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Axis Rail India Ltd.

BSE: 514360 Sector: Infrastructure
NSE: N.A. ISIN Code: INE078T01026
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Axis Rail India Ltd. (AXISRAIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 32nd tAnnual Reporttogether with the Audited Accounts of the Company for the year ended 31st March 2015 .

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for yourconsideration:

(In Rupees)

Particulars 2014-2015 2013-14
Gross Income 1061945970 -
Profit/(Loss) Before Interest and Depreciation 50754136 (632949)
Interest 719.420 -
Gross Profit 94118940 -
Provision for Depreciation 12611363 -
Net Profit/(Loss) Before Tax 37423353 (632949)
Provision for Tax 4174873 -
Deferred Tax (936432) -
Net Profit After Tax 24184912 (632949)
Balance of Profit/(Loss) brought forward 82827848 (94053288)
Balance available for appropriation (11762269) (94686237)
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet 66430742 (49424976)

STATE OF COMPANY’S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURINGTHE YEAR/HIGHLIGHTS/OPERATIONS

Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of this report.

DIVIDEND:-

As the company has recently gained some profits because of the Merger your Directorshave decided to invest the earnings in the growth of business and for this reason havedecided to not to declare any Dividend for the year under review.

RESERVES:-

Your Directors propose to transfer the amount of Net Profit After Tax to GeneralReserve for the financial year ended March 312015 as no dividend is declared during theyear keeping in view the requirement to plough back the funds for internal growth of thecompany.

SHARE CAPITAL:-

No share capital was issued during the year. The company has not issued any equityshares with differential rights bonus shares Sweat Equity Shares Employee stock optionsor shares under right issue.

DIRECTORS:-

In accordance with the provisions of the Companies Act 1956 and Articles ofAssociation of the Company Mr. R K Batra (DIN 00161631) Director of the Company retireby rotation in the ensuing Annual General Meeting and being eligible offer themselves forre-appointment.

Ms. Maniza Khan (DIN: 07146123) had been appointed as an additional Directorsdesignated as Independent Directors of the Company by the Board of Directors. They holdoffice upto the date of the ensuing Annual General Meeting and are proposed to beappointed as an Independent Director by the Members. The Company has received requisitenotices in writing from members proposing them for appointment as Independent Directors.

In the opinion of the Board Ms. Maniza Khan (DIN: 07146123) fulfill the conditions fortheir appointment as Independent Directors as specified in the Act and the ListingAgreement. Ms. Maniza Khan (DIN: 07146123) is independent of the management.

The Brief Resumes and other details relating to the Directors who are proposed toappointed/re-appointed as required to be disclosed under Clause 49 of the ListingAgreement form part of the Notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as perSection 2(51) and 203 of theCompanies Act 2013 are as follows:

Sh. Ranjan kapoor Who le Time director

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments effecting the Financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the FinancialYear under review:

a. In the nature of Company’s business

b. Generally in the class of business in which the Company has an interest Further theCompany has no Subsidiary and therefore information regarding any change in subsidiariesor in the nature of business carried on by them is not applicable to the Company.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria fordeterminingqualifications positive attributes independenceof a Director and the policy onremuneration of DirectorsKMP and other employees is attached as Annexure D-2 which formspart of this report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there are no employees falling in the bracket as defined in Rule 5(2)

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure D-4 which forms part of thisreport.

NUMBER OF MEETINGS OF BOARD

During the year 2014-15 5 (Five) Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 11.02.2015 as required under Schedule IV of Companies Act2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetingswere held are 30-05-2014 13-08-2014 02-09-2014 14-112014 and 17-03-2015.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s B Aggarwal & Company Chartered Accountants New Delhi was appointed asStatutory Auditors of the Company in the last Annual General Meeting. As their termexpires at the ensuring Annual General Meeting they have offered themselves for re-appointment as they are eligible for re-appointment. They are proposed to be reappointedfrom the conclusion of this Annual General Meeting till the conclusion of the AnnualGeneral Meeting of the Company for the Financial year 2018-2019.

