Action Construction Equipment : Corporate Governance Report 31.03.2024

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity - Action Construction Equipment Limited

2. Quarter ending

- 31-Mar-2024

1. Composition Of Board Of Director

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Mr.

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Page 1 of 8

Company Remarks
Whether Regular chairperson appointed	Yes
Whether Chairperson is related to MD or CEO	Yes

1. Composition of Committees

	a.	Audit Committee
	Sr. No.	Name of Committee members		Category	Chairperson/Member	Date of Appointment	Date of Cessation
	1		Avinash Parkash Gandhi		ID	Chairperson	01-Oct-2019
	2		Shriniwas Vashisht		ID	Member	24-Sep-2020
	3		Jagan Nath Chamber		ID	Member	06-Nov-2020
	4		Vijay Agarwal		C & ED	Member	01-Oct-2018
	Company Remarks
	Whether Regular chairperson appointed				Yes
	b.	Stakeholders Relationship Committee
	Sr. No.	Name of Committee members		Category	Chairperson/Member	Date of Appointment	Date of Cessation
	1		Divya Singhal		ID	Chairperson	01-Apr-2020
	2		Avinash Parkash Gandhi		ID	Member	01-Oct-2019
	3		Sorab Agarwal		ED	Member	01-Oct-2018
	Company Remarks
	Whether Regular chairperson appointed				Yes
	c.	Risk Management Committee
	Sr. No.	Name of Committee members		Category	Chairperson/Member	Date of Appointment	Date of Cessation
	1		Vijay Agarwal		C & ED	Chairperson	28-May-2021
	2		Sorab Agarwal		ED	Member	28-May-2021
	3		Divya Singhal		ID	Member	28-May-2021
	Company Remarks
	Whether Regular chairperson appointed				Yes
	d. Nomination and Remuneration Committee
	Sr. No.	Name of Committee members		Category	Chairperson/Member	Date of Appointment	Date of Cessation
	1		Shriniwas Vashisht		ID	Chairperson	24-Sep-2020
	2		Divya Singhal		ID	Member	01-Apr-2020
	3		Avinash Parkash Gandhi		ID	Member	01-Oct-2019
	Company Remarks
	Whether Regular chairperson appointed				Yes

1. Meeting of Board of Directors

Date(s) of meeting (Enter dates	Whether requirement	Total Number of	Number of Directors present	No. of Independent Directors
of Previous quarter and Current	of Quorum met	Directors as on date	(All directors including	attending the meeting
quarter in chronological order)	(Yes/No)	of the meeting	Independent Director)
09-Nov-2023	Yes	8	7	4
06-Feb-2024	Yes	8	8	4

Page 2 of 8

Company Remarks
Maximum gap between any two consecutive (in number of days)				88
iv.	Meeting of Committees
i.	Meeting of Committees
Name of the Committee	Date(s) of meeting	Whether	Total Number	Number of Directors	Number of	Number of Members
		(Enter dates of	requirement	of Directors in	present (All	Independent	attending the
		Previous quarter and	of Quorum	the Committee	directors including	directors	Meeting (Other than
		Current quarter in	met (Yes/No)	as on date of	Independent	attending the	Board of Directors)
		chronological order)		the meeting	Director)	meeting
Audit Committee	09-Nov-2023	Yes	4	4	3		0
Audit Committee	06-Feb-2024	Yes	4	4	3		0
Risk Management	09-Nov-2023	Yes	3	3	1		0
Committee
Risk Management	06-Feb-2024	Yes	3	3	1		0
Committee
Nomination and	06-Feb-2024	Yes	3	3	3		0
Remuneration
Committee
Company Remarks
Maximum gap between any two consecutive (in number of days) [Only for Audit Committee]			88

1. Related Party Transactions

	Subject	Compliance status (Yes/No/NA)	Remark
Whether prior approval of audit committee obtained	Yes
Whether shareholder approval obtained for material RPT	Not Applicable
Whether details of RPT entered into pursuant to omnibus approval have been	Yes
reviewed by Audit Committee
Disclosure of notes on related party transactions and Disclosure of notes of material related party transactions
VI.	Affirmations
1.	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure	requirements) Regulations, 2015. - Yes
2.	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure	requirements) Regulations, 2015

