 2018
18840.140 Units (P.Y- 36767.162 Units) LD72SG-SBI Liquid Fund- Direct 551.75 1,001.87
Growth
26189.77 units (P.Y- Nil units) Reliance Ultra Short Duration Fund-Direct
800.41 –
Growth Plan (CPAGG)
1026396.078 units (P.Y- Nil units) L465G SBI Dynamic Asset Allocation
137.42 –
Fund - Regular Plan - Growth
531449.22 Units (P.Y- Nil Units) ICICI Prudential Balanced
187.81 –
Advantage Fund - Growth
484081.92 units (P.Y- Nil units) Invesco India Dynamic Equity Fund - Growth 139.51 –
2,665.85 3,119.90
Aggregate amount of quoted investment & market value thereof 2,665.85 3,119.90
Aggregate amount of unquoted investments – –
Aggregate amount of impairment in the value of investments – –
93
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
8. Other assets
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Other non-current assets
Capital advances 6,854.11 6,598.27
6,854.11 6,598.27
(ii) Other current assets
Advances to Suppliers 2,455.63 2,626.55
Balance with Government Authorities
Sales Tax Receivable 91.44 91.82
Balance with Excise/ GST Authorities 1,782.16 687.29
Duty Drawback Receivable 81.64 2.17
Balance with Custom Authorities 103.48 99.70
Prepaid expenses 194.55 118.29
Others 30.93 20.00
4,739.83 3,645.82
9. Inventories (at lower of cost or net realisable value)
As at As at
Particulars
March 31, 2019 March 31, 2018
Raw Material and Components
Raw Material and Components 12,912.97 10,461.10
Goods-in-transit 834.68 1,126.91
13,747.65 11,588.01
Work-in-Progress 2,793.44 722.51
Finished Goods 4,705.00 2,075.28
21,246.09 14,385.80
Note : Working capital facilities are secured by first pari passu charge on entire inventories, for detail refer Note No. 15
10. Trade receivables
As at As at
Particulars
March 31, 2019 March 31, 2018
Unsecured, Considered good 14,398.44 16,981.18
Doubtful 72.56 64.97
14,471.00 17,046.15
Allowances for doubtful receivables (72.56) (64.97)
14,398.44 16,981.18
Notes:
i) Receivables due from related party (refer note no. 33) 39.29 1,340.15
ii) Working capital facilities are secured by first pari passu charge on entire book debts, for detail refer Note No. 15
11. Cash and cash equivalents
As at As at
Particulars
March 31, 2019 March 31, 2018
Balances with banks in current accounts 537.67 80.62
Cash on hand 49.49 46.69
Bank/ Term deposits with original maturity less than 3 months# 256.57 540.09
843.73 667.40
94
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
c) Equity shares allotted as fully paid up pursuant to contract(s) without payment being received in cash during the period of
five years immediately preceeding March 31, 2019
No of Shares
March 31, 2019 March 31, 2018 March 31, 2017 March 31, 2016 March 31, 2015
– – – 18,383,000 –
1,83,83,000 equity shares of ` 2/- each fully paid up, issued as consideration during the year ended March 31, 2016 pursuant
to the scheme of arrangement between ACE TC Rentals Private Limited and Action Construction Equipment Limited.
d) Rights, preferences and restrictions attached to equity shares
The equity shares of the company, having par value of ` 2/- per share rank pari passu in all respects including voting rights and
entitlement to dividend.
e) Shareholders holding more than 5% of the Equity Shares in the Company
As at March 31, 2019 As at March 31, 2018
Particulars
No. of Shares %age No. of Shares %age
Mr. Vijay Agarwal / Mrs. Mona Agarwal 41,428,731 35.31% 41,401,907 35.29%
Mrs. Mona Agarwal / Mr. Vijay Agarwal 25,839,407 22.02% 25,314,407 21.58%
Mr. Sorab Agarwal 7,623,650 6.50% 7,148,650 6.09%
Mrs. Surbhi Garg 6,930,156 5.91% 6,930,156 5.91%
95
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
a) General reserve
Balance at the beginning of the year 9,925.00 9,825.00
Transferred from retained earnings – 100.00
Balance at the end of the year 9,925.00 9,925.00
c) Capital reserve
Balance at the beginning of the year 571.96 571.96
Adjusted on account of Merger (refer note no. 36) (571.96) –
Balance at the end of the year – 571.96
e) Retained earnings
At the beginning of the year 17,863.43 14,438.04
Net profit for the year 5,616.18 5,263.50
Transferred to Capital Redemption Reserve (1,104.39) (1,313.16)
Transferred to General Reserves – (100.00)
Payment of equity dividend and tax thereon (707.20) (423.61)
Adjusted on account of Merger (refer note no. 36) (1,173.59) –
Other – (1.34)
20,494.43 17,863.43
Other comprehensive income (net of tax)
Re-measurements of defined employee benefit plans
At the beginning of the year 4.15 0.84
Changes during the year (1.44) 3.31
2.71 4.15
Balance at the end of the year 20,497.14 17,867.58
96
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
15. Borrowings
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Non-current Borrowings
Secured
Term Loans from Banks in ` 4,580.27 5,927.69
Term Loans from NBFC 79.12 135.99
Unsecured
8% Cumulative Non-Participating Redeemable Preference Shares – 1,708.78
4,659.39 7,772.46
Current maturity of long term loans (934.22) (1,405.05)
3,725.17 6,367.41
(ii) Current Borrowings
Secured
Cash Credit 60.47 57.43
Unsecured
8% Cumulative Non-Participating Redeemable Preference Shares 604.39 –
664.86 57.43
Notes:-
a) There have been no breach of covenants mentioned in the loan agreements during the reporting period.
b) Detail of Preference shareholder’s
As at As at
Particulars
March 31, 2019 March 31, 2018
Mr. Vijay Agarwal - 500.00
Mr. Sorab Agarwal - 604.39
Mrs. Surbhi Garg 604.39 604.39
604.39 1,708.78
The preference shares have been considered as short term borrowings.
97
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Borrowing (contd.)
c) Detail of Borrowings
SI. Nature of Loans Repayment terms Security offered Rate of As at March As at March
No. Interest 31,2019 31,2018
1. Rupee Loan from Repayable in 120 equated Exclusive charge on the assets
ICICI Bank monthly installments, financed out of this loan. 8.70% 2,786.68 2,998.82
Ltd. including interest
98
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
16. Provisions
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Non-Current Provisions
Provision for Leave entitlement 183.63 170.67
Provision for Gratuity 76.63 105.63
Provision for Doubtful Loan and Advances (refer note no. 36) – 875.00
260.26 1,151.30
(ii) Current Provisions
Provision for warranty 119.90 193.63
Provision for Leave entitlement 33.11 28.51
153.01 222.14
99
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
100
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
101
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
102
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
103
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
104
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this
is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit
obligation liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.
B) Compensated absences (unfunded)
The leave obligations cover the Company’s liability for sick and earned leaves. The Company does not have an unconditional right to
defer settlement for the obligation shown as current provision balance above. However based on past experience, the Company does
not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on
the independent actuarial report, only a certain amount of provisions has been recognised in the statement of profit and loss.
As at As at
Particulars
March 31, 2019 March 31, 2018
Compensated absences (unfunded)
Current 33.11 28.51
Non-Current 183.63 170.67
216.74 199.18
105
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
106
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Expected credit losses for financial assets other than trade receivables
Since the company deals with only high rated banks and financial institutions, credit risk in respect of cash & cash equivalents,
bank balances and bank deposits is evaluated as very low. In respect of advances and security deposits also credit risk is
considered low because the company is in possession of underlying asset.
107
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Particulars Less than 1 year 1-5 Years More than 5 Years Total
As at March 31, 2019
Borrowings 1,599.08 2,313.23 1,411.94 5,324.25
Trade payables 28,060.25 – – 28,060.25
Other financial liabilities 7,096.13 – – 7,096.13
36,755.46 2,313.23 1,411.94 40,480.63
As at March 31, 2018
Borrowings 1,462.48 2,950.11 3,417.30 7,829.89
Trade payables 23,590.30 – – 23,590.30
Other financial liabilities 6,815.43 – – 6,815.43
31,868.21 2,950.11 3,417.30 38,235.62
108
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
Financial Assets 8.11 81.37
Financial Liabilities 1.71 94.23
Net exposure to foreign currency risk 6.40 (12.86)
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments.
As at As at
Particulars
March 31, 2019 March 31, 2018
Euro sensitivity
INR/Euro increase by 200 bps* 0.17 (0.32)
INR/Euro decrease by 200 bps* (0.17) 0.32
*Holding all other variables constant
C.4) Interest Rate Risk
There is no material interest risk relating to the Company’s financial liabilities.
109
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
110
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
111
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Notes:
i) The amount indicated as contingent liability or claim against the company, reflects only the basic value. Any interest, penalty
or legal cost is not considered.
ii) It is not practicable for the company to estimate the timings and amount of cash fl ows, if any, in respect of the above pending
resolution of the respective proceedings.
112
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
Estimated amount of contracts remaining to be executed on capital account 1,358.34 74.46
and not provided for (Net of advances)
(c) Non-cancellable operating leases
The company leases Immovable property under non-cancellable operating leases expiring in next five years. The leases have
varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:
As at As at
Particulars
March 31, 2019 March 31, 2018
Within one year 127.63 129.54
Later than one year but not later than five years 56.81 112.37
Later than five years – –
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Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
By virtue of the Scheme of Amalgamation, M/s SC Forma SA, Botosani, Romania has become direct Subsidiary of the Company.
The company owns 89.52% equity shares of M/s SC Forma SA.
37. Dividend on Preference Shares
The Company has issued ‘8% Cumulative Non-Participating Redeemable Preference Shares of Rs.10/-each’ (NCPS) pursuant to
the scheme of amalgamation between Action Construction Equipment Limited and ACE TC Rental Private Limited duly approved
by Hon’ble High Court of Pb. & HR, Chandigarh vide its order dated 17th November 2015. As per the terms of issue of NCPS,
all preference shareholders of the Company are entitled to receive 8% dividend. The Company has paid 8% dividend to all the
preference shareholders on their outstanding holdings till Financial Year 2017-18.
For the Financial Year 2018-19, all the preference shareholders have voluntarily foregone their rights to receive dividend as per
details given below and accordingly the Company has not made the necessary provisions of dividend on preference shares in the
books of accounts.
Amount
S. No. Name of Preference shareholders
(` in Lakhs)
1 Mr. Vijay Agarwal 32.66
2 Mr. Sorab Agarwal 39.47
3 Mrs. Surbhi Garg 48.35
Total 120.48
114
Action Construction Equipment Limited
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
39. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under, to the extent the
Company has received intimation from the “Suppliers” regarding their status under the Act.
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Principal amount and the interest due thereon remaining unpaid to each
supplier at the end of each accounting year (but within due date as per
the MSMED Act).
