Directors Report of Cranex Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 40th Annual Report on the business and operations of the Company together with the financial results for the period ended 31st, March 2015.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Amount in Rupees)

Current year Previous year ended ended (12 months) (12 months) 31-03-2015 31-03-2014

1. Gross Revenue 216,958,924 144,540,762

2. Profit before interest & Depreciation 10,750,820 10,041,238

3. Interest (Working Capital) 3,438,164 3,188,806

4. Profit after Interest but before depreciation 7,312,656 6,852,432

5. Depreciation 1,337,906 1,844,899

6. Profit/loss after depreciation 5,974,750 5,007,533

7. Exceptional Items 0 0

8. Profit before Extra ordinary items & tax 5,974,750 5,007,533

9. Extra ordinary items 0 0

10. Profit before tax 5,974,750 5,007,533

11. Provision fortax 1,764,090 1,704,720

12. Profit/loss aftertax 4,210,660 3,302,813

Earnings per share (face value Rs.10/-)

Basic 0.70 0.55

Diluted 0.70 0.55

The above figures have been regrouped /reclassified as necessary as per the Revised Schedule VI of the Companies Act, 2013. The financial figures given in the attached Balance Sheet and Profit & Loss A/c have also been regrouped /reclassified as necessary.

COMPANY'S PERFORMANCE

The overall performance for the financial year ended 31st March, 2015 was satisfactory. The profits of company earned during the year were amounted to Rs. 4,210,660/-. However, your Directors are confident that the company will do much better in future and trying its level best to further improve its performance.

DIVIDENDS

Keeping in view the present financial position of the company, your Directors do not recommend any dividend for the year ended 31st March 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in website of company.

INTERNAL FINANACIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from M/s. Kudsia & Associates, Charted Accountants, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the board were held during the year. For details of the meetings of the board, please refer to the Corporate Governance report, which forms part of this report.

COMMITTEES OF THE BOARD

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

MANDATORY COMMITTEE Audit Committee

As at March 31,2015, the Audit Committee comprised of Two Independent Directors namely, Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and one Non-Executive Director namely, Mr. Amitabh Agrawal. Mr. Maman Chand Jain is the Chairman of the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

As at March 31,2015, the Nomination and Remuneration Committee comprised of Two Independent Directors namely, Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and one Non-Executive Director namely, Mr. Amitabh Agrawal. Mr. Maman Chand Jain is the Chairman of the Nomination and Remuneration Committee.

Stakeholders Relationship Committee

As at March 31,2015, the Stakeholders Relationship Committee comprised of Two Independent Directors namely, Mr. Maman Chand Jain & Mr. Ashwani Kumar Jindal and one Non-Executive Director namely, Mr. Amitabh Agrawal. Mr. Ashwani Kumar Jindal is the Chairman of the Stakeholders Relationship Committee.

Risk Management Committee

As at March 31,2015, the Risk Management Committee comprised of One Whole Time Directors namely, Mr. Chaitanya Agrawal and one Non-Executive Director namely, Mr. Amitabh Agrawal. Mr. Chaitanya Agrawal is the Chairman of the Risk Management Committee.

NON-MANDATORY COMMITTEE Management Committee

As at March 31, 2015, the Management Committee comprised of one Executive Director namely Mr. Suresh Chandra Agrawal, one Managing Director namely, Mr. Piyush Agrawal, one Whole Time Directors namely, Mr. Chaitanya Agrawal and one Independent Director Mr. Ashwani Kumar Jindal. Mr. Piyush Agrawal is the Chairman of the Management Committee.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure II. There are no employees who are drawing remuneration in excess of the limits as set out in provisions of Section 197(12) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEES BENEFITS

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement to the profit and loss for the year when the contributions are due.

