a) Industry Outlook: Wagons industry is beset by irregular and decremental Wagonsprocurement orders by Indian Railways. Notwithstanding the Government of India's budgetannouncement and requirement of wagons by the Indian Railways uncertainty and delaycontinue even as the Wagons industry struggles for survival.
b) Opportunities: Rail is expected to be the preferred mode of movement of cargo beingan effective and more economical mode of carrying goods across the country. TheGovernment's plans to expand the railway networkand the project of dedicated freightcorridors if implemented in right earnest Wagon industry offers substantial opportunitywhich can be seized particularly by the established units to fullest extent.
c) Challenges: Uncertainty in timely placement of wagons procurement orders by IndianRailways and availability of funds coupled with the stressed margins due to unhealthycompetition in the industry besides rising cost of inputs are major challenges for WagonIndustryin India. Thedependenceon one customer
i.e. Indian Railways is a serious concern in as much as any change in the Governmentpolicy stands to directly impact the industry.
d) Segment Review and Analysis:
| ||Unit ||March 31 2017 ||March 31 2016 ||%Change |
|Production of Wagons ||No. ||792 ||420 ||88.57% |
|Sales ||No. ||730 ||466 ||56.65% |
|Average Realisation ||Rs. Lacs/No. ||14.76 ||13.32 ||10.81 |
Review of operations: Performance of the Wagons segment has although improved ascompared to the previous financial year significant finance cost incurred during the yearunder review impacted the profitability.
e) In line with the conditions prevailing in the Wagons industry the outlook forcurrent fiscal is cautiously optimistic.
Material Changes and commitments after the Balance Sheet date
No material changes and commitments have occurred from the date of close of theFinancial Year to which the financial statement relates till the date of this reportwhich might affect the financial position of the Company.
In view of the loss sustained the Directors do not recommend any dividend for the yearunder review.
Your Directors do not propose to transfer any amount to the General Reserve of theCompany.
Internal Financial Controls
Appropriate policies and procedures have been adopted by the Board to ensure effectivefinancial controls risk assessment and mitigation measures accuracy and completeness ofthe accounting records the prevention and detection of frauds and errors and orderly andefficient conduct ofthe Company's business.
The internal financial controls (IFC) have been documented and adequacy of IFC has beenevaluated by an external firm of experts and certified by the Statutory Auditors. Based onthe aforesaid the Board has concluded that during the year under review IFC wereoperating effectively.
Risk Management Risks and Concerns
A Risk Management Policy to identify and assess the key risk areas monitor mitigationmeasures and report compliance has been adopted. Based on a review major elements ofrisks have been identified and are being monitored for effective and timely mitigation.Risk management is an integral part of the Company's risk management policy adopted by theBoard with periodic review by the Audit Committee and the Board. Prudence and conservativedealing with risks is at the core of risk management strategy being followed by theCompany. The risks both internal and external to which the Company is exposed to includemacro-economic regulatory strategic financial operational value chain humanresources etc. and each of them is taken into consideration for development andmaintaining a robust mechanism for mitigation which is evolving with time and developmentswithin which the Company operates.
There is no subsidiary ofyour Company.
Extract ofAnnual Return
The details forming part of the extract of the annual return in the Form MGT-9 areannexed and marked as Annexure DR-1.
Number of Board Meetings
The Board of Directors met eight (8) times during the financial year ended 31st March2017 as per the details provided in the Corporate Governance Report forming part oftheAnnual Report.
Loans Guarantees and Investments
Particulars of loans guarantees and investments made by the Company pursuant to theSection 186 of the Companies Act 2013 are furnished under notes to financial statements.
Significant and material orders
There were no material/significant orders passed by any regulator/ tribunal tribunalimpacting the going concern status and the Company's operations in future.
Composition ofAudit Committee
The Board has constituted the Audit Committee comprising ShriJK Shukla as the ChairmanShri Anil Kumar Agarwal Shri KSB Sanyal and Shri Nandan Bhattacharya as the members andthe details are provided in the Corporate Governance Report annexed.
Related Party Transactions
All Related Party Transactions (RPTs) are entered into in compliance with theapplicableprovisions ofthe Companies Act 2013 and also in accordance with the policy on the subjectadopted by the Board. Audit Committee reviews and approves all the RPTs as stipulated bythe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 ('LODR')and based thereon final approval ofthe Board is obtained. RPTs as approved by the Boardduring the financial year ended 2017 are furnished in the Form AOC 2 annexed hereto andmarked as Annexure DR-2.