Principal amount due to micro and small enterprises 1,071.43 4,416.29
Interest due on above – –
(ii) Interest paid by the Company in terms of Section 16 of the Micro, Small – –
and Medium Enterprises Development Act, 2006, along-with the amount
of the payment made to the suppliers beyond the appointed day during
the period.
(iii) Interest due and payable for the period of delay in making payment – –
(which have been paid but beyond the appointed day during the period)
but without adding interest specified under the Micro, Small and Medium
Enterprises Act, 2006.
(iv) The amount of interest accrued and remaining unpaid at the end of each – –
accounting year.
(v) Interest remaining due and payable even in the succeeding years, until – –
such date when the interest dues as above are actually paid to the small
enterprises.
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of infor-
mation collected by the Management. This has been relied upon by the auditors.
40. Segment information
The company’s operating segments are established on the basis of those components of the company which are evaluted regu-
larly by the executive committee in deciding how to allocate resources and in assessing performances. The company has four(4)
operating and reporting segments as given beow:
i) Cranes
ii) Construction Equipment
iii) Material Handling
iv) Agri Equipment
(a) Segment Revenue and Results
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Segment revenue (Net)
(i) Cranes 96,429.29 74,900.28
(ii) Construction Equipment 8,018.66 7,189.99
(iii) Material Handling 9,437.57 8,075.31
(iv) Agri Equipment 20,362.99 18,483.25
Add: Excise Duty – 1,215.43
Total Segment Revenue 134,248.51 109,864.26
115
Annual Report 2018-19
Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
116
Action Construction Equipment Limited
Independent Auditor’s Report
To the Members of Action Construction Equipment Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Action Construction Equipment Limited (the Holding)and its
subsidiary (the Holding Company & its subsidiary together referred to as Group) which comprise the Consolidated Balance Sheet as at
31st March 2019, the consolidated statement of Profit and Loss, Consolidated statement of changes in equity and consolidated statement
of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports
of the other auditors on the separate financial statements of the subsidiary referred to in the other matters section below, the aforesaid
consolidated financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the consolidated state of affairs
of the Group as at March 31, 2019, and their consolidated profit/loss, consolidated changes in equity and their consolidated cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit of the consolidated financial statements under the provisions of the Companies Act, 2013 and the Rules there
under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Consolidated Financial
Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities for the Audit of Ind AS consolidated financial statements section of our
report, including in relation to these matters. Accordingly our audit included the performance of procedures designed to respond to our
assessment of the risks of the material misstatement of the Ind AS consolidated financial statements. The results of our audit procedures
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Ind As
Consolidated Financial Statements.
Key Audit Matters How our audit addressed the key audit matters
Adoption of IND AS 115-Revnue from Contracts with Customers as described in note 1.3 (a) of the consolidated financial statements.
The company has adopted the IND AS 115-Revenue As a part of our audit procedures ,our procedures included the following:-
from contract with customers mandatory for We have read the accounting policy for revenue recognition and assessed the
reporting periods beginning on or after 1st April, compliance of the policy in terms of the principal enunciated under IND AS 115.
2018. We obtained and understood the revenue recognition process including
Application of IND AS 115 including selection of determining the point of transfer of control and completion of performance
transition method involves significant judgement obligation.
in determining when control of goods or services We performed the test of details on a sample basis and examined the underlying
underlying the performance obligation is transferred customer contracts.
to the customer and transition method to be applied. We examined the disclosure made by management in compliance with the
As the revenue recognition due to the significance of requirements with IND AS 115.
the balance to the financial statements as a whole we Conclusion
regard this as a key audit matter.
Our procedures did not find any material exceptions.
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Annual Report 2018-19
Information other than the Consolidated Financial Statements and Auditor’s Report thereon
The Holding Company’s Board of Directors is responsible for the other information. The other Information comprises the Report of the
Directors and the following Annexures thereon namely Management Discussion and Analysis, Report on the Corporate Governance,
Annual report on Corporate Social responsibility Activities, Form AOC-1, Form AOC-2, Conservation of energy, Technology Absorption and
exchange Earnings and outgo but does not include the consolidated financial Statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the Consolidated Financial Statements our responsibility is to read the other information with the financial
statements of the subsidiary audited by the other auditors to the extent it relates to the entity and in doing so, place reliance on the work
of the other auditors and consider whether the other information is materiality inconsistent with the consolidated financial statements
or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it
relates to the subsidiary is traced from their financial statements audited by the other auditors.
If based on the work we have performed if, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the Implementation Guide on Reporting Standards matters stated in section
134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true
and fair view of the consolidated financial position, consolidated financial performance, consolidated changes in equity and consolidated
cash flows of the Group in accordance with Ind AS and the accounting principles generally accepted in India, including the accounting
Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated
Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies are responsible for assessing the
Companies ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those respective Board of Directors of the companies are also responsible for overseeing the Group financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
AS part of an audit in accordance with Standard on Auditing we exercise professional judgment and maintain professional scepticism
throughout the audit. We also
• Identify and assess the risks of material misstatements of the consolidated Ind As financial statements, whether due to fraud or error,
design and perform audit procedures, responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material mistatement resulting from fraud is higher than the one, resulting from
error, as fraud may involve collusion, forgery, intentional omission, misrepresentations or the override on internal control.
• Obtain an understanding of internal control relevant to audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3) (i) of the Act. We are also responsible for expressing our opinion on whether the company has
adequate Internal Financial Controls system in place and the operating effectiveness of such controls.
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Action Construction Equipment Limited
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management use of the going concern basis of accounting and based on the audit evidence
obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the
company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosure in the consolidated financial statements or if such disclosure are inadequate to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However future events or
conditions may cause the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contents of the consolidated financial statements, including the disclosures and
whether the consolidated financial statements represents the underlying transactions and events in a manner that achieves fair
presentation.
• We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
• We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence and where applicable, related safeguards.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matters or when
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably is expected to outweigh the public interest benefit of such communication.
Other Matter
• During the year the preference shareholders have forgone their right to receive the dividend on 8% Cumulative Non- participating
redeemable Preference Shares of ` 10/- each amounting to ` 1,20,48,415/- refer to note 36.
• We have not audited the financial statements of foreign subsidiary namely SC FORMA whose financial statements reflect total assets
of ` 381.75 lakhs as at March 31, 2019, total Revenue/(Expenditure) of ` 4.17 lakhs/(17.69) lakhs and Net Cash outflows ` 2.88 lakhs
for the year ended on March 31, 2019 respectively. These statements have been audited by other auditors and our report in so far as it
relates to the amounts included in respect of the subsidiary is based solely on these statements submitted to us by the management.
Our opinion is not modified in respect of these matter.
Report on other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act based on our audit and on the consideration of the reports of the other auditors on the
separate financial statements of the subsidiary referred to in other matters section above, we report to the extent applicable that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit of the aforesaid consolidated financial statements .
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books and reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and
the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of
the Act.
(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2019 taken on
record by the Board of Directors of the Holding Company and report of the statutory auditors of its subsidiary, none of the directors
of the Group is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A” which is based on the auditors report of the holding company and subsidiary company.
Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the companies internal financial controls
119
Annual Report 2018-19
over financial reporting.
(g) With respect to the other matters to be included in the Auditors’ Report in accordance with the requirements of section 197(16) of
the Act as amended.
In our opinion and to the best of our information and according to the explanation given to us, the remuneration paid by the Holding
Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Consolidated financial Statements disclose the impact of pending litigations on its financial position in its consolidated financial
statements:
ii. The Group has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the
Holding Company.
For BRAN & ASSOCIATES
Chartered Accountants
Firm’s Registration No.014544N
CA Ravi Gulati
Partner
Membership No.090672
120
Action Construction Equipment Limited
Annexure A to the Independent Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Action Construction Equipment Limited (“the Holding
Company”) as of March 31, 2019 in conjunction with our audit of the Consolidated Ind AS financial statements of the Company for the
year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Group is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s 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, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls, issued by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
121
Annual Report 2018-19
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our knowledge and according to the explanations given to us, the Company has, in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India.