Pending determination of liability for gratuity payable, no provision has been made in the accounts for expenses of gratuity. The expenditure on account of gratuity is accounted in the year of payment. On account of non provision of gratuity payable, the profit has been over stated but the same cannot be quantified in absence of exact amount payable under this account

CODES, STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Your Company has adopted a Code of Conduct for its Board of Directors and the Senior Management Personnel. The Code requires the Directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner. During the year under review, the Code of Conduct was revised as per the revised Clause 49 of the Listing Agreement. A Chief Financial Officer with regard to compliance with the said code, forms part of this Annual Report.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has in place a Code for Prevention of Insider Trading Practices in accordance with the Model Code of Conduct, as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended and has duly complied with the provisions of the said code. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee (ICC) has been constituted thereunder. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

NOMINATION REMUNERATION & EVALUATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, alongwith the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section178 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Cranex Limited has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was constituted by the Board of Directors in its meeting held on 14th November, 2014 with the responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update Risk Register on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board.

Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The one Chief Risk Officer (CRO) Mr. Ajay Pradhan is responsible for the overall risk governance in the Company and reports directly to the Risk Management Committee, which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy on a quarterly basis.

In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

DISCLOSURE ON WHISTLE-BLOWER POLICY /VIGIL MECHANISM

The Company has established a vigil mechanism and formulated Whistle-Blower Policy in the meeting of Board of Directors held on held 14th November, 2014 through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit Committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred in Corporate Governance Report.

SECRETARIAL AUDITORS AND THEIR REPORTS

M/s PARVEEN RASTOGI & COCompany Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is attached as 'Annexure III' and forms part of this report. There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

STATUTORY AUDITORS AND THEIR REPORTS

M/s. P.D. Mittal & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company, to hold office from the conclusion of 39th Annual General Meeting until the conclusion of 42th Annual General Meeting of the Company to be held in 2017, subject to ratification of the appointment by the Members at every subsequent Annual General Meeting, as per the provisions of Companies Act, 2013.

There is one observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report i.e. "accounting standards 22- provision of deferred tax liability either for the current year or in respect of the past". For this the Board would like to inform that the Company has not created provision of deferred tax liability since it will not lead any major financial impact. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

TRANSACTIONS WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosed in Note No.30 of the Financial Statements of the company for the financial year ended March 31, 2015. These transactions entered were at an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure-IV.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, the Company has not allotted any shares under Employee Stock Option Scheme (ESOS) and hence no disclosure is required to be made in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Regulations, 1999.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

A. Conservation of Energy

a) Energy conservation measures taken :

* The Company has always been conscious of the need for the conservation of energy and optimum utilisation of available resources and has been steadily making progress towards this end.

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

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

b) Impact of above measures :

* The above measures will results in lower energy consumption, significant reduction in Carbon emissions, and hedge against continuous energy rate increase.

B. Technology Absorption, Adaptation And Innovation

The company has successfully absorbed the technology for the development of various new models of the cranes. Your company is constantly improving its technology to match world standards, which is reflected in the new orders being received from very quality conscious customers.

C. Foreign Exchange Earnings and Outgo

S. Particulars Current Year Amount Previous Year No. (in Rs.) Amount (in Rs.)

1. Foreign Exchange Earned 30,74,905 27,61,002

2. Foreign Exchange Outgo 7,80,689 40,11,019

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year as stipulated under Clause 49 of the Listing Agreement is separately given and forms part of this Annual Report provides a more detailed analysis on the performance of individual businesses and their outlook.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is separately given and forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance of the conditions of Corporate Governance is attached to the Report on Corporate Governance.

DIRECTOR

Mr. Piyush Agrawal, Director of the Company, retires by rotation and being eligible, offers himself for reappointment. Your directors solicit your approval for his reappointment as a director of the Company.

Mr. Anil Jain has resigned from the post of Independent Director w.e.f. 15th December, 2014

KEY MANAGERIAL PERSONNELS

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Piyush Agarwal — (Managing Director),

2. Mr. Chaitanya Agrawal — (Chief Financial officer & Whole Time Director),

3. Ms. Khushboo Verma - (Company Secretary).

During the year under review Mr. Birendra Kumar has resigned from the post of Company Secretary w.e.f. 31.08.2014. Ms. Khushboo Verma was appointed as Company Secretary of the Company w.e.f. 31.08.2014 and as Key Managerial Personnel w.e.f. 06.09.2014.

