1. INTRODUCTION
Your Directors are elated in presenting the 109th Annual Report of the
Company along with the Audited Statement of Accounts for the year ended as on 31st March,
2019.
2. FINANCIAL RESULTS
| Particulars |
Current Financial Year (2018-2019) |
Previous Financial Year (2017-2018) |
| Net Profit/(Loss)Before Depreciation and Tax |
(8,52,081) |
(7,59,203) |
| Depreciation |
Nil |
Nil |
| Profit / (Loss) before Tax |
(8,52,081) |
(7,59,203) |
| Provision for Tax |
Nil |
Nil |
| Profit/ (loss) after Tax |
(8,52,081) |
(7,59,203) |
| Balance Brought forward |
(97,99,400) |
(90,40,197) |
| Adjusted against capital reduction |
0.00 |
0.00 |
| Balance carried to Balance Sheet |
(106,51,481) |
(97,99,400) |
3. OPERATION DURING THE YEAR
The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towards
repairs, rehabilitation, renewals and replacements of the railway assets. During the year
also the dispute remains unresolved.
4. SHARE CAPITAL:
There is no change during the year under review.
5. DEPOSITORY SYSTEM:
The equity shares of the Company are available for dematerialization through Depository
participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL).
6. DIVIDEND:
Considering the loss for the year under review, your Directors do not recommend any
dividend for the year ended 31st March, 2019.
7. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not
applicable.
8. STATUTORY AUDITORS
At the Annual General Meeting held on September 28, 2018, M/s. Jain Anil and
Associates, Chartered Accountants, (FRN: 115987W), Mumbai, were appointed as statutory
auditors of the Company to hold office till the conclusion of the Annual General Meeting
to be held in the Financial Year 2022-23.
The report given by the auditors on the financial statement of the Company is a part of
the Annual Report. There has been no qualification, reservation, adverse remarks or
disclaimer given by the auditors in their report.
9. SECRETARIAL AUDITORS
M/s. Jain Anil and Associates, Chartered Accountants have been appointed in the Board
Meeting held on 05th September, 2019 as the Secretarial Auditor of the Company
u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the
Company and report thereof. The Secretarial Auditors Report has been annexed to the Board
Report under Annexure IV.
10. DIRECTORS
There were no other changes in the Board of Directors of the Company during the
financial year under review.
11. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
12. BOARD MEETINGS
During the financial year under review, the Board of Directors met Four times.
28th May,2018, 04th September, 2018, 14th February,
2019, , 28th March, 2019.
13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are applicable to the Company and hence the Company has devised a
policy relating to appointment of Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013.
14. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding the
limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2018-19
| No of complaints received: |
Nil |
| No of complaints disposed off: |
Nil |
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
your
Directors state that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed with proper explanation relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have 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 as at 31st March, 2019 and of its Loss for the year ended on
that date;
c. They have taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st March,
2019 on a ‘going concern basis; and
e. They have laid down Internal Financial Controls, which are adequate and are
operating effectively.
f. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The Company has not advanced loans or made investments or given any guarantee pursuant
to Section 186 of the Companies Act, 2013 during the year under review.
18. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.
Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate
on the date of this report.
20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO :
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption are not required to be furnished
considering the nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither earned nor used any
foreign exchange.
21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company
has not come across any element of risk which may threaten the existence of the Company.
22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There is no Significant Material Orders Passed By The Regulators / Courts / Tribunal
Impacting The Going Concern Status And Companys Operation In Future
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate internal financial control system, commensurate with the
size of its business operations.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO
SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review.
25. EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12
of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure
MGT-9".
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
a. Mr. Arvind Kumar Gupta (Chairman)
b. Mr. Shivanand Rama Hemmady (Member)
c. Mr. Amit Rander (Member)
The above composition of the Audit Committee consists of independent Directors viz., Mr
. Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.
The Company has established a vigil mechanism and overseas through the Audit Committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of employees and directors of the
Company.
27. CORPORATE GOVERNANCE:
As per the requirement of SEBI Circular No. Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 No.
SEBI/LAD-NRO/GN/2015- 16/013 dated September 2, 2015, the listed companies having paid up
equity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores,
as on the last day of the previous financial year is not required to comply with the norms
of the Corporate Governance Report.:
Since, the paid up equity share capital of the company is Rs. and Net Worth not
exceeding Rs. 25 Crores as on financial year ending 31st March 2019, therefore, the
provisions relating to the Corporate Governance report are not applicable the company.
28. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation
and support of the Companys Bankers, its valued customers, employees and all other
intermediaries concerned with the Companys business.
Your directors are grateful towards all members for supporting and sustaining us during
the intricate days. We look forward to your continued support and reiterate that we are
determined to ensure that the plans are successfully implemented.
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