CA Ravi Gulati
Partner
Membership No.090672
122
Action Construction Equipment Limited
Consolidated Balance Sheet as at March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars Notes
March 31, 2019 March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment 2 32,746.70 32,128.99
Capital work in progress 2 827.69 517.79
Investment properties 3 1,251.33 1,275.00
Intangible assets 4 56.75 322.25
Financial assets
i. Investments 5 1,843.28 406.08
ii. Other financial assets 6 452.32 357.42
Other non-current assets 7 6,854.11 6,598.27
Non-current tax assets (Net) 16.11 507.96
Total non-current assets 44,048.29 42,113.76
Current assets
Inventories 8 21,288.77 14,429.81
Financial assets
i. Investments 5 2,665.85 3,119.90
ii. Trade receivables 9 14,411.29 16,990.82
iii. Cash and cash equivalents 10 844.90 671.46
iv. Bank balances other than (iii) above 11 297.48 411.65
v. Other current financial assets 6 233.65 290.27
Other current assets 7 4,740.57 3,650.69
Current tax Assets (Net) 159.15 –
Total current assets 44,641.66 39,564.60
Total Assets 88,689.95 81,678.36
EQUITY AND LIABILITIES
Equity
Equity share capital 12 2,346.46 2,346.46
Other equity 13 41,408.32 35,868.15
Equity attributable to the owners of Action Construction Equpment Limited 43,754.78 38,214.61
Non-Controlling Interests 29.00 30.79
43,783.78 38,245.40
Liabilities
Non-current Liabilities
Financial Liabilities
Borrowings 14 3,725.17 6,367.41
Provisions 15 260.26 1,151.30
Deferred tax liabilities (Net) 16 1,559.10 874.24
Total non-current liabilities 5,544.53 8,392.95
Current Liabilities
Financial liabilities
i. Borrowings 14 664.86 57.43
ii. Trade payables 17 28,062.25 23,590.33
(a) Total outstanding dues of micro enterprises and small enterprises 1,071.43 4,416.29
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises 26,990.82 19,174.04
iii. Other financial liabilities 18 8,205.20 8,389.07
Other current liabilities 19 2,276.32 2,393.13
Provisions 15 153.01 222.14
Current tax liabilities (Net) – 387.91
Total current liabilities 39,361.64 35,040.01
Total Equity and Liabilities 88,689.95 81,678.36
The accompanying Notes (1 to 40) are an integral part of Financial Statements
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
123
Annual Report 2018-19
Consolidated Statement of Profit and Loss for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Year ended Year ended
Particulars Notes
March 31, 2019 March 31, 2018
Income
Revenue from operations 20 134,252.68 109,870.23
Other income 21 970.67 795.13
Total income 135,223.35 110,665.36
Expenses
Cost of materials consumed 22 101,161.89 76,656.63
Purchase of stock-in-trade 1,509.37 387.84
Changes in inventories of finished goods, stock-in-trade and work-in-progress 23 (4,700.65) (265.37)
Excise duty – 1,215.43
Employee benefits expenses 24 7,510.73 6,767.68
Finance costs 25 1,152.09 1,352.66
Depreciation and amortisation expenses 26 1,175.27 1,193.48
Other expenses 27 18,994.04 15,957.57
Total expenses 126,802.74 103,265.92
Profit before exceptional items, share of net profits of investments accounted for
8,420.61 7,399.44
using equity method and tax
Share of net profit of associates accounted for using equity method – –
Profit before exceptional items and tax 8,420.61 7,399.44
Exceptional items – –
Profit before tax 8,420.61 7,399.44
Tax expense: 28
Current tax 2,643.20 2,066.13
Deferred tax 175.12 131.79
Profit after tax 5,602.29 5,201.52
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of post employment defined benefit obligation (2.18) 5.06
Income tax relating to these items 0.74 (1.75)
Other Comprehensive income for the year (net of tax) (1.44) 3.31
Total comprehensive income for the year 5,600.85 5,204.83
Profit attributable to:
Owners 5,604.08 5,208.28
Non-Controlling Interest (1.79) (6.76)
Other Comprehensive income attributable to:
Owners (1.44) 3.31
Non-Controlling Interest – –
Total Comprehensive income attributable to:
Owners 5,602.64 5,211.59
Non-Controlling Interest (1.79) (6.76)
Earnings per equity share (Face Value of ` 2/- each) 34
Basic (in `) 4.78 4.44
Diluted (in `) 4.78 4.44
The accompanying Notes (1 to 40) are an integral part of Financial Statements
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
124
Action Construction Equipment Limited
Consolidated Statement of Changes in Equity for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
A) Equity share capital
Balance as at April 1, 2017 2,346.46
Increase/(Decrease) during the year –
Balance as at March 31, 2018 2,346.46
Increase/(Decrease) during the year –
Balance as at March 31, 2019 2,346.46
B) Other equity
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
125
Annual Report 2018-19
Consolidated Statement of Cash Flow for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Cash flow from operating activities
Profit before tax 8,420.61 7,399.44
Adjustments for
Depreciation and amortisation expense 1,175.27 1,193.48
Gain on disposal of property, plant and equipment (42.40) (57.60)
Loss on disposal of property, plant and equipment 31.35 93.95
Unrealised foreign exchange fluctuation 10.61 36.49
Interest income (261.68) (147.88)
Interest income from financial assets at amortised cost – (246.61)
Gain on Investments carried at fair value through profit or loss (net) (246.92) (133.84)
Rental income classified as investing cash flows (103.01) (111.05)
Finance costs 1,152.09 1,352.66
Other Non-cash items – (1.34)
Bad Debts Written off 348.27 271.51
Provision for doubtful receivable 7.59 9.49
Provision for doubtful loan & Advances – 350.00
Change in operating assets and liabilities
(Increase)/Decrease in trade receivables 2,229.56 (6,631.63)
(Increase)/Decrease in inventories (6,858.96) (3,070.11)
(Increase)/Decrease in other financial assets 81.05 (94.15)
(Increase)/Decrease in other current assets (1,109.02) (1,471.39)
Increase/(Decrease) in trade payables 4,474.81 8,850.92
Increase/(Decrease) in provisions (87.34) 123.73
Increase/(Decrease) in other financial liabilities 286.96 2,209.96
Increase/(Decrease) in other current liabilities (116.81) 478.41
Cash generated from operations 9,392.03 10,404.44
Income taxes paid (2,187.93) (1,465.36)
Net cash inflow from operating activities 7,204.10 8,939.08
Cash flows from investing activities
Purchase of property, plant and equipment (2,446.57) (1,916.70)
Purchase of Intangible assets (6.24) (2.37)
Capital advances and Capital work in progress (565.74) (2,685.47)
Purchase of Investments (983.15) (1,706.92)
Proceeds from disposal of property, plant and equipment 729.52 1,587.73
Fixed deposit having maturity more than 3 months (5.16) 783.84
Interest income 261.68 147.88
Gain on Investments carried at fair value through profit or loss (net) 246.92 133.84
Rental income classified as investing cash flows 103.01 111.05
Net cash outflow from investing activities (2,665.73) (3,547.12)
126
Action Construction Equipment Limited
Consolidated Statement of Cash Flow for the year ended March 31, 2019 (contd.)
(All amounts in `Lakhs, unless otherwise stated)
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Cash flows from financing activities
Net proceeds from non-current borrowings (1,404.29) 201.26
Net proceeds from current borrowings 3.04 (2,422.70)
Redemption of Preference Shares (1,104.39) (1,313.16)
Interest paid (1,152.09) (1,352.66)
Dividend and Tax thereon (707.20) (423.61)
Net cash outflow from financing activities (4,364.93) (5,310.87)
Net increase in cash and cash equivalents 173.44 81.09
Cash and cash equivalents at the beginning of the year 671.46 590.37
Cash and cash equivalents at end of the year 844.90 671.46
Notes:
(a) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard
(Ind AS-7) - “Statement of Cash Flows”.
(b) Cash and Cash Equivalents comprises of:
As at As at
Particulars
March 31, 2019 March 31, 2018
Balances with banks in current accounts 538.64 84.14
Cash on hand 49.69 47.23
Bank/ Term deposits with original maturity less than 3 months 256.57 540.09
844.90 671.46
(c) Amendment to Ind AS-7
The amendments to Ind AS-7 Cash flow statments requires the entities to provide disclosures that enable users of financial statements
to evaluate changes in liabilities, both cash flows and non-cash changes arising from financing activities, suggesting inclusion of a
reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet
the disclosure requirement. This amendment has become effective from April 1, 2017 and the required disclosure is made below.
There is no other impact on the financial statements due to this amendments.
Particulars As at Cash Flow Current/ As at
March 31, 2018 Non-current March 31, 2019
classification
Borrowing Non-current 6,367.41 (1,103.63) (1,538.61) 3,725.17
Other Financial Liabilities 1,405.05 (1,405.05) 934.22 934.22
Borrowing current 57.43 3.04 604.39 664.86
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer C ompany Secretary DIN: 00098019
127
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
COMPANY OVERVIEW
Action Construction Equipment Limited (the Company) is a public limited company and domiciled in India, which was incorporated on
January 13, 1995, and having its registered office at Dudhola link Road, Village Dudhola, Palwal - 121102, Haryana, India and is listed
on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The company is engaged in the business of manufacturing
and marketing of Hydraulic Mobile Cranes, Mobile Tower Cranes, Crawler cranes, Truck mounted cranes, Material Handling equipment
like Forklifts, Road construction equipment like Backhoe loaders, Compactors, Motor graders and agriculture equipment like Tractors,
Harvesters, Rotavators etc. The company has manufacturing facilities at Haryana.
The Company concluded its Initial Public Offer (IPO) in September 2006 and its Equity Shares got listed at BSE Limited and National Stock
Exchange of India Limited on September 26, 2006. The IPO comprised of 46,00,000 Equity Shares of face value of ` 10 each allotted at a
premium of ` 120 per share and on March 24, 2008, the Company has sub-divided its Shares from face value of ` 10 each to ` 2 each.
The consolidated financial statements for the year ended March 31, 2019 were approved by the Board of Directors and authorised for issue on
May 16, 2019.
1. SIGNIFICANT ACCOUNTING POLICIES
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements.
These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1 Basis of preparation
Compliance with Ind AS
These consolidated financial statements comply in all material aspects with Indian Accounting Standard (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015 and other relevant
provisions of the Act.
The consolidated financial statements have been prepared on accrual and going concern basis. All assets and liabilities have been
classified as current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of
Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing
and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of
current or non-current classification of assets and liabilities.
Historical Cost Convention
The consolidated financial statements have been prepared under the historical cost convention on the accrual basis of accounting
except for the following –
• Certain financial assets and liabilities which are measured at fair value;
• Defined benefit plans - plan assets measured at fair value.
1.2. Current / Non-Current Classification
Any asset or liability is classified as current if it satisfies any of the following conditions:
a) the asset/liability is expected to be realized/settled in the Company’s normal operating cycle;
b) the asset is intended for sale or consumption;
c) the asset/liability is held primarily for the purpose of trading;
d) the asset/liability is expected to be realized/settled within twelve months after the reporting period;
e) the asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting date;
f) in the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at least twelve
months after the reporting date.
All other assets and liabilities are classified as non-current.
For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained Its normal operating
cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets and inventories for
processing and their realization in cash and cash equivalents.
128
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
129
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
c) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during
the period of time that is necessary to complete and prepare the asset for its intended use or sale. A qualifying asset is one
that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the
statement of profit and loss as incurred.
d) Property, plant and equipment
Recognition and initial measurement
Property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price, borrowing cost if
capitalisation criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.
Any trade discount and rebates are deducted in arriving at the purchase price. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits
attributable to such subsequent cost associated with the item will flow to the Company. All other repair and maintenance costs
are recognised in statement of profit or loss as incurred.
Subsequent measurement (depreciation and useful lives)
Depreciation on property, plant and equipment is provided on the straight-line method, computed on the basis of useful lives
mentioned below:
Based on technical evaluation, the management believes that the useful lives as given above best represent the period over
which management expects to use these assets. Hence, the useful lives for certain items within these classes of assets is
different from the useful lives as prescribed under Part C of Schedule II to the Companies Act, 2013.
The residual values, useful lives and method of depreciation are reviewed at each financial year end and adjusted prospectively,
if appropriate.
Where, during any financial year, any addition has been made to any asset, or where any asset has been sold, discarded,
demolished or destroyed, or significant components replaced; depreciation on such assets is calculated on a pro rata basis as
individual assets with specific useful life from the month of such addition or, as the case may be, up to the month on which such
asset has been sold, discarded, demolished or destroyed or replaced.
De-recognition
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the
statement of profit and loss when the asset is derecognized.
130
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
e) Investment properties
Recognition and initial measurement
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the company,
is classified as investment property. Investment property is measured initially at its cost, including related transaction costs
and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is
probable that future economic benefits associated with the expenditure will flow to the company and the cost of the item can
be measured reliably. All other repairs and maintenance cost are recognized in the statement of profit & loss when incurred.
When part of an investment property is replaced, the carrying amount of the replaced part is derecognized.
Subsequent measurement (depreciation and useful lives)
Depreciation on investment properties is provided on the straight-line method, computed on the basis of useful lives prescribed
under Part C of Schedule II to the Companies Act, 2013.
The useful lives of investment properties are reviewed at each financial year end and adjusted prospectively, if appropriate.
Where, during any financial year, any addition has been made to investment properties, or where investment properties has
been sold, discarded, demolished or destroyed; depreciation on such investment properties is calculated on a pro rata basis
with specific useful life from the month of such addition or, as the case may be, up to the month on which such investment
properties has been sold, discarded, demolished or destroyed.
De-recognition
Investment properties are derecognised either when they have been disposed off or when they are permanently withdrawn
from used and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in profit or loss in the period of de-recognition.
f) Intangible assets
Recognition and initial measurement
Purchased Intangible assets are stated at cost less accumulated amortisation and impairment, if any.