Mr. Chaitanya Agrawal was appointed as a Chief Financial officer & Key Managerial Personnel of the of the Company w.e.f. 24.04.2015 under section 203 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

MATERIAL CHANGES AND COMMITMENTS

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

CAPITAL STRUCTURE AND LISTING OF SHARES

The paid up equity share capital as on 31st March 2015 was Rs. 60,000,000/- (Rupees Six Crores). There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options

The Company's shares are listed on the Bombay Stock Exchange Limited (BSE), and are actively traded. The company has paid the listing fees to Bombay Stock Exchanges for the year 2015-16.

DEPOSITS FROM PUBLIC

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

INDUSTRIAL RELATION

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company at good position in the industry. It has taken various steps to improve productivity across organization.

ACKNOWLEDGEMENTS

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

By Order of the Board of Directors For Cranex Limited

Sd/- Sd/-

(Piyush Agrawal) (Suresh Chandra Agrawal) Place: New Delhi Managing director Chairman Date: 07.09.2015 DIN: 01761004 DIN: 01958471

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Mar 31, 2014

Dear Members,

The Directors are happy to present the 39th Annual Report of the Company together with the Audited Accounts for the year ended March 31st 2014.

FINANCIAL RESULTS (Amount in Rupees)

Current year Prev. year ended ended (12 months) (12 months) 31-03-2014 31-03-2013

1. Gross Revenue 144,540,762 205,642,786

2. Profit before interest & Depreciation 10,041,238 10,020,550

3. Interest (Working Capital) 3,188,806 2,055,098

4. Profit after Interest but before depreciation 6,852,432 7,965,452

5. Depreciation 1,844,899 1,879,503

6. Profit/loss after depreciation 5,007,533 6,085,949

7. Exceptional Items 0 23,027

8. Profit before Extra ordinary items & tax 5,007,533 6,108,976

9. Extra ordinary items 0 0

10. Profit before tax 5,007,533 6,108,976

11. Provision for tax 1,704,720 1,948,128

12. Profit/loss after tax 3,302,813 4,160,848

Earnings per share (face value Rs.10/-)

Basic 0.55 0.69

Diluted 0.55 0.69

The above figures have been regrouped/reclassified as necessary as per the Revised Schedule VI of the Companies Act, 1956. The financial figures given in the attached Balance Sheet and Profit & Loss A/c have also been regrouped/reclassified as necessary.

DIVIDEND

Keeping in view the present financial position of the company, your Directors do not recommend any dividend for the year ended 31st March 2014.

PERFORMANCE

The country is experiencing a huge economic downturn, which has affected your Company as well. Revenues have been lower as compared to last year. However, due to better efficiency and cost management, the Company has remained profitable.

MANAGEMENT DISCUSSIONS AND ANALYSIS OUTLOOK

India is currently passing through an economic crisis and Govt has scaled down planned expenditure resulting in a down slide in Capital Goods industry, the main stake of your company. Many Infrastructure projects - in which your Company''s products are used - are on hold.

These factors are likely to affect the turnover and profitability of your company.

However, your Directors are happy to report that there is ample order booking and are confident that your Company will perform well in the coming years.

DEMATERIALIZATION OF SHARES

As the Members are aware, the Company''s shares are in the compulsory demat mode facilitated through NSDL and CDSL. Your Directors earnestly appeal to all of you to Demat your shares of the company and derive the benefits of holding the shares in electronic form.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(1AA) of the Companies Act, 1956 it is hereby stated that:

The directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company is committed to the standards of Corporate Governance and in this direction has laid down well documented internal policies, procedures including Board and Committee procedures and practices in particular relation with Shareholders, Customers, Suppliers and Employees in order to enhance the long-term Shareholder value and maximize interest of all stakeholders.

Your Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance.