1. Audit Committee - Yes
2. Nomination & remuneration committee - Yes
3. Stakeholders relationship committee - Yes
4. Risk management committee (applicable to the top 1000 listed entities) - Yes

3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes

Page 3 of 8

1. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.- Yes
2. a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. - Yes b. Any comments/observations/advice of Board of Directors may be mentioned here:

Name	:	Anil Kumar
Designation	:	Company Secretary & Compliance Officer

ANNEXURE II

Format to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Item	Compliance	Company Remark	Website
	status
As per regulation 46(2) of the LODR:
Details of business	Yes		www.ace-cranes.com
Terms and conditions of appointment of independent directors	Yes		www.ace-cranes.com
Composition of various committees of board of directors	Yes		www.ace-cranes.com
Code of conduct of board of directors and senior management	Yes		www.ace-cranes.com
Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		www.ace-cranes.com
Criteria of making payments to non-executive directors	Yes		www.ace-cranes.com
Policy on dealing with related party transactions	Yes		www.ace-cranes.com
Policy for determining 'material' subsidiaries	Yes		www.ace-cranes.com
Details of familiarization programs imparted to independent directors	Yes		www.ace-cranes.com
Email address for grievance redressal and other relevant details entity	Yes		www.ace-cranes.com
who are responsible for assisting and handling investor grievances
Contact information of the designated officials of the listed entity who	Yes		www.ace-cranes.com
Financial results	Yes		www.ace-cranes.com
Shareholding pattern	Yes		www.ace-cranes.com
Details of agreements entered into with the media companies and/or	Not Applicable
their associates
Schedule of analyst or institutional investor meet and presentations	Yes		www.ace-cranes.com
madeby the listed entity to analysts or institutional investors
New name and the old name of the listed entity	Not Applicable
Advertisements as per regulation 47 (1)	Yes		www.ace-cranes.com
Credit rating or revision in credit rating obtained	Yes		www.ace-cranes.com
Separate audited financial statements of each subsidiary of the listed	Yes		www.ace-cranes.com
entity in respect of a relevant financial year
Secretarial Compliance Report	Yes		www.ace-cranes.com
Disclosure of contact details of KMP who are authorized for the	Yes		www.ace-cranes.com
purpose of determining materiality as required under regulation 30(5)
Materiality Policy as per Regulation 30(4)	Yes		www.ace-cranes.com

Page 4 of 8

Dividend Distribution policy as per Regulation 43A (as applicable)		Yes		www.ace-cranes.com
It is certified that these contents on the website of the listed entity are		Yes		www.ace-cranes.com
correct.
Disclosure under regulation 30(8)		Yes		www.ace-cranes.com
Statement of deviation(s) or variartion(s) as specified in regulation 32		Yes		www.ace-cranes.com
Annual Return as provided under section 92 of the Companies Act,		Yes		www.ace-cranes.com
Confirmation that the above disclosure are in seprate section as		Yes		www.ace-cranes.com
specified in regulation 46(2)
Compliance with regulation 46(3) with respect to accuracy of disclosures	Yes		www.ace-cranes.com
on the website and timely updation
II Annual Affirmations
Particulars	Regulation Number	Compliance	Company Remark
status
			(Yes/No/NA)
Independent director(s) have been appointed in terms of	16(1)(b) & 25(6)	Yes
specified criteria of 'independence' and/or 'eligibility'
Board composition	17(1), 17(1A) &	Yes
	17(1B)
Meeting of Board of directors	17(2)	Yes
Quorum of Board meeting	17(2A)	Yes
Review of Compliance Reports	17(3)	Yes
Plans for orderly succession for appointments	17(4)	Yes
Code of Conduct	17(5)	Yes
Fees/compensation	17(6)	Yes
Minimum Information	17(7)	Yes
Compliance Certificate	17(8)	Yes
Risk Assessment & Management	17(9)	Yes
Performance Evaluation of Independent Directors	17(10)	Yes
Recommendation of Board	17(11)	Yes
Maximum number of directorship	17A	Yes
Composition of Audit Committee	18(1)	Yes
Meeting of Audit Committee	18(2)	Yes
Composition of nomination & remuneration committee	19(1) & (2)	Yes
Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
Meeting of nomination & remuneration committee	19(3A)	Yes
Composition of Stakeholder Relationship Committee	20(1), 20(2) and	Yes
	20(2A)
Meeting of stakeholder relationship committee	20(3A)	Yes
Composition and role of risk management committee	21(1),(2),(3),(4)	Yes
Meeting of Risk Management Committee	21(3A)	Yes
Vigil Mechanism	22	Yes