Computer Software and Technical Knowhow
All finite-lived intangible assets, are accounted for using the cost model whereby capitalised costs are amortised on a straight-
line basis over their estimated useful lives. The estimated useful life of an identifiable intangible asset is based on a number
of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of
the industry, and known technological advances), and the level of maintenance expenditures required to obtain the expected
future cash flows from the asset.
Residual values and useful lives are reviewed at each reporting date. The following useful lives are applied:
g) Leases
As a lessee
Finance leases: Leases of property, plant and equipment where the company, as lessee, has substantially all the risk and
rewards of ownership are classified as finance leases. Finance leases are capitalized at the lease’s inception at the fair value
of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations,
net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period.
131
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Operating lease: Leases in which a significant portion of the risks and rewards of ownership are not transferred to the company
as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the
lessor) are charged to profit or loss on a straight-line basis over the period of the lease unless the payments are structured to
increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.
As a lessor
Lease income from operating leases where the company is a lessor is recognized in income on a straight-line basis over the
lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected
inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.
h) Financial instruments
Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument and
are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss
which are measured initially at fair value.
If the Company determines that the fair value at initial recognition differs from the transaction price, the Company accounts for
that instrument at that date as follows:
(i) at the measurement basis mentioned above if that fair value is evidenced by a quoted price in an active market for an
identical asset or liability (i e a Level 1 input) or based on a valuation technique that uses only data from observable
markets. The Company recognises the difference between the fair value at initial recognition and the transaction price as a
gain or loss.
(ii) in all other cases, at the measurement basis mentioned above, adjusted to defer the difference between the fair value at
initial recognition and the transaction price. After initial recognition, the Company recognises that deferred difference as a
gain or loss only to the extent that it arises from a change in a factor (including time) that market participants would take
into account when pricing the asset or liability.
Subsequent measurement of financial assets and financial liabilities is described below.
h.1) Financial assets
Classification and subsequent measurement
For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial
recognition:
(i) Financial assets at amortised cost
A financial instrument is measured at amortised cost if both the following conditions are met;
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest
method.
(ii) Investments in equity instruments of subsidiaries and associates
Investments in equity instruments of subsidiaries and associates are accounted for at cost in accordance with Ind AS 27 Separate
Financial Statements.
(iii) Financial assets at fair value
• Investments in equity instruments other than above - All equity investments in scope of Ind AS 109 are measured at
fair value. Equity instruments which are held for trading are generally classified as at fair value through profit and loss
(FVTPL). For all other equity instruments, the Company decides to classify the same either as at fair value through other
comprehensive income (FVOCI) or fair value through profit and loss (FVTPL). The Company makes such election on an
instrument by instrument basis. The classification is made on initial recognition and is irrevocable.
132
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding
dividends, are recognised in the other comprehensive income (OCI). There is no recycling of the amounts from OCI to P&L,
even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Dividends on
such investments are recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the
investment.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the P&L.
• Mutual funds - All mutual funds in scope of Ind-AS 109 are measured at fair value through profit and loss (FVTPL).
De-recognition of financial assets
A financial asset is primarily de-recognised when the rights to receive cash flows from the asset have expired or the Company
has transferred its rights to receive cash flows from the asset.
h.2) Financial liabilities
Subsequent measurement
After initial recognition, the financial liabilities are subsequently measured at amortised cost using the effective interest
method.
De-recognition of financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement
of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet. If there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets
and settle the liabilities simultaneously.
i) Impairment of financial assets
All financial assets except for those at FVTPL are subject to review for impairment at each reporting date to identify whether
there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine
impairment are applied for each category of financial assets.
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of
impairment loss for financial assets carried at amortised cost.
ECL is the weighted average of difference between all contractual cash flows that are due to the Company in accordance with
the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, with
the respective risks of default occurring as the weights. When estimating the cash flows, the Company is required to consider–
• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the
assets.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Trade receivables
Trade receivables are recognized initially at fair value and subsequent measured at amortized cost using the effective interest
method, less provision for impairment.
Other financial assets
For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has
133
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
been a significant increase in the credit risk since initial recognition. If the credit risk has not increased significantly since initial
recognition, the Company measures the loss allowance at an amount equal to 12 month expected credit losses, else at an
amount equal to the lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the
financial asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as
at the balance sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and
considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant
increases in credit risk since initial recognition. The Company assumes that the credit risk on a financial asset has not increased
significantly since initial recognition if the financial asset is determined to have low credit risk at the balance sheet date.
j) Impairment of non-financial assets
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash
inflows (cash generating units). As a result, some assets are tested individually for impairment and some are tested at cash-
generating unit level.
At each reporting date, the Company assesses whether there is any indication based on internal/external factors, that an asset
may be impaired If any such indication exists, the Company estimates the recoverable amount of the asset If such recoverable
amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying
amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and
is recognised in the statement of profit and loss. If, at the reporting date there is an indication that a previously assessed
impairment loss no longer exists, the recoverable amount is reassessed which is the higher of fair value less costs of disposal
and value-in-use and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.
Impairment losses previously recognized are accordingly reversed in the statement of profit and loss.
To determine value-in-use, management estimates expected future cash flows from each cash-generating unit and determines
a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing
procedures are directly linked to the company’s latest approved budget, adjusted as necessary to exclude the effects of future
re-organisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and
reflect current market assessment of the time value of money and asset-specific risk factors.
k) Fair value measurement
The Company measures certain financial instruments, such as, investments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest Refer Note 30 for fair value hierarchy.
l) Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of inventories comprises of all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Costs of
inventories are computed using the weighted average cost formula. Net realisable value is the estimated selling price in the
ordinary course of business less any applicable selling expenses. Provision for obsolescence and slow moving inventory is made
based on management’s best estimates of net realisable value of such inventories.
134
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
m) Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax
Act, 1961. Current tax items are recognised in correlation to the underlying transaction either in other comprehensive income
or directly in equity.
Deferred tax liabilities are generally recognised in full for all taxable temporary differences. Deferred tax assets are recognised
to the extent that it is probable that the underlying tax loss, unused tax credits (Minimum alternate tax credit entitlement)
or deductible temporary difference will be utilised against future taxable income. This is assessed based on the Company’s
forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of
any unused tax loss or credit. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to
the extent that it has become probable that future taxable profits will allow deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax Laws) that have been enacted or substantively enacted at the reporting
date. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or
directly in equity.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts
and there is an intention to settle the asset and liability on a net basis. Deferred tax assets and deferred tax liabilities are offset
when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets
and the deferred tax liabilities relate to income taxes levied by the same taxation authority.
n) Investment in subsidiaries, joint ventures and associates
Investments in subsidiaries, joint ventures and associates are carried at cost less accumulated impairment losses, if any where
an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its
recoverable amount. On disposal of these investments, the difference between net disposal proceeds and the carrying amounts
are recognised in the Statement of Profit and Loss.
o) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis
over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an
asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
When the Company receives grants for non-monetary assets, the asset and the grant are recorded at fair value amounts and
released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by
equal annual installments.
p) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits with banks and short-term highly liquid investments
(original maturity less than 3 months) that are readily convertible into known amount of cash and are subject to an insignificant
risk of change in value.
q) Post-employment, long term and short term employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognized in respect of employees’ services
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current employee benefit obligations in the balance sheet.
135
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
137
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
138
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
The changes in the carrying value of Property, plant and equipment for the year ended March 31, 2019 are as follows:
139
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
4. Intangible assets
The changes in the carrying value of Intangible assets for the year ended March 31, 2018 are as follows:
Computer Software 610.12 2.37 – 612.49 559.67 18.08 – 577.75 50.45 34.74
Technical Know how 220.34 – – 220.34 130.73 32.63 – 163.36 89.61 56.98
Goodwill 230.53 – – 230.53 – – – – 230.53 230.53
Total 1,060.99 2.37 – 1,063.36 690.40 50.71 – 741.11 370.59 322.25
The changes in the carrying value of Intangible assets for the year ended March 31, 2019 are as follows:
Computer Software 612.49 6.24 – 618.73 577.75 13.99 – 591.74 34.74 26.99
Technical Know how 220.34 – – 220.34 163.36 27.22 – 190.58 56.98 29.76
Goodwill 230.53 – 230.53 – – – – – 230.53 –
Total 1,063.36 6.24 230.53 839.07 741.11 41.21 – 782.32 322.25 56.75
5. Investments
(i) Investments - Non Current
As at As at
Particulars
March 31, 2019 March 31, 2018
(a) Investments in associates - Unquoted investment carried at cost
ACE Employees Group Gratuity Scheme Trust 0.25 0.25
141
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
142
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
1026396.078 units (P.Y- Nil units) L465G SBI Dynamic Asset Allocation
137.42 –
Fund - Regular Plan - Growth
531449.22 Units (P.Y- Nil Units) ICICI Prudential Balanced
187.81 –
Advantage Fund - Growth
484081.92 units (P.Y- Nil units) Invesco India Dynamic Equity Fund - Growth 139.51 –
2,665.85 3,119.90
Aggregate amount of quoted investment & market value thereof 2,665.85 3,119.90
Aggregate amount of unquoted investments – –
Aggregate amount of impairment in the value of investments – –
143
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
#
Fixed deposits with banks, includes the following:
As at As at
Particulars
March 31, 2019 March 31, 2018
Deposit pledged with the State Bank of India 213.42 202.25
Deposit pledged against the bank guarantee 378.44 125.57
144
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
c) Equity shares allotted as fully paid up pursuant to contract(s) without payment being received in cash during the period of
five years immediately preceeding March 31, 2019
No of Shares
March 31, 2019 March 31, 2018 March 31, 2017 March 31, 2016 March 31, 2015
– – – 18,383,000 –
1,83,83,000 equity shares of ` 2/- each fully paid up, issued as consideration during the year ended March 31, 2016 pursuant
to the scheme of arrangement between ACE TC Rentals Private Limited and Action Construction Equipment Limited.
d) Rights, preferences and restrictions attached to equity shares
The equity shares of the company, having par value of ` 2/- per share rank pari passu in all respects including voting rights and
entitlement to dividend.