A detailed Report on Corporate Governance and a Certificate from the Auditors of your Company regarding the compliance of conditions of Corporate Governance and a Management Discussion and Analysis report have been attached to form part of the Annual Report.

DIRECTORS

Mr. Suresh Chandra Agrawal, Director of the Company, retires by rotation and being eligible, offers himself for reappointment. Your directors solicit your approval for his reappointment as a director of the Company.

Mr. Amitabh Agrawal and Ms. Asha Agarwal were appointed as Additional Directors w.e.f 13th February, 2014.They will hold office upto the date of ensuing Annual General Meeting and will be re-appointed in the Annual General Meeting.

WOMAN DIRECTOR

In order to comply with the provision of appointment of Woman Director as mention in Section 149 of Companies Act, 2013, Ms. Asha Agarwal has been appointed as Woman Director of the Company.

MATERIAL CHANGE

There was no material change affecting the financial position of the Company between the date of balance Sheet and the date of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, the company had no employees who are covered under section 217(2A) Companies Act 1956.

PUBLIC DEPOSIT

During the year under review your company has not invited any deposits from the Public U/s 58 A Act of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING OF SECURITIES

At present the securities of the Company are listed at Bombay Stock Exchange. The company has paid the listing fees to Bombay Stock Exchanges for the year 2014-15.

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company had constituted an Audit Committee of the Board of Directors consisting of three independent Non Executive Directors. Jain holds the office as Chairman of the Committee. During the year under review, Shri Ashwani K. Jindal and Shri M.C. Jain were the other members of the Audit Committee.

The terms of reference stipulated by the Board to the Audit Committee are as contained under Clause 49 of the Listing Agreement, i.e

a. Oversight of the Company''s financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focussing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgement by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up there on.

g. 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.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as have post - audit discussion to ascertain any area of concern.

i. Reviewing the Company''s financial and risk management policies.

AUDITORS

M/s. P.D.Mittal & Co. Chartered Accountants the company''s Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment which, if made, will be in confirmation with the provisions of Section 139 of Companies Act, 2013 and Rules made thereunder.

AUDITORS'' OBSERVATION

Observations of the Auditors, if any when read together with the relevant notes on accounts and accounting policies are self-explanatory and do not require any further comments.

INTERNAL AUDITOR

The Board appointed M/s Kudsia & Associates, Chartered Accountants, to act as company''s Internal Auditor, for the year 2014-15.

SECRETARIAL AUDITOR

The Board appointed M/s Praveen Rastogi & Co., Practising Company Secretary, to act as company''s Secretarial Auditors for the year 2014-15.

ACKNOWLEDGEMENT

Your Directors commend the continuing commitment and dedication of employees at all levels. The Directors would also like to thank all other stakeholder, including bankers and other business associates, who have provided sustained support and encouragement. This has understandably, been critical for all the Company''s success The Directors look forward to their continued support in the years to come.

By Order of the Board For Cranex Limited Place : New Delhi Dated: 06-09-2014 S.C. Agrawal Chairman (DIN : 01958471)

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Mar 31, 2013

The Directors are happy to present the 38th Annual Report of the Company together with the Audited Accounts for the year ended March 31st,2013

FINANCIAL RESULTS (Amount in Rupees)

Current year ended Prev. year ended (12 months) (12 months) 31-03-2013 31-03-2012

1. Gross Revenue 205,642,786 204,654,717

2. Profit before interest & Depreciation 10,020,550 11,102,953

3. Interest (Working Capital) 2,055,098 3,590,769

4. Profit after Interest but before depreciation 7,965,452 7,512,184

5. Depreciation 1,879,503 1,802,194

6. Profit/loss after depreciation 6,085,949 5,709,990

7. Exceptional Items 23,027 0

8. Profit before Extra ordinary items & tax 6,108,976 5,709,990

9. Extra ordinary items 0 31,013,879

10. Profit before tax 6,108,976 36,723,869

11. Provision for tax 1,948,128 3,369,818

12. Profit/loss after tax 4,160,848 33,354,051 Earnings per share (face value Rs.10/-)

Basic 0.69 5.56

Diluted

The above figures have been regrouped/reclassified as necessary as per the Revised Schedule VI of the Companies Act, 1956. The financial figures given in the attached Balance Sheet and Profit & Loss A/c have also been regrouped/reclassified as necessary.