Corporate Governance Report
The Company has complied with the corporate governance requirements under the Act andLODR. A separate section on corporate governance under LODR along with a certificate froma company secretary in practice confirming the compliance is annexed to and forms partofthe Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is annexed to and forms part oftheAnnualReport in compliance ofthe Regulation 34 of LODR.
Internal Control System
The Company has system of internal controls and necessary checks and balances which arebeing strengthened so as to ensure
a. that its assets are safeguarded
b. that transactions are authorised recorded and reported properly; and
c. that the accounting records are properly maintained and its financial statements arereliable.
The Company has appointed external firm of Chartered Accountants to conduct internalaudit whose periodic reports are reviewed by the Audit Committee and management forbringing about desired improvement wherever necessary.
A fraud free and corruption free environment as part of work culture ofthe Companycannot be over emphasized and with that objective a Vigil Mechanism policy has beenadopted by the Board and is uploaded on the web site ofthe Company at www.cimmco.in . No complaint of this nature was received bythe Audit Committee during the year.
Internal Complaints Committee
As per the requirement of Section 4 ofThe Sexual Harassment of Women At Workplace(Prevention Prohibition and Redressal) Act 2013 an Internal Complaints Committee hasbeen formed by the Company the details of which are given in the Corporate GovernanceReport. No complaint has been lodged with the Committee during the year.
Directors and Key Mangerial Personnel Retirement by rotation
Shri R N Tiwari Director (Works) retires by rotation pursuant to the provisions ofSection 152 ofthe Act and is eligible for re-appointment.
The term of Shri R N Tiwari as Director (Works) ended on 25th February 2017. Pursuantto the decision of Nomination & Remuneration Committee the Board at its meeting heldon December 14 2016 has subject to approval ofthe shareholders reappointed him for twoyears w.e.f. 25th February 2017.
Shri Anil Kumar Agarwal has been designated as Wholetime director ofthe Company w.e.f.01/01/2017 by the Board at its meeting held on 14.12.2016 pursuant to the recommendationof the Audit Committee and Nomination & Remuneration Committee subject to theapproval of the shareholders.
The information prescribed by LODR in respect ofthe above said Directors is given inthe NoticeofAnnual General Meeting.
During the year under review there was no change in the Key Managerial PersonneloftheCompany.
Evaluation of the Board's performance. Committee and Individual Directors
In compliance with the Act and LODR the performance evaluation of the BoardCommittees and Individual Directors was carried out during the year under review as perthe details given in Corporate Governance Report.
Declaration by Independent Directors
Declarations pursuant to the Sections 164 and 149(6) of the Act and LODR andaffirmation of compliance with the Code of Conduct as well as the Code for Regulation ofInsider Trading adopted by the Board by all the Independent Directors ofthe Company havebeen made.
Remuneration Policyand remuneration
A policy approved by the Nomination and Remuneration Committee and the Board isfollowed by the Company on remuneration of Directors and Senior Management Employees asper the details provided in the Corporate Governance Report.
Particulars of Remuneration of Directors/KMP/Employees
Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (the Rules) is annexed and marked as Annexure DR-3. Theinformation pursuant to Rules 5(2) and 5(3) ofthe Rules not annexed to this Report isreadily available for inspection by the members at the Company's Registered Office between10.30 A.M. to 1 P.M.on all working days upto the date of ensuing AGM. Should any member beinterested in obtaining a copy including through email (firstname.lastname@example.org ) may write to the Company Secretary at theRegistered office ofthe Company.
Directors' Responsibility Statement The Directors state that:
Appropriate Accounting Standards as are applicable to the Annual Statement ofAccounts for the financial year ended March 312017had been followed in preparationofthesaid accounts and there were no material departures therefrom requiring anyexplanation;
The directors had selected and followed the accounting policies as described inthe Notes on Accounts and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view ofthe state of affairs oftheCompany at the end of financial year and ofthe profit oftheCompanyfor that period;
The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of theAct for safeguardingthe assets ofthe Company and for preventing and detecting fraud and other irregularities;
The directors had prepared the Annual Accounts on a going concern basis; and
The directors had laid down internal financial controls (IFC) to be followed bythe Company and that such IFC are adequate and operating effectively.
The directors had devised proper systems to ensure compliance with theprovisions ofall applicable laws and that such systems were adequate and operatingeffectively.
S R Batliboi & Co. LLP Chartered Accountants Auditors of the Company haveexpressed their unwillingness to continue as the Statutory Auditors of the Company.
Pursuant to recommendation of the Audit Committee the Board places before the membersthe appointment of Price Waterhouse & Co. Chartered Accountants. LLP as the StatutoryAuditors of the Company to hold office for a period of 5 years from the conclusion of theensuing AGM till the conclusion of the 77th AGM and recommends the same for theirapproval.
As regards the qualified opinion expressed by the Statutory Auditors the Note No. 5and emphasis of matter - the Note No. 6 in the relevant notes on the financial statements(the Notes) are self-explanatory requiring no further specific response from the Directorsat this stage. The Company is persistently making efforts to recover the entire amountreceivable and address the issue in due course.
M.R. Vyas & Associates. Cost Accountants have been appointed as Cost Auditors toconduct cost audit ofthe accounts maintained by the Company in respect of the productsmanufactured by the Company for the Financial Year 2017-18 subject to ratification oftheir remuneration by the shareholders in accordance with the provisions of Section 148 ofthe Companies Act 2013 and the Companies (Cost Records and Audit) Rules 2014. The CostAudit Report for the previous financial year ended 31st March 2016 has been filed asstipulated by the applicable provisions of law.
Secretarial Audit has been conducted by Sumantra Sinha & Associates PracticingCompany Secretaries appointed by the Board and their report is annexed hereto and markedas Annexure DR-4.
The Company did not accept any deposits during the financial year ended March 312017.
The Company considers its organizational structure to be evolving consistently overtime while continuing with its efforts to follow good HR practices. Adequate efforts ofthe staff and management personnel are directed on imparting continuous training toimprove the management practices.
B. Industrial Relations
Industrial relations at all sites ofthe Company remained cordial.
C. No. of Employees: Manpower employed as at March 31 2017 was 108.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
A statement pursuant to Section 134(3) (m) of the Act read with Rule 8 ofthe Companies(Accounts) Rules 2014 on conservation of energy technology absorption foreign exchangeearnings and outgo is annexed to and marked as Annexure DR-5.
Listing with Stock Exchanges
The equity shares ofthe Company are listed at The National Stock Exchange of IndiaLimited (NSE) BSE Limited and Listing fees for the financial year ending the 31st March2018 have been duly paid. Whereas the Delhi Stock Exchange Limited (DSE) and the MadhyaPradesh Stock Exchange Limited (MPSE) have been de-recognised the Company has made anapplication for voluntary delisting from The Calcutta Stock Exchange Limited (CSE) whichis under process.
Discussion on Financial Performance with respect to Operational Performance
To mitigate the risk factors referred to hereinabove impacting the operations bettermanufacturing processes improved productivityand focus on optimization of resourcedeployment are undertaken for a reasonable performance viewed in the backdrop ofthetrends witnessed in the industries in which the Company operates.
Your Company continues its endeavours to contribute suitably to the society by beinginvolved in a series of Community Welfare Programs directly or through philanthropicorganizations. Bharatpur plant is located close to the Bharatpur Bird Sanctuary amidstvast green area and all care is taken to preserve the environment to allow the nature'sexpanse to remain green and grow healthily.
Forward Looking Statement
The statements in this report describing the Company's policy strategy projectionsestimation and expectations may appear forward looking statements within the meaning ofapplicable securities laws or regulations.These statements are based on certainassumptions and expectations of future events and the actual results could materiallydiffer from those expressly mentioned in this Report or implied for various factorsincluding those mentioned in the paragraph "Risks and Concerns" herein above andsubsequent developments information or events.
Your Directors wish to place on record their appreciation for the cooperation andsupport ofthe Banks and Governments of Rajasthan Madhya Pradesh and Delhi localadministration (West Bengal)/other Government Departments; for contribution of theemployees ofthe Company and all other stakeholders.
| ||On behalfofthe Board |
|Kolkata ||J. P. Chowdhary |
|May 18 2017 ||Executive Chairman |
FORM NO. AOC-2
[Pursuant to clause (h) ofsub-section (3) of Section 134 of the Act andRule 8(2) of theCompanies (Accounts) Rules 2014] Formfordisclosureofparticularsofcontracts/arrangementsentered into bytheCompanywith related parties referred to in sub-section (l)ofSection188oftheCompaniesAct 2013including certain arms length transactions underthird provisothereto.
DetailsofMaterial Contract Arrangementor Transaction atArm s Length Basisfortheyearended March 312017
|Name (s) of the related party and nature of relationship ||Nature of contracts/ |
|Duration of the contracts/ arrangements/ transactions ||Salient terms of the contracts or arrangements or transactions including thevalue ifany ||Date (s) of approval by the Board ifany: ||Amount paid as advances ifany: |
| || |
Titagarh Wagons Limited (Holding Company)
Continuing Contract for sale/purchase of goods/materials and/or provision of services related thereto in the ordinary course of business with a ceiling of supply value of Rs. 60 crore perfinancial year
3 Financial years w.