e) Shareholders holding more than 5% of the Equity Shares in the Company
As at March 31, 2019 As at March 31, 2018
Particulars
No. of Shares %age No. of Shares %age
Mr. Vijay Agarwal / Mrs. Mona Agarwal 41,428,731 35.31% 41,401,907 35.29%
Mrs. Mona Agarwal / Mr. Vijay Agarwal 25,839,407 22.02% 25,314,407 21.58%
Mr. Sorab Agarwal 7,623,650 6.50% 7,148,650 6.09%
Mrs. Surbhi Garg 6,930,156 5.91% 6,930,156 5.91%
145
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
a) General reserve
Balance at the beginning of the year 9,925.00 9,825.00
Transferred from retained earnings – 100.00
Balance at the end of the year 9,925.00 9,925.00
c) Capital reserve
Balance at the beginning of the year 571.96 571.96
Adjusted on account of Merger (refer note no. 35) (571.96) –
Balance at the end of the year – 571.96
e) Retained earnings
At the beginning of the year 15,521.15 12,121.12
Net profit for the year 5,604.08 5,208.28
Transferred to Capital Redemption Reserve (1,104.39) (1,313.16)
Transferred to General Reserves - (100.00)
Translations of Foreign Currency loans/investments (0.27) 29.86
Payment of equity dividend and tax thereon (707.20) (423.61)
Adjusted on account of Merger (refer note no. 35) 1,446.96 –
Goodwill written off (230.00)
Other – (1.34)
20,530.33 15,521.15
Other comprehensive income (net of tax)
Re-measurements of defined employee benefit plans
At the beginning of the year 4.15 0.84
Changes during the year (1.44) 3.31
2.71 4.15
Balance at the end of the year 20,533.04 15,525.30
146
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
14. Borrowings
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Non-current Borrowings
Secured
Term Loans from Banks in ` 4,580.27 5,927.69
Term Loans from NBFC 79.12 135.99
Unsecured
8% Cumulative Non-Participating Redeemable Preference Shares – 1,708.78
4,659.39 7,772.46
Current maturity of long term debts (934.22) (1,405.05)
3,725.17 6,367.41
(ii) Current Borrowings
Secured
Cash Credit 60.47 57.43
Unsecured
8% Cumulative Non-Participating Redeemable Preference Shares 604.39 –
664.86 57.43
Notes:-
a) There have been no breach of covenants mentioned in the loan agreements during the reporting period.
b) Detail of Preference shareholder’s
As at As at
Particulars
March 31, 2019 March 31, 2018
Mr. Vijay Agarwal - 500.00
Mr. Sorab Agarwal - 604.39
Mrs. Surbhi Garg 604.39 604.39
604.39 1,708.78
The preference shares have been considered as short term borrowings
147
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Borrowing (contd.)
c) Detail of Borrowings
SI. Nature of Loans Repayment terms Security offered Rate of As at March As at March
No. Interest 31,2019 31,2018
1. Rupee Loan from Repayable in 120 equated Exclusive charge on the assets
ICICI Bank monthly installments, financed out of this loan. 8.70% 2,786.68 2,998.82
Ltd. including interest
148
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
15. Provisions
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Non-Current Provisions
Provision for Leave entitlement 183.63 170.67
Provision for Gratuity 76.63 105.63
Provision for Doubtful Loan and Advances (refer note no. 35) – 875.00
260.26 1,151.30
(ii) Current Provisions
Provision for warranty 119.90 193.63
Provision for Leave entitlement 33.11 28.51
153.01 222.14
149
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
150
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
151
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
152
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
153
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
154
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this
is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit
obligation liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.
B) Compensated absences (unfunded)
The leave obligations cover the group’s liability for sick and earned leaves. The group does not have an unconditional right to defer
settlement for the obligation shown as current provision balance above. However based on past experience, the group does not
expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the
independent actuarial report, only a certain amount of provisions has been recognised in the statement of profit and loss.
As at As at
Particulars
March 31, 2019 March 31, 2018
Compensated absences (unfunded)
Current 33.11 28.51
Non-Current 183.63 170.67
216.74 199.18
155
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
156
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Expected credit losses for financial assets other than trade receivables
Since the group deals with only high rated banks and financial institutions, credit risk in respect of cash & cash equivalents, bank
balances and bank deposits is evaluated as very low. In respect of advances and security deposits also credit risk is considered
low because the company is in possession of underlying asset.
Expected credit losses for trade receivables under simplified approach
The group recognize lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has
defined percentage of provision by analysing historical trend of default relevant to each business segment based on the criteria
defined above and such provision percentage determined have been considered to recognize life time expected credit losses on
trade receivables (other than those where default criteria are met)
As at As at
Particulars
March 31, 2019 March 31, 2018
Financial assets for which loss allowance is measured using life time
Expected Credit Losses (ECL)
Gross sale in respect of customers where no specific default is occurred 133,974.15 109,728.19
Expected loss rate 0.06% 0.07%
Expected Credit loss (loss allowance provision) 78.95 71.38
Receivable due from customers where specific default has accrued – 24.90
Particulars ` in lakh
Loss allowance as at April 1, 2017 66.58
Additional loss recognised 29.70
Bad debts written off (24.90)
Expected credit loss as at March 31, 2018 71.38
Additional loss recognised 353.32
Bad debts written off (345.75)
Expected credit loss as at March 31, 2019 78.95
157
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Particulars Less than 1 year 1-5 Years More than 5 Years Total
As at March 31, 2019
Borrowings 1,599.08 2,313.23 1,411.94 5,324.25
Trade payables 28,062.25 – – 28,062.25
Other financial liabilities 7,270.98 – – 7,270.98
36,932.31 2,313.23 1,411.94 40,657.48
As at March 31, 2018
Borrowings 1,462.48 2,950.11 3,417.30 7,829.89
Trade payables 23,590.33 – – 23,590.33
Other financial liabilities 6,984.02 – – 6,984.02
32,036.83 2,950.11 3,417.30 38,404.24
158
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
Financial Assets 8.11 81.37
Financial Liabilities 1.71 94.23
Net exposure to foreign currency risk 6.40 (12.86)
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments.
As at As at
Particulars
March 31, 2019 March 31, 2018
Euro sensitivity
INR/Euro increase by 200 bps* 0.17 (0.32)
INR/Euro decrease by 200 bps* (0.17) 0.32
*Holding all other variables constant
C.4) Interest Rate Risk
There is no material interest risk relating to the group’s financial liabilities
159
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
160
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
161
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
Notes:
i) The amount indicated as contingent liability or claim against the group, reflects only the basic value. Any interest, penalty or
legal cost is not considered.
ii) It is not practicable for the group to estimate the timings and amount of cash flows, if any, in respect of the above pending
resolution of the respective proceedings.
(b) Capital commitments
As at As at
Particulars
March 31, 2019 March 31, 2018
Estimated amount of contracts remaining to be executed on capital account 1,358.34 74.46
and not provided for (Net of advances)
(c) Non-cancellable operating leases
The group leases Immovable property under non-cancellable operating leases expiring in next five years. The leases have
varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:
As at As at
Particulars
March 31, 2019 March 31, 2018
Within one year 127.63 129.54
Later than one year but not later than five years 56.81 112.37
Later than five years – –
162
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
By virtue of the Scheme of Amalgamation, M/s SC Forma SA, Botosani, Romania has become direct Subsidiary of the Company.
The company owns 89.52% equity shares of M/s SC Forma SA.
36. Dividend on Preference Shares
The group has issued ‘8% Cumulative Non-Participating Redeemable Preference Shares of Rs.10/-each’ (NCPS) pursuant to the
scheme of amalgamation between Action Construction Equipment Limited and ACE TC Rental Private Limited duly approved by
Hon’ble High Court of Pb. & HR, Chandigarh vide its order dated 17th November 2015. As per the terms of issue of NCPS, all
preference shareholders of the group are entitled to receive 8% dividend. The group has paid 8% dividend to all the preference
shareholders on their outstanding holdings till Financial Year 2017-18.
For the Financial Year 2018-19, all the preference shareholders have voluntarily foregone their rights to receive dividend as per
details given below and accordingly the group has not made the necessary provisions of dividend on preference shares in the
books of accounts.
Amount
S. No. Name of Preference shareholders
(` in Lakhs)
1 Mr. Vijay Agarwal 32.66
2 Mr. Sorab Agarwal 39.47
3 Mrs. Surbhi Garg 48.35
Total 120.48
163
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
38. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under, to the extent the
Company has received intimation from the “Suppliers” regarding their status under the Act.
As at As at
Particulars
March 31, 2019 March 31, 2018
(i) Principal amount and the interest due thereon remaining unpaid to each
supplier at the end of each accounting year (but within due date as per
the MSMED Act).
Principal amount due to micro and small enterprises 1,071.43 4416.29
Interest due on above – –
(ii) Interest paid by the Company in terms of Section 16 of the Micro, Small – –
and Medium Enterprises Development Act, 2006, along-with the amount
of the payment made to the suppliers beyond the appointed day during
the period.
(iii) Interest due and payable for the period of delay in making payment – –
(which have been paid but beyond the appointed day during the period)
but without adding interest specified under the Micro, Small and Medium
Enterprises Act, 2006.
(iv) The amount of interest accrued and remaining unpaid at the end of each – –
accounting year.
(v) Interest remaining due and payable even in the succeeding years, until – –
such date when the interest dues as above are actually paid to the small
enterprises.
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of infor-
mation collected by the Management. This has been relied upon by the auditors.
39. Segment information
The group’s operating segments are established on the basis of those components of the group which are eqaluted regularly by
the executive committee in deciding how to allocate resources and in assessing performances. The group has four (4) operating
and reporting segments as given beow:
i) Cranes
ii) Construction Equipment
iii) Material Handling
iv) Agri Equipment
164
Action Construction Equipment Limited
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
165
Annual Report 2018-19
Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2019
(All amounts in `Lakhs, unless otherwise stated)
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
166
Action Construction Equipment Limited
Disclosure of additional information pretaining to the Parent Company, Subsidiaries and Associates as per schedule III of the Companies
Act, 2013:
Name of the Net Assets (Total Assets Share in Profit or Loss Other Comprehensive Total comprehensive
Company minus Total Liabilities) (P&L) Income (OCI) Income (TCI)
As %age of Net Assets As %age of Profit/ As % of OCI As % of TCI
consolidated consolidated (Loss) Consolidat- Consolidat-
net assets P&L ed OCI ed TCI
Parent Company
Action Construction 99.85 43,718.88 100.25 5,616.18 100.00 (1.44) 100.25 5,614.74
Equipment Limited
Direct Subsidiary
SC Forma SA 0.16 67.75 (0.24) (13.52) – – (0.24) (13.52)
Associates
Namo Metals (0.01) (2.85) (0.01) (0.37) – – (0.01) (0.37)
(Partnership Firm)
Total 100.00 43,783.78 100.00 5,602.29 100.00 (1.44) 100.00 5,600.85
Name of the Net Assets (Total Assets Share in Profit or Loss Other Comprehensive Total comprehensive
Company minus Total Liabilities) (P&L) Income (OCI) Income (TCI)
As % age of Net Assets As % age of Profit/ As % of OCI As % of TCI
consolidated consolidated (Loss) Consolidat- Consolidat-
net assets P&L ed OCI ed TCI
Parent Company
Action Construction 106.04 40,556.89 101.19 5,263.50 100.00 3.31 101.19 5,266.81
Equipment Limited
Foreign Subsidiary
Frested Limited (5.89) (2,254.26) (0.15) (7.76) – – (0.15) (7.76)
Indirect Subsidiary
SC Forma SA (0.14) (54.76) (1.02) (53.03) – – (1.02) (53.03)
Associates
Namo Metals (0.01) (2.47) (0.02) (1.19) – – (0.02) (1.19)
(Partnership Firm)
Total 100.00 38,245.40 100.00 5,201.52 100.00 3.31 100.00 5,204.83
167
Annual Report 2018-19
Form AOC-I forming part of the consolidated financial statements
(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary presented with amounts (` in Lakhs)
Notes:
• There are no subsidiaries which are yet to commence operations.