DIVIDEND:

Keeping in view the present financial position of the company, your Directors do not recommend any dividend for the year ended 31st March 2013.

PERFORMANCE:

Your Company has been able to achieve slightly higher turnover, in spite of depressed economic situation of the country, compared to previous year, and has been able to report an operating profit of Rs.87.57 lacs before other income, interest, depreciation and tax.

MANAGEMENT DISCUSSIONS AND ANALYSIS OUTLOOK:

It may please be appreciated that India is currently passing through an economic crisis and Govt has scaled down planned expenditure resulting in a down slide in Capital Goods industry, the main stake of your company.

Inflation is very high and does not seem to reduce in the near future. These factors are likely to affect the turnover and profitability of your company.

However, your Directors are trying their best to meet the adverse economic condition prevailing and likely to prevail in the near future.

DEMATERIALIZATION OF SHARES:

As the Members are aware, the Company''s shares are in the compulsory demat mode facilitated through NSDL and CDSL. Your Directors earnestly appeal to all of you to Demat your shares of the company and derive the benefits of holding the shares in electronic form.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Sec.217(2AA) of the Company''s Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the year ended 31s'' March 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of your Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities if, as and when they arise.

4. That the Directors had prepared the accounts for the year ended March 31s''.2013 on a "Going Concern" basis.

CORPORATE GOVERNANCE:

Your Company is committed to the standards of Corporate Governance and in this direction has laid down well documented internal policies, procedures including Board and Committee procedures and practices in particular relation with Shareholders, Customers, Suppliers and Employees in order to enhance the long-term Shareholder value and maximize interest of all stakeholders. j

Your Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance.

A detailed Report on Corporate Governance and a Certificate from the Auditors of your Company regarding the compliance of conditions of Corporate Governance and a Management Discussion and Analysis report have been attached to form part of the Annual Report.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, retires Mr.A.K. Jain, Director of the Company, retires by rotation and being eligible, offers himself for reappointment. Your directors solicit your approval for his reappointment as a director of the Company.

PARTICULARS OF EMPLOYEES:

During the period under review, the company had no employee who are covered under section 217(2 A) Companies Act 1956.

FIXED DEPOSIT

During the year under review your company has not invited any deposits from the Public U/s 58 A Act of the Companies Act, 1956.

LISTING

At present the securities of the Company are listed at Bombay Stock Exchange. The company has paid the listing fees to Bombay Stock Exchanges for the current year.

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company had constituted an Audit Committee of the Board of Directors consisting of three independent Non Executive Directors. Shri Anil K.Jain holds the office as Chairman of the Committee. During the year under review Shri Ashwani K.Jindal and Shri M.C.Jain were the other members of the Audit Committee.

The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e

a. Oversight of the Company''s financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focussing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgement by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up there on.

g. 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.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as have post - audit discussion to ascertain any area of concern.

i. Reviewing the Company''s financial and risk management policies.

AUDITORS:

M/s. P.D.Mittal & Co. Chartered Accountants the company''s Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment which, if made, will be in confirmation with the provisions of Section 224(1B)of CompaniesAct, 1956.

SECRETARIAL AUDITOR:

The Board appointed M/s Brajesh Kumar & Associates, practising Company secretary, to act as company''s Secretarial Auditors so that their Secretarial audit Report could form a part of the company''s Annual Report of next AGM.