The Company has obtained a Certificate from the Auditors under Rule 4 (1) of TheCompanies (Audit and Auditors) Rules 2014. They have also issued a Certificate to theeffect that they satisfy the criteria provided in Section 141 of the Companies Act2013.The Auditors have vide their letter dated August 31st 2015 also confirmed that theyhave subjected themselves to the peer review process of Institute of Chartered Accountantsof India(ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors’ Report being self-explanatory require no comments from theDirectors. Further there are no reservations qualifications or adverse remarks in theAudit Report given by them in respect of the Financial Year 2014-15.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Kapil Chaand (ACS 36673) a Company Secretary in practice having CP no. 13654 wasappointed as Secretarial Auditor of the Company forthe financial year 2014-15 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications or observations or other remarks ofthe Secretarial Auditorsin the Report issued by them for thefinancial year 2014-15 which call for any explanationfrom theBoard of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Rule 6 of Companies (Accounts) Rules 2014 nothing contained in the saidrule shall subject to any other law or regulation apply for the financial yearcommencing from the 1st day of April 2014 and ending on the 31* March 2015 in case of acompany which does not have a subsidiary or subsidiaries but has one or more associatecompanies or joint ventures or both for the consolidation of financial statement inrespect of associate companies or joint ventures or both as the case may be. As theCompany does not have any Subsidiary the accounts have not been consolidated for the FY2014-15.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act 2013 theterm Internal FinancialControl (IFC) means the policies andprocedures adopted by the company for ensuring theorderlyand efficient conduct of its business including adherenceto company’spolicies the safeguarding of its assets theprevention and detection of frauds anderrors the accuracyand completeness of the accounting records and the timelypreparationof reliable financial information.

The Company has a well placed proper and adequateinternal financial control systemcommensurate with the size scale and complexity of its operations. The scope andauthority of the internal Audit function is well defined in the Organization. The internalfinancial control system ensures that all assetsare safeguarded and protected and that thetransactionsare authorised recorded and reported correctly. TheCompany’s internalfinancial control system also comprisesdue compliances with Company's policies andStandardOperating Procedures (SOPs) and audit and compliance byin-house Internal AuditDivision supplemented by Concurrent and Statutory Audit. The Internal Auditorsindependentlyevaluate the adequacy of internal controls and concurrentlyaudit the majorityof the transactions in value terms.Independence of the audit and compliance is ensured byregular supervision of the Audit Committee over Internal Audit. Significant auditobservations and corrective actions suggested are presented to the Audit Committee of theBoard.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment andminimization procedureswhich are reviewed by the Boardperiodically. During the year as per the requirements ofListingAgreement with the Stock Exchanges a Risk ManagementCommittee was constituted bythe Board of Directors with responsibility of preparation of Risk ManagementPolicyreviewing and monitoring the same on regular basis toidentify and review critical riskson regular basis to update the Risk management on quarterly basis to report key changesin criticalrisks to the Board on an ongoing basis to report critical risksto AuditCommittee in detail on yearly basis and such otherfunctions as may be prescribed by theBoard.The Committee holds quarterly meetings to review the criticalrisks identified. Therisks faced by the Company and theirminimization procedures are assessed categoricallyunder thebroad heads of High Medium and Low risks. Further the Company identifies risksand control systems areinstituted to ensure that the risks in each business processaremitigated. The Board provides oversightand reviews the Risk Management Policy on aregular basis.In the opinion of the Board there has been no identificationof elements ofrisk that may threaten the existence of theCompany.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no subsidiaries or Associates as defined in the Companies Act 2013.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2014-15 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or materialorders passed by any RegulatoryAuthority Court or Tribunalwhich shall impact the going concern status andCompany'soperations in future

CODE OF CONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntarycode of conduct for affirmative action.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Clause 49 of listing agreement with the stock exchange an audit committee hasbeen duly constituted. The Audit Committee as on March 312015 comprises of the followingIndependent Directors:

Sh. R K Batra Independent Director Chairman
Sh. D N Chaturvedi Independent Director Member
Smt. Maniza Khan Independent Director Member

Details of the Audit Committee have been separately given in the corporate governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

NOMINATION & REMUNERATION COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions ofCompanies Act 2013 the details pertaining to Nomination & Remuneration Committee.The Nomination & Remuneration Committee as on March 312015 comprises of thefollowingDirectors:

Sh. Ranjan Kapoor Independent Director Member
Sh. R K Batra Whole Time Director Chairman
Smt.Maniza Khan Independent Director Member

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

CORPORATE SOCIAL RESPONSIBILITY (CSR)COMMITTEE

In terms of Section 135 of the Companies Act 2013 the Company doesn’t fall underthe requirements of CSR. So there was no CSR Committee.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

a) In the above financials the effect of the scheme of arrangement for internalreorganisation of the Company and amalgamation of M/s. KVR Rail Infra Projects Pvt. Ltd.with the company has been considered as the scheme of arrangement has been approved bythe Hon'ble High Court of Hyderabad (for the state of Telangana and Andhra Pradesh) videorder dated 30th October 2014. The said order has been filed with the office of theRegistrar of Companies Andhra Pradesh and Telangana on 10th January 2015 being theeffective date for the scheme of arrangement which shall be operative from the AppointedDate i.e. 1st April 2012. In accordance with the said scheme of arrangement the ShareCapital of the Company has been reduced by 75% and all the assets and liabilities of M/s.KVR Rail Infra Projects Pvt. Ltd. the transferor company has been taken over at itsexisting book value.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2015 in the prescribed Form No. MGT-9pursuant to Section 92(3) ofthe Companies Act 2013 and Rule 12 (1) of theCompanies(Management and Administration) Rules 2014 is attachedherewith as Annexure D-8and forms part of this Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2014-15 are attached as Annexure D-9 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm’slength basis. Hence provisions of Section 18 (1) are not applicable. However as thesetransactions were in the ordinary course of business and on an arm’s length basis inthe opinion of the Board these transactions are justified to be executed.

During the year the Company had not entered into any contract or arrangement withrelated parties which could beconsidered ‘material’ according to the policy ofthe Company on Materiality of Related Party Transactions. Your attention is drawn to theRelated Party disclosures set out in Note no. 32 of the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism in terms of Section 177 (10) of theCompanies Act 2013 and also in terms of Clause 49 of the Listing Agreement. The detailsof the Vigil Mechanism is given in the Corporate Governance Section which is annexedherewith. The Vigil Mechanism cum Whistle Blower Policy is also available on theCompany’s website www.paulmerchants.net

DIRECTORS’ RESPONSIBILITY STATEMENT:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial andthe Directors wish to express their appreciation for the cooperation and dedication of theemployees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING AGREEMENT

The equity shares of the company are listed at BSE with the sole intent of providingliquidity to the existing Shareholders

The company has already paid listing fees for the year 2015-2016 to the Bombay StockExchange. DEMATERIALIZATION OF SHARES

As mentioned in Company’s earlier Annual Reports the Company’s equity sharesare in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitatedthrough arrangement with NSDL and CdSl. M/s Beetal Computer & Financial ServicesPrivate Limited is acting as the Registrar and Share Transfer Agents for this purpose andacts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 3009- 2014)with the Ministry of Corporate Affairs.

FINANCIAL STATEMENTS

Full version of the Annual Report 2014-15 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto including Consolidated FinancialStatements prepared as per the requirements of Schedule III to theCompanies Act 2013Directors’ Report (including Management Discussion and Analysis Corporate GovernanceReport and Business Responsibility Report) are being sent via email to all shareholderswho have provided their email address(es). To others the Full version of the AnnualReport is being sent by post. Full version of Annual Report 2014-15 is also availableforinspection at the registered office of the Company duringworking hours upto the date ofensuing Annual General Meeting (AGM). It is also available at the Company'swebsitewww.axisrailindia.com. Please note that you will be entitled to be furnished freeofcost the full Annual Report 2014-15 upon receipt of writtenrequest from you as amember of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-15:

No. of Complaints received : Nil
No. of Complaints disposed off : Nil

ACKNOWLEDGEMENT:-

The Directors sincerely acknowledge the trust and confidence that has been placed bythe employees shareholders and investors in the Company. The Directors are thabkful toall the employees and the officers of the Company for their dedication support andco-operation.

For & On Behalf of the Board For & On Behalf of the Board
SD/- SD/-
(RANJAN KAPOOR)
WHOLE TIME DIRECTOR DIRECTOR
(DIN 00479483)
PLACE: SECUNDERABAD
Date: September 032015

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