• During the year Frested Limited, Wholly Owned Subsidiary of the Company has amalgamated into and with the Company.
• By virtue of scheme of Amalgamation, SC Forma, SA, Romania (subsidiary of Frested Limited with 89.50% shareholding) has become
direct Subsidiary of the Company.
Part “B”: Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures Name of Associates/Joint Ventures-Nil.
In terms of our report of even date For and on behalf of the Board of Directors
For M/s BRAN & Associates
Chartered Accountants
Firm Registration No.: 014544N
Sd/- Sd/-
Vijay Agarwal Sorab Agarwal
Chairman & Managing Director Executive Director
Sd/- DIN: 00057634 DIN: 00057666
Ravi Gulati
Partner Sd/-
Membership No. 090672 Sd/- Sd/- Subhash Chander Verma
Place : New Delhi Rajan Luthra Anil Kumar Independent Director
Date : May 16, 2019 Chief Financial Officer Company Secretary DIN: 00098019
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Action Construction Equipment Limited
ACTION CONSTRUCTION EQUIPMENT LIMITED
Regd. Office: Dudhola Link Road, Dudhola, Distt. Palwal-121102, Haryana
Email:cs@ace-cranes.com, Phone:01275-280111, Fax:01275-280133, CIN:L74899HR1995PLC053860,
Website:www.ace-cranes.com
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE is hereby given that the Twenty Fifth (25th) Annual General Meeting (AGM) of the Members of Action Construction Equipment
Limited will be held as per following schedule:
Day Friday
Date September 27, 2019
Time 11:30 a.m.
Venue Aravali Golf Club, New Industrial Township (NIT), Faridabad, Haryana-121001. (Route Map attached)
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Action Construction Equipment Limited
NOTES:
1. The Register of Members and the Share Transfer books of the Company will remain closed from Friday, September 20, 2019 to
Friday, September 27, 2019 (both days inclusive) for the purpose of Annual General Meeting (“AGM”) and for determining the
entitlement of the shareholders to the dividend for FY 2019. The cut-off date for e-voting is Friday, September 20, 2019.
2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business
at the meeting, is annexed hereto.
3. A member entitled to attend and vote at the AGM is entitled to appoint a proxy/proxies to attend and vote in the meeting instead
of himself / herself. Such a proxy/ proxies need not be a member of the company. A person can act as proxy on behalf of members
not exceeding fifty (50) and holding in the aggregate not more than 10% (ten percent) of the total share capital of the Company.
A member holding more than 10 % of the total share capital of the company carrying voting rights may appoint a single person as
proxy and such person shall not act as proxy for any other person or member.
4. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and
signed, not less than 48 hours before the commencement of the meeting. A Proxy form for the AGM is enclosed, proxy submitted
on behalf of the Companies, societies etc. must be supported by an appropriate resolution/authority, as applicable.
5. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send a certified true
copy of the Board Resolution to the Company authorizing their representative to attend and vote on their behalf at the Meeting.
6. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion
of the meeting, members would be entitled to inspect the proxies lodged during the business hours at the registered office of the
Company provided not less than 3 days written notice is given to the Company.
7. Pursuant to SEBI (LODR) Regulations, 2015 and such other provisions as may be applicable, the Board of Directors had fixed Friday,
September 20, 2019 as cut-off date for determining the Members who shall be entitled to vote through remote e-voting or voting
at the meeting. A member who is not a member as on the cut-off date shall treat this notice for information purpose only.
8. In case of joint holders attending the meeting only such joint holder who is higher in order of names will be entitled to vote.
9. The Board in their meeting held on May 16, 2019 has recommended dividend of ` 0.50 i.e. (25%) per equity share for the financial
year ended March 31, 2019. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General
Meeting of the Company and is proposed to be paid within 30 days from date of ensuing Annual General Meeting.
10. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository
accounts will be used by the Company for payment of dividend. The Company or its Registrar cannot act on any request received
directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are
to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either
registering bank particulars or changing bank particular already registered against their respective folios for payment of dividend
are requested to write to the Company/ or its Registrars.
11. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address
or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long.
Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
12. The Company has transferred the unpaid or unclaimed dividends upto FY 2010-11 to the Investor Education and Protection Fund
(IEPF) established by the Central Government. The Company has uploaded the details of unpaid and unclaimed dividend amounts
lying with the Company as on September 28, 2018 (date of the previous Annual General Meeting) on the website of the Company
at www.ace-cranes.com in the Investors Relation section. The said details have also been uploaded on the website of the Ministry
of Corporate Affairs and the same can be accessed at www.mca.gov.in.
Attention of the members is drawn to the provisions of Section 124(6) of the Act which require a company to transfer in the name
of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more. In
accordance with the aforesaid provision of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Company has already transferred all shares in respect
of which dividend (declared up to FY 2010-11) has not been paid or claimed by the members for 7 (seven) consecutive years or
more, to IEPF Authority.
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Annual Report 2018-19
13. Members wishing to claim dividend that remain unclaimed are requested to correspond with the Registrar and Shares Transfer
Agent (RTA) or the Company Secretary of the Company. Members are requested to note that as per section 124 of the Companies
Act, 2013 and others applicable rules, dividends that are not claimed within seven years from the date of transfer to the Company’s
unpaid dividend account will be transferred to the Investor Education and Protection Fund (IEPF) and shares on which dividend
remains unclaimed for seven consecutive years will also be transferred to the IEPF.
14. Members holding shares in electronic mode:
(a) are requested to submit their PAN and bank account details to their respective DPs with whom they are maintaining their
demat accounts.
(b) are advised to contact their respective DPs for registering the nomination.
(c) are requested to register/update their e-mail address with their respective DPs for receiving all communications from the
Company electronically.
15. Members holding shares in physical mode:
(a) are required to submit their Permanent Account Number (PAN) and bank account details to the Company/Karvy (RTA), if not
registered with the Company as mandated by SEBI circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018.
(b) are advised to register the nomination in respect of their shareholding in the Company. Nomination Form (SH-13) is put on the
Company’s website at www.ace-cranes.com in investor relation section.
(c) are requested to register/update their e-mail address with the Company / Karvy for receiving all communications from the
Company electronically.
16. Non-Resident Indian members are requested to inform Karvy(RTA)/respective DPs, immediately of:
(a) Change in their residential status on return to India for permanent settlement.
(b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address
of the bank with pin code number, if not furnished earlier.
17. SEBI has decided that securities of listed companies can be transferred only in dematerialised form from a cut-off date, i.e. April 01,
2019. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by
them in physical form.
18. Electronic copy of the Notice and Annual Report for FY 2019 is being sent to all the members whose email IDs are registered with
the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the
same. For members who have not registered their email address, physical copies of the Annual Report for Financial Year 2018-19
is being sent in the permitted mode. Attendance Slip, Proxy form and process and manner of e-voting are part of notice of Annual
General Meeting.
19. Members may also note that the Notice of the 25th Annual General Meeting and the Annual Report for Financial Year 2018-19
will also be available on the Company’s website at www.ace-cranes.com for their download. The physical copies of the aforesaid
documents will also be available at the Company’s Registered Office in Palwal for inspection during normal business hours on
working days. Even after registering for e-communication, members are entitled to receive such communication in physical form,
upon making a request for the same by post, free of cost. For any communication, the shareholders may also send requests to the
Company’s investor email id: cs@ace-cranes.com.
20. The Register of Director and Key Managerial Personnel and their shareholding maintained under Section170 of the Companies Act,
2013 and Register of Contracts or Arrangements in which Directors are interested under Section 189 will be made available for
inspection by members of the Company at the venue of the meeting.
21. Voting through electronic means:
I. Remote e-voting: In compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, as amended and the provisions of Regulation 44 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided
with the facility to cast their vote electronically, through the e-voting services provided by Karvy Fintech Private Limited (‘Karvy’)
(formerly known as Karvy Computershare Private Limited) on all resolutions set forth in this Notice, from a place other than the
venue of the Meeting (Remote e-voting).
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Action Construction Equipment Limited
(A) In case a Member receives an email from Karvy [for Members whose email IDs are registered with the Company/Depository
Participant(s)]:
i. Launch internet browser by typing the URL: https://evoting.karvy.com.
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number)
xxxx followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already
registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. You will now reach password change menu wherein you are required to mandatorily change your password. The new password
shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and
a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like
mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your
password in case you forget it. It is strongly recommended that you do not share your password with any other person and that
you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the “EVENT” i.e., ‘Name of the Company”
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/
AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/
AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option
ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will
not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it
will be treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution(s),
you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have
voted on the Resolution(s).
xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true
copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly
authorised representative(s), to the Scrutinizer at e-mail asa.pcs123@gmail.com with a copy marked to evoting@karvy.com.
The scanned image of the above mentioned documents should be in the naming format “Corporate Name_ Event No.”
(B) In case of Members receiving physical copy of Notice [for Members whose email IDs are not registered with the Company/
Depository Participants (s)]:
i. E-Voting Event Number – XXXX (EVEN), User ID and Password is provided in the Attendance Slip.
ii. Please follow all steps from Sl. No. (i) to (xii) above to cast your vote by electronic means.
II. Voting at AGM: The Members, who have not cast their vote through Remote e-voting can exercise their voting rights at the AGM
through ballot process. The Company will make necessary arrangements in this regard at the AGM Venue. Members who have
already cast their votes by Remote e-voting are eligible to attend the Meeting; however those Members are not entitled to cast
their vote again in the Meeting.
A Member can opt for only single mode of voting i.e. through Remote e-voting or voting at the AGM. If a Member casts votes by
both modes then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
OTHER INSTRUCTIONS:
(a) In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked
Questions (FAQs) and E-voting user manual available at the download section of https://evoting.karvy.com (Karvy Website) or
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Annual Report 2018-19
contact to Mr. V Kishore, Asstt. Manager, Karvy Fintech Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial
District, Nanakramguda, Hyderabad - 500008 or at evoting@karvy.com or phone no. 040-6716 1585 or call Karvy’s toll free No.
1800-345-4001 for any further clarifications.
(b) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
communication(s).
(c) The remote e-voting period will commence on Monday, September 23, 2019 (9:00 a.m.) and ends on Thursday, September 26,
2019 (5:00 p.m.). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as
on the cut-off date i.e. September 20, 2019 may cast their votes electronically. A person who is not a Member as on the cut-off date
should treat this Notice for information purposes only. The remote e-voting module shall be disabled for voting thereafter. Once the
vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
(d) The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the
cut-off date i.e. September 20, 2019.