ACKNOWLEDGEMENT:

Your Directors commend the continuing commitment and dedication of employees at all levels. The Directors would also like to thank all other stakeholder, including bankers and other business associates, who have provided sustained support and encouragement. This has understandably, been critical for all the Company''s success The Directors look forward to their continued support in the years to come,

On behalf of the Board of Directors

S.C. Agrawal

Place: New Delhi (DIN : 01958471)

Dated: 04-08-2013 Chairman

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Mar 31, 2012

TO THE MEMBERS OF CRANEX LIMITED

The Directors are happy to present the 37th Annual Report of the Company together with the Audited Accounts for the year ended March 31st 2012

FINANCIAL RESULTS (Amount in Rupees) Current year ended Prev. year ended (12 months) (12 months) 31-03-2012 31-03-2011

1. Gross Revenue 2046.55 1857.34

2. Profit before finance Costs & Depreciation 111.02 141.98

3. Finance Costs 35.91 19.63

4. Depreciation 18.02 17.26

5. Profit/loss after depreciation 57.10 105.07

6. Extra ordinary Income 310.13 0.00

7. Provision for tax 33.70 44.33

8. Profit/loss after tax 333.54 60.74

The above figures have been regrouped/reclassified as necessary as per the Revised Schedule VI of the Companies Act, 1956. The financial figures given in the attached Balance Sheet and Profit & Loss A/c have also been regrouped/reclassified as necessary.

DIVIDEND

Keeping in view the present financial position of the Company, your Directors do not recommend any dividend for the year ended 31st March 2012.

PERFORMANCE

Your Company has been able to achieve a higher Turnover of about 10% compared to previous year. The Net Profit has gone up due to an Extraordinary Income of Rs 3.1 Crores realised due to a one-time gain from land development activities. However, there has been greater pressure on operating margins due to increase in input costs and lower selling prices arising from the economic slowdown and higher inflation. The Company reported higher Extraordinary Income arising from non-core business activities.

BIFR

The net worth of the Company had turned positive and the Hon''ble BIR has discharged the Company from the purview of BIFR accordingly.

SECRETARIALAUDITOR

You are requested to approve appointment of M/s Brajesh Kumar & Associates, practising Company secretary, to act as company''s Secretarial Auditors so that their Secretarial audit Report could form a part of the company''s Annual Report of next AGM.

MANAGEMENT DISCUSSIONSANDANALYSIS OUTLOOK

In spite of the economic slowdown, infrastructure and industrial growth still requires large number of cranes. Since your Company is an old established manufacturer of such equipment, we are able to generate sufficient orders.

However, it may be kept in mind that due to the economic slow down in the country and overseas, the capital goods industry, which is the main line of your Company''s business, is likely to be seriously affected. Your Company enjoys a special position in the crane industry and your Directors are trying their best to tide over the present downturn in infrastructural projects which are the main customers of capital goods.

SUBSIDIARY

The Company''s wholly owned subsidiary Company " Crane International Inc", in USA has reported a loss in the current year due to the continued severe economic recession in USA and consequent reduction of revenue. The results of the Company for the year ended 31st December2011 are annexed in this Annual report.

DEMATERIALIZATION OF SHARES

As the Members are aware, the Company''s shares are in the compulsory demat mode facilitated through NSDL and CDSL. Your Directors earnestly appeal to all of you to Demat your shares of the company and derive the benefits of holding the shares in electronic form.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Sec.217(2AA) of the Company''s Acr,1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the year ended 31st March 2012, the applicable Accounting Standards have been followed along with prospered plantation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of your Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities if, as and when they arise.

4. That the Directors had prepared the accounts for the year ended March 31st 2012 on a "Going Concern" basis.

CORPORATE GOVERNANCE

Your Company is committed to the standards of Corporate Governance and in this direction has laid down well documented internal policies, procedures including Board and Committee procedures and practices in particular relation with Shareholders, Customers, Suppliers and Employees in order to enhance the long-term Shareholder valueand maximize interest of all stakeholders.

Your Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance.

A detailed Report on Corporate Governance and a Certificate from the Auditors of your Company regarding the compliance of conditions of Corporate Governance and a Management Discussion and Analysis report have been attached to form part of the Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. M C. Jain, Director of the Company, retires by rotation and being eligible offers himself for reappointment. Your directors solicit your approval for his reappointment as a director of the company.