Page 5 of 8

Policy for related party Transaction	23(1),(1A),(5),(6)	Yes
Prior or Omnibus approval of Audit Committee for all related	23(2), (3)	Yes
party transactions
Approval for material related party transactions	23(4)	Not Applicable
Disclosure of related party transactions on consolidated basis	23(9)	Yes
Composition of Board of Directors of unlisted material	24(1)	Not Applicable
Subsidiary
Other Corporate Governance requirements with respect to	24(2),(3),(4),(5)	Yes
subsidiary of listed entity	& (6)
Annual Secretarial Compliance Report	24(A)	Yes
Alternate Director to Independent Director	25(1)	Not Applicable
Maximum Tenure	25(2)	Yes
Meeting of independent directors	25(3) & (4)	Yes
Familiarization of independent directors	25(7)	Yes
Declaration from Independent Director	25(8) & (9)	Yes
D & O Insurance for Independent Directors	25(10)	Yes
Memberships in Committees	26(1)	Yes
Affirmation with compliance to code of conduct from members	26(3)	Yes
of Board of Directors and Senior management personnel
Disclosure of Shareholding by Non- Executive Directors	26(4)	Yes
Policy with respect to Obligations of directors and senior	26(2) & 26(5)	Yes
management
Confirmation with respect to appointment of Independent Directors	25(11)	NA
who resigned from the listed entity
Memberships in Committees	26(1)	Yes
Affirmation with compliance to code of conduct from members	26(3)	Yes
of Board of Directors and Senior management personnel
Disclosure of Shareholding by Non- Executive Directors	26(4)
		Yes
Policy with respect to Obligations of directors and senior
management
			Approval of the Board and
Approval of the Board and shareholders for compensation or profit			shareholders for
		compensation or profit
sharing in connection with dealings in the securities of the listed	26(6)	Yes
sharing in connection with
entity
		dealings in the securities
			of the listed entity

Page 6 of 8

Vacancies in respect Key Managerial Personnel

26A(1) & 26A(2)

Yes

Vacancies in respect Key Managerial Personnel

III Affirmations:

The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied. - Yes

Other Information

Name	:	ANIL KUMAR
Designation	:	Company Secretary & Compliance Officer
		ANNEXURE IV

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(A) Any loan or any other form of debt advanced by the listed entity directly or indirectly to

	Aggregate amount advanced during six months			Balance outstanding at the end of six months
	Promoter or	Promoter Group	Directors (including	KMPs or any			Promoter or any	Promoter Group	Directors (including	KMPs or any
	any other entity	or any other	relatives) or any	other entity			other entity	or any other	relatives) or any other	other entity
	controlled by	entity controlled	other entity	controlled by			controlled by	entity controlled	entity controlled by	controlled by
	them	by them	controlled by them	them
			them	by them	them	them

1. Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:

Entity	Type (guarantee, comfort letter etc.)	Aggregate amount of	Balance outstanding at the end of
		issuance during six	six months (taking into account
		months	any invocation)
Promoter or any other entity
controlled by them
Promoter Group or any other
entity controlled by them
Directors (including relatives) or
any other entity controlled by
them
KMPs or any other entity
controlled by them

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:

Entity	Type of Security (cash, shares etc.)	Aggregate value of	Balance outstanding at the end of
		security provided during	six months
		six months

Page 7 of 8

Promoter or any other entity controlled by them

Promoter Group or any other entity controlled by them

Directors (including relatives) or any other entity controlled by them

KMPs or any other entity controlled by them

(D) If the Listed Entity would like to provide any other information the same may be indicated here

Affirmations

All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company

Company Remarks in case of non-compliant status

Name:

Designation:

Place:

Date:

Page 8 of 8