(e) In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date i.e.
September 20, 2019, he/she may obtain the User ID and Password in the manner as mentioned below:
i. If the mobile number of the member is registered against Folio No./DP ID Client ID, the member may send SMS:MYEPWD
<space> E-Voting Event Number +Folio No. or DP ID Client ID to 9212993399.
Example for NSDL:
MYEPWD <SPACE>IN12345612345678
Example for CDSL:
MYEPWD <SPACE>1402345612345678
Example for Physical:
MYEPWD <SPACE>XXXX1234567890
ii. If e-mail address or mobile number of the member is registered against Folio No./DP ID Client ID, then on the home page of
https://evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate
a password.
iii. Member may call Karvy’s toll free number 1800-345-4001.
iv. Member may send an e-mail request to evoting@karvy.com. However, Karvy shall endeavor to send User ID and Password to
those new Members whose mail ids are available.
(f) M/s Vasisht & Associates, Company Secretaries has been appointed as the Scrutinizer to scrutinize the e-voting/ballot process in a
fair and transparent manner.
(g) The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall
be placed on the Company’s website at www.ace-cranes.com and on the website of www.evoting.karvy.com within two (2) days of
passing of the resolutions at the AGM of the Company and communicated to the Stock Exchange(s).
22. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered
Office of the Company during normal business hours (9.00 a.m. to 5.00 p.m.) on all working days except Saturday, Sunday and public
holidays up to the day of meeting. The said documents will be available for inspection by the memebers at the meeting venue.
23. For effecting change of Address/Bank details/Electronic Clearing Service (ECS) Mandate, if any, Members are requested to notify
the same to the Company and/or Registrar and Share Transfer Agent (RTA) of the Company, i.e. Karvy Selenium Tower-B, Plot No.
31 & 32, Financial District, Gachibowli Nanakramguda, Serilingampally, Hyderabad-500008. Members must quote their Folio No./
Client ID in all correspondence with the Company/RTA.
24. Members are further informed that as a part of Green initiative taken by Ministry of Corporate Affairs, the Company is sending this
notice with Annual Report and would send all the future Notices and Communications to the e-mail addresses of the shareholders,
whose e-mail are registered with the Company or with the Depository. However, the Shareholders of whose e-mail ids are not
registered with the Company or with the depository would continue to receive the same in physical form. Any shareholder desirous
of receiving physical copy of any document can apply for the same to the Company. The Shareholders whose e-mail Id’s are not
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Action Construction Equipment Limited
registered with the Company, are requested to register the same so that they would be able to receive the information in quick time
and also it would be useful to the environment.
25. Members seeking any information on the accounts are requested to write to the Company at least ten days in advance so as to
enable the Management to keep the information ready, in reply to the same at the Annual General Meeting.
26. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are
requested to send the share certificates to RTA, for consolidation into a single folio.
27. In term of section 152 of the Act, Mrs. Surbhi Garg, retire by rotation at the Meeting and being eligible, offer herself for
re-appointment.
28. Additional information, pursuant to Regulation 36 of the Listing Regulation, in respect of the Director seeking appointment/
re-appointment at the AGM forms part of the notice as Annexure-A.
29. The Requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General
Meeting is omitted by Companies (Amendment) Act, 2017 vide notification dated May 07, 2018 issued by the Ministry of Corporate
affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditor, who was appointed in the
Annual General Meeting, held on September 29, 2017.
30. Attendance slip, proxy form and the route map of the venue of the meeting are annexed hereto.
31. Members / Proxies are requested to :-
(a) Bring their copy of Annual Report and attendance slip duly filled at the venue of the meeting.
(b) Quote their Folio/DP & Client Id No. in all correspondence with the Company/RTA.
(c) Note that briefcase, bag, eatables etc. will not be allowed to be taken inside the venue of the meeting for security purposes and
shareholders will be required to take care of their belongings.
(d) Note that shareholders present in person or through registered proxy shall only be entertained.
(e) The attendance slips/proxy form should be signed as per the specimen signatures registered with the R&T Agent/Depository
Participant (DP). Please carry Original photo ID card for identification/verification purposes.
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Annual Report 2018-19
ANNEXURE-A
Name of Directors Mrs. Surbhi Garg Mr. Avinash Parkash Gandhi
DIN 01558782 00161107
Date of Birth (Age) 11.01.1978 (41) 01.10.1938 (80)
Date of first appointment on Board 12.11.2011 05.08.2019 (Board Meeting Date)
Qualification Under Graduate B.E. (Mechanical)
Relationship with Directors/KMP Mr. Vijay Agarwal, Chairman & Managing None
Director, Mrs. Mona Agarwal and Mr. Sorab
Agarwal, Whole-Time Directors of the
Company are relatives under clause 77 of
section 2 of Companies Act, 2013 read with
rules thereof.
Experience/Expertise in specific Associated since 2011 with the Company as Mr. Avinash Parkash Gandhi aged 80 years
functional area a Whole-Time Director of the Company. She holds a rich experience of more than 50 years
looks after the Administration & HR in top leadership positions such as Special
functions of the Company. Under her Advisor, President, CEO, Director and other
supervision, the Company’s administrative senior managerial position in several prestigious
affairs are being handled in a skilled manner. organizations. He was previously associated as
She has helped the company to formulate President of Hyundai Motors India Limited and
effective Policies. with Escorts Limited as the Chief Executive –
R&D. He was also associated with Telco holding
in senior positions in the area of manufacturing
operations.
Presently Mr. Gandhi is on the Boards of many
reputed Companies namely, Schaeffler India
Limited, Lumax Auto Technologies Limited,
Lumax Industries Limited, Minda Corporation
Limited, Hyundai Motor India Limited etc.
Terms and Conditions of Refer Item No. 5 Not liable to retire by rotation, more particulars
appointment/ re-appointment given in sample letter of appointment of
Independent Directors uploaded on website of
the Company at www.ace-cranes.com.
Details of Remuneration last drawn ` 52.22 lakhs NA
(FY-2018-19) (` in Lakhs)
Membership of the Committees of None NA
Board of Directors of Company
Directorship in other Companies VMS Equipment Private Limited • Schaeffler India Limited
• Lumax Auto Technologies Limited
• Lumax Industries Limited
• Minda Corporation Limited
• Hyundai Motor India Limited
• QRG Enterprises Limited
• Minda Sai Limited
• Uniproducts (India) Limited
• EV Motors India Private Limited
• Fairfield Atlas Limited
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Action Construction Equipment Limited
Membership of the Board None 1. Schaeffler India Limited
committee of other companies in • Audit Committee, Member
which he/she is a Director • Nomination & Remuneration Committee,
Member
2. Lumax Industries Limited
• Audit Committee, Chairman
• CSR Committee, Member
3. Minda Corporation Limited
• Audit Committee, Member
• Nomination & Remuneration Committee,
Chairman
4. Lumax Auto Technologies Limited
• Audit Committee, Member
5. Uniproducts (India) Limited
• Nomination & Remuneration Committee,
Chairman
No. of Board Meetings attended Total Meetings held : 4 NA
during the year (FY-2018-19) Total Meetings attended : 4
No. of shares held in the Company 69,30,156 no. of equity shares of ` 2 each NIL
(As on March 31, 2019)
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Annual Report 2018-19
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013.
ITEM NO. 4:
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the rules made thereunder, the company is
required to have the audit of its cost records conducted by a cost accountant in practice and the remuneration payable to the Cost
Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratified by the members of the
Company.
The Board on the recommendation of the Audit Committee, has approved the re-appointment and remuneration of M/s Goyal &
Associates, Cost Accountants, (Firm registration No: 000787), to conduct the audit of the cost records of the Company in respect of the
applicable products for the financial year ending March 31, 2020 at an annual remuneration of ` 70,000 (Rupees Seventy Thousand Only)
plus applicable taxes inclusive of all out of pocket expenses subject to the deduction of applicable taxes.
M/s Goyal & Associates have furnished a certificate regarding their eligibility and consent for re-appointment as Cost Auditors of the
Company. They have experience in the field of cost audit.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at item no. 4 of the notice for ratification of
the remuneration payable to the Cost Auditors for the financial year ending March 31, 2020.
None of the Directors / Key Managerial Personnel of the Company / their relatives is/are, in anyway, concerned or interested, financially
or otherwise, in the resolution set out at item no. 4 of the Notice.
The Board recommends the Ordinary Resolution set out at item no. 4 of the notice for approval by the members.
ITEM NO. 5:
Pursuant to the provision of the Companies Act, 2013, the members of the Company have re-appointed Mrs. Surbhi Garg as Whole-Time
Director of the Company in their 22nd Annual General Meeting held on September 23, 2016 for a period of three years w.e.f. April 01, 2017
and current term of her appointment as Whole-Time Director will expire on March 31, 2020.
Mrs. Surbhi Garg, aged 41 years, is a Promoter and Whole-Time Director of the Company. She is having over 10 years of industry experience
in the field of administrative and Human Resource affairs. Under her guidance, the company’s administrative affairs are being handled in a
professional manner and she has helped the company to formulate effective policies. She has proved to be a guiding light throughout all
these years of the Company’s journey. She has excellent grasp and thorough knowledge with overall experience of general management.
Considering her knowledge of various aspects relating to the Company’s affairs and vast business experience, the Board of Directors is of
the opinion that the services of Mrs. Surbhi Garg should be available to the Company for a further period of five (5) years with effect from
April 01, 2020 for smooth and efficient running of the business.
Pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, read with Schedule V of the Companies Act,
2013 and the rules made thereunder and SEBI LODR Regulations, 2015, as amended, and as recommended by the Nomination and
Remuneration Committee of the Board and subject to the approval of the shareholders, the Board of Directors at its meeting held on May
16, 2019, re-appointed Mrs. Surbhi Garg (DIN: 01558782) as the Whole-Time Director of the Company with effect from April 01, 2020,
for further period of five years.
Keeping in view that Mrs. Surbhi Garg has a rich and varied experience in the Industry and has been involved in the operations of the
Company since 2011; it would be in the interest of the Company to continue the employment of Mrs. Surbhi Garg as Whole-Time Director.
It is proposed to seek the members’ approval for the re-appointment and remuneration payable to Mrs. Surbhi Garg as Whole-Time
Director of the Company, in terms of the applicable provisions of the Act as recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors.
Broad particulars of the terms of re-appointment and remuneration payable to Mrs. Surbhi Garg, as the Whole-Time Director of the
Company are as under:
1. Designation: Executive Director.
2. Tenure: 5 (Five) years, from April 01, 2020 to March 31, 2025.
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Action Construction Equipment Limited
3. Remuneration including allowance and perquisites as under:
(a) Salary, Perquisites and Allowances per annum:
The perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) or house rent allowance in
lieu thereof; house maintenance allowance together with reimbursement of expenses and/or allowances for utilization of gas,
electricity, water, furnishing and repairs and leave travel concession for self and family including dependents. The said perquisites
and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules thereunder
or any statutory modification(s) or reenactment(s) thereof; in the absence of any such rules, perquisites and allowances shall be
evaluated at actual cost.