PARTICULARS OF EMPLOYEES

During the period under review, the company had no employee who are covered under section 217(2 A) Companies Act 1956.

FIXEDDEPOSIT

During the year under review your company has not invited any deposits from the public under Section 58Aof the Companies Act, 1956.

LISTING

At present the securities of the Company are listed at Bombay Stock Exchange. The company has paid the listing fees to Bombay Stock Exchanges for the current year.

AUDITCOMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company had constituted an Audit Committee of the Board of Directors consisting of three independent Non Executive Directors. Shri Anil K.Jain holds the office as Chairman of the Committee. During the year under review Shri Ashwani K. Jindal and Shri M.C.Jain were also the members of the Audit Committee.

The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e

a. Oversight of the Company''s financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any the services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgement by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up there on.

g. 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.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as have post -audit discussion to ascertain any area of concern.

i. Reviewing the Company''s financial and risk management policies.

AUDITORS

M/s. P.D.Mittal & Co. Chartered Accountants the company''s Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment which, if made, will be in confirmation with the provisions of Section 224 (1B) of Companies Act, 1956.

SECRETARIALAUDITOR

You are informed that the board re-appointed M/s Brajesh Kumar & Associates, practicing Company secretary, New Delhi toactas company''s Secretarial Auditors.

ACKNOWLEDGEMENT

Your Directors commend the continuing commitment and dedication of employees at all levels. The Directors would also like to thank all other stakeholder, including bankers and other business associates, who have provided sustained support and encouragement. This has understandably, been critical for all the Company''s success The Directors look forward to their continued support in the years to come,

On behalf of the Board of Directors

Place :New Delhi Piyush Agrawal Anil K. Jain

Dated: 03-09-2012 Managing Director Director

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Mar 31, 2009

The Directors are happy to present the 34th Annual Report of the Company together with the Audited Accounts for the year ended March 31st.2009

FINANCIAL RESULTS: (amount in rupees)

Current year ended Prev. year ended 31 - 03 - 2009 31 - 03 - 2008 (12 months) (12 months)

1. Gross Revenue 12,60,91,883 5,64,70,939

2. Profit before interest & depreciation 1,62,62,681 54,16,500

3. Interest (working capital) 6,31,005 2,74,226

4. Interest (Term Loan settlement PICUP) 0.00 56,01,352

5. Profit after Interest but before depreciation 1,56,31,676 (4,59,078)

6. Depreciation 4,84,419 13,19,602

7. Amortization of old P&M 1,16,07,394 00000000

8. Profit/loss after depreciation 35,39,863 (17,78,680)

9. Fringe benefit tax 92,705 74,281

10. Provision for tax NA NA

11. Profit/loss after tax 34,47,158 (18,52,961)

DIVIDEND:

Keeping in view the present financial position of the company, your Directors do not recommend any dividend for the year ended 31s.March 2009.

PERFORMANCE:

Your Company has recorded an increase of+119.49 % in turnover for the year over the previous year. For replacement of old plant and machineries, a sum of Rs. 1,16,07,394 has been provided for amortization.

BACKGROUND OF REFERENCE TO BIFR

Your company, manufacturing EOT Cranes was profitable till the year ended 31st March 2000. In the year 1998, it ventured into a new project to manufacture Stainless Steel Wires, at its Sahibabad unit , to manufacture wire ropes required for its marine cranes. This project, however, failed causing very heavy losses. To meet pressing demands of creditors, all unencumbered assets had to be sold

The net worth of the Company became negative and under statutory provisions of SICA, reference was made to the Honble BIFR in January 2002 where it was registered as case No. 112/02 and again next year as case No. 167/03

The Honble BIFR appointed PICUP as the Operating Agency (OA) who were the only Secured Creditors, with directions to prepare a Draft Rehabilitation Scheme (DRS) As the Company paid off PICUP under an OTS, the Honble BIFR appointed IDBI as the Operating Agency (OA) in place of PICUP and directed to prepare a revised DRS.