(b) Reimbursement of Expenses:
Expenses incurred for travelling, boarding and lodging including for Mrs. Surbhi Garg’s spouse and dependents during business
trips, any medical assistance provided for her family members and provision of car(s) for use on Company’s business and telephone
expenses at residence shall be reimbursed at actuals and not considered as perquisites.
(c) Other facilities and benefits as under:
i. She will be provided with a Car for effective discharge of her official duties. All expenses of car (including expenses of fuel,
repair, and maintenance, insurance & salary of Driver) shall be borne by the Company.
ii. She will be entitled to re-imbursement of entrance fees for membership of any club/society, which in her opinion is essential
to promote the business of the Company and in the interest of the Company.
4. General:
(a) Executive Director will be in overall charge of the business, administration and other affairs of the Company, subject to the
control and directions of the Board of Directors, and shall guide, control and supervise the employees of the Company, their
functions, the business carried on by the Company and all administrative matters.
(b) Executive Director shall have all the powers and authorities of the Board of Directors as provided in Articles of Association of
the Company and in the Companies Act; however, subject to the control and directions of the Board of Directors and except
the powers which are required to be exercised by the Board in meeting.
(c) Executive Director will have power to sign all contracts, deeds and documents proposed to be executed by the Company, to
make sign, draw, accept, endorse, negotiate, sell and transfer on behalf of the Company all cheques, bills of exchange, drafts,
hundies, promissory notes, dock warrants, purchase/delivery orders and other negotiable instruments and securities and to
represents the Company in dealings with others including Government and other authorities and also to sign all pleadings,
applications and other papers required to be filed in any court proceedings by or against the Company.
(d) Executive Director will have power to institute, defend, prosecute, conduct, compound, refer to arbitration and to abandon
and to compromise legal or other proceedings, claims and disputes by or against the Company or in which the Company may
be concerned or interested.
(e) Executive Director will have power to appoint and dismiss all employees (including of whatever grade or position), as per the
conduct rules of the Company and allot them work and exercise control over them.
(f) Sitting fees: The Executive Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or
committee thereof.
(g) Executive Director will perform her respective duties as such with regard to all work of the Company and she will manage
and attend to such business and carry out the orders and directions given by the Board from time to time in all respects and
conform to and comply with all such directions and regulations as may from time to time be given and made by the Board.
(h) Executive Director shall adhere to the Company’s Code of Conduct & Ethics for Directors and Management Personnel.
(i) Executive Director shall comply with all the policies, rules and regulations of the Company from time to time in force and shall
not disclose any business secret, business plans, policies to any person, firm, companies etc. She shall not solicit the customers
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of the Company for her personal gain or interest.
(j) Executive Director will act diligently and to the best of her ability in the discharge of the duties and she will be responsible for
the proper administration and functioning of the Company’s business.
Save and except as provided in the foregoing paragraph, Mrs. Surbhi Garg satisfies all the conditions set out under Section 196 of the
Act for being eligible for her re-appointment. She is not disqualified from being appointed as Director in terms of Section 164 of the Act.
The above may be treated as a written memorandum setting out the terms of re-appointment of Mrs. Surbhi Garg under Section 190 of
the Act.
Details of Mrs. Surbhi Garg are provided in “Annexure-A” to the Notice pursuant to the provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued
by the Institute of Company Secretaries of India.
Mrs. Surbhi Garg is interested in the resolution set out at Item no. 5 of the notice. Mr. Vijay Agarwal, Chairman & Managing Director,
Mrs. Mona Agarwal, Whole-Time Director and Mr. Sorab Agarwal, Executive Director being related to Mrs. Surbhi Garg may be deemed to
be interested in the resolution set out at Item No. 5 of the notice. The other relatives of Mrs. Surbhi Garg may be deemed to be interested
in the resolution set out at Item No. 5 of the notice, to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is/are concerned or
interested, financially or otherwise, in the aforementioned resolution.
Upon approval by the members, a separate agreement to give effect to the above terms will be executed by and between the Company
and Mrs. Surbhi Garg.
The Board recommends the Special Resolution set out at item no. 5 of the notice for approval by the Members.
ITEM NO. 6:
Section 149 of the Companies Act, 2013 (‘the Act’) and provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) inter alia prescribe that an independent director of a
company shall meet the criteria of independence as provided in Section 149(6) of the Act. Section 149(10) of the Act provides that an
independent director can hold office for a term up to five consecutive years on the Board.
Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read
with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, the Board of Directors at its meeting held on August 05, 2019, recommended for the approval of the members, the
appointment of Mr. Avinash Parkash Gandhi (DIN: 00161107) as Independent Non-Executive Director of the Company for first term of five
consecutive years from October 01, 2019 to September 30, 2024 and not liable to retire by rotation.
The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. He has informed that he is not disqualified under Section 164(2) of the Act. He has also given his consent to act as
Director of the Company, if so appointed by the members.
As per regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, no listed entity shall
appoint a person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that
effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such
a person.
Since, Mr. Avinash Parkash Gandhi has attained the age of more than seventy five years and his appointment as Independent Director,
need to be approved by special resolution by the shareholders.
Brief profile of Mr. Gandhi:
Mr. Avinash Parkash Gandhi aged 80 years holds a rich experience of more than 50 years of top leadership positions such as Special
Advisor, President, CEO, Director and other senior managerial position in several prestigious organizations. He was previously associated
as President of Hyundai Motors India Limited and with Escorts Limited as the Chief Executive – R&D. He was also associated with Telco
holding in senior positions in the area of manufacturing operations.
Mr. Avinash Parkash Gandhi holds Bachelor’s Degree in Mechanical Engineering from Birla Institute of Technology, Mesra, Ranchi and has
completed Senior Management programme at Indian Institute of Management and Administration Staff College of India.
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Presently Mr. Gandhi is on the Boards of many reputed Companies namely, Schaeffler India Limited, Lumax Auto Technologies Limited,
Lumax Industries Limited, Minda Corporation Limited, Hyundai Motor India Limited etc.
Mr. Avinash Parkash Gandhi does not hold by himself or for any other person on a beneficial basis, any shares in the Company i.e.
Action Construction Equipment Limited.
In the opinion of the Board, Mr. Avinash Parkash Gandhi fulfils the conditions specified under Section 149 (6) of the Act, the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for his appointment as an Independent Non-Executive Director of the Company and is independent of
the management.
The Board of Directors is of the opinion that Mr. Avinash Parkash Gandhi is a person of integrity, possess relevant expertise and vast
experience. Accordingly, it is felt that his background, experience and association as Independent directors would be beneficial and in the
best interest of the Company.
The brief resume of his Directorships, nature of their expertise in functional areas, disclosure of relationships between Directors,
Directorships and Memberships of Committees of the Board of Listed entities and shareholding as required under Regulation 36(3) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is set out in this Notice as Annexure-A.
Accordingly, the Board recommends passing of the Special Resolution in relation to appointment of Mr. Gandhi as an Independent
Non-Executive Director for first term of five consecutive years with effect from October 01, 2019 to September 30, 2024, for the approval
by the shareholders of the Company.
Copy of the draft letter for appointment of Mr. Gandhi as an Independent Non-Executive Director setting out terms and conditions would
be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours
(9:00 a.m. to 5:00 p.m.) on any working day, except Saturday, upto and including the date of AGM of the Company.
Save and except Mr. Avinash Parkash Gandhi, being an appointee Director and their relatives, to the extent of their shareholding interest, if
any, in the Company, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are concerned or interested,
financially or otherwise, in the special resolution set out at Item No. 6 of the Notice.
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Action Construction Equipment Limited
ACTION CONSTRUCTION EQUIPMENT LIMITED
Regd. Office: Dudhola Link Road, Dudhola, Distt. Palwal-121102, Haryana
Email: cs@ace-cranes.com, Phone: 01275-280111, Fax: 01275-280133, CIN: L74899HR1995PLC053860,
Website: www.ace-cranes.com
ATTENDANCE SLIP
Please complete this attendance slip and hand over it at the entrance of the meeting hall, joint shareholders may obtain attendance ship
on request.
DP ID *
No. of shares
Name
Address
Signature of Shareholder/Proxy
Note:
Members / Proxies are requested to:-
(a) Bring their copy of Annual Report and attendance slip duly filled at the venue of the meeting.
(b) Quote their Folio/DP & Client Id No. in all correspondence with the Company/RTA.
(c) Note that briefcase, bag, eatables etc. will not be allowed to be taken inside the venue of the meeting for security purposes and
shareholders will be required to take care of their belongings.
(d) Note that shareholders present in person or through registered proxy shall only be entertained.
(e) The attendance slips/proxy form should be signed as per the specimen’s signatures registered with the R&T Agent/Depository
Participant (DP). Please carry Original photo ID card for identification/verification purposes.
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Action Construction Equipment Limited
ACTION CONSTRUCTION EQUIPMENT LIMITED
Regd. Office: Dudhola Link Road, Dudhola, Distt. Palwal-121102, Haryana
Email: cs@ace-cranes.com, Phone: 01275-280111, Fax: 01275-280133, CIN: L74899HR1995PLC053860,
Website: www.ace-cranes.com
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L74899HR1995PLC053860
Name of the company: Action Construction Equipment Limited
Registered office: Dudhola Link Road, Dudhola, Palwal, Haryana-121102.
I/We, being the member (s) of ……………........................................…. shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:
Or Failing Him
2. Name:
Address:
E-mail Id:
Signature:
Or Failing Him
3. Name:
Address:
E-mail Id:
Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company, to be
held on Friday, September 27, 2019 at 11:30 a.m. at Aravali Golf Club, New Industrial Township (NIT), Faridabad, Haryana-121001 and at
any adjournment thereof in respect of such resolutions as are indicated below:
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Resolution No. Particulars For Against
Ordinary Business
1. To receive, consider and adopt:
(a) The audited standalone financial statement of the Company for the financial year ended
March 31, 2019 and the reports of Board of Directors and Auditors’ thereon; and
(b) The audited consolidated financial statement of the Company for the financial year ended
March 31, 2019 and report of Auditors’ thereon.
2. To declare final dividend on Equity Shares for the financial year ended March 31, 2019.
3. To appoint a Director in place of Mrs. Surbhi Garg (DIN: 01558782) who retires from office
by rotation, and being eligible, offers herself for re-appointment.
Special Business
4. To ratify the remuneration of the cost auditors for the financial year ending March 31, 2020.
5. Re-appointment of Mrs. Surbhi Garg (DIN: 01558782) as Whole-Time Director,
Designated as Executive Director of the Company.
6. Appointment of Mr. Avinash Parkash Gandhi (DIN: 00161107) as an Independent Non-
Executive Director of the company.
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not
less than 48 hours before the commencement of the Meeting.
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Action Construction Equipment Limited
Venue of 25th AGM
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