FUTURE OUTLOOK

The revised DRS, envisages reduction of capital by 90 % adjusting part of the accumulated losses, and issue of fresh new 29,00,000 Equity Shares of Rs. 10/-each and allotment on Preferential basis making up the new Fully Paid up Equity of the Company Rs.350 lacs only, will be submitted to IDBI for their scrutiny and preparation of a Fully tied-up scheme for submission tolhe Honble BIFR. After the revised scheme is Sanctioned by the Honble BIFR, your company will be out of BIFR and will be able to get need based finance from banks and be able to grow to its full potential

SUBSIDIARY

The Companys Wholly Owned Subsidiary Company" Cranex International, Inc, in Virginia (U.S.A) has been working satisfactorily and has reported good results. However, audited results have not yet been received for the year ended 318. Dec 2008. The provisional details required under Section 212 of the Companies Act, 1956 has been enclosed herewith in thisAnnual report.

DEMATERIALIZATION OF SHARES

As the Members are aware, the Companys shares are in the compulsory demat mode facilitated through NSDL and CDSL. Your Directors earnestly appeal to all of you to Demat your shares of the company and derive the benefits of holding the shares in electronic form.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec.217 (2AA) of the Companys Acr, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed-

1 That in the preparation of ,ue annual accounts for the year ended 31s" March 2009, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2 That the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of your Company for the year under review.

3 That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities if, as and when they arise.

4 That the Directors had prepared the accounts for the year ended March 31 st 2009 on a "Going Concern" basis

CORPORATE GOVERNANCE

Your Company is committed to the standards of Corporate Governance and in this direction has laid down well documented internal policies, procedures including Board and Committee procedures and practices in particular relation with Shareholders, Customers, Suppliers and Employees in order to enhance the long-term Shareholder value and -naximize interest of all stakeholders. Your Company has complied with the provisions of Clause 49 of the Listing Agreement relating to Corporate Governance. A detailed Report on Corporate Governance and a Certificate from the Auditors of your Company regarding the compliance of conditions of Corporate Governance and a Management Discussion and Analysis report have been attached to form part of the Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act,1956 and the Companys Articles of Association, Mr.Ashwin Kumar Jindal, Director of the Company, retires by rotation and being eligible offers himself for reappointment. Your directors solicit your approval for his reappointment as a director of the company.

PARTICULARS OF EMPLOYEES

During the period under review, the company had no employee who are covered under section 217(2 A) Companies Act 1956.

FIXED DEPOSIT

During the year under review your company has not invited any deposits from the Public U/s 58 A Act of the Companies Act, 1956.

LISTING

At present the securities of the Company are listed at Bombay Stock Exchange. The company has paid the listing fees to Bombay Stock Exchanges for the current year. Action for de-listing from Delhi Stock Exchange has been taken as approved by you in the last AGM.

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company had constituted an Audit Committee of the Board of Directors consisting of three independent Non Executive Directors. Shri Anil K.Jain holds the office as Chairman of the Committee. During the year under review Shri Ashwani K.Jindal and Shri M.C.Jain were also the members of the Audit Committee. The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e

a Oversight of the Companys financial reporting process and the disclosure of its financial information.

b Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c Reviewing with management the annual financial statements before submission to the board, focussing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgement by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

e Reviewing the adequacy of internal audit functions.

f Discussion with internal auditors any significant findings and follow up there on.

g 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.

h Discussion with external auditors before the audit commences nature and scope of audit as well as have post - audit discussion to ascertain any area of concern.

i reviewing the Companys financial and risk management policies.

AUDITORS:

M/s. P.D.Mittal & Co. Chartered Accountants the companys Auditors retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment which, if made, will be in confirmation with the provisions of Section 224 (1B) of Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors commend the continuing commitment and dedication of employees at all levels. The Directors would also like to thank all other stakeholder, including bankers and other business associates, who have provided sustained support and encouragement. This has understandably, been critical for all the Companys success The Directors look forward to their continued support in the years to come.

NewDelhi On behalf of the Board of Directors

01-09-2009 (S.C.Agrawal)

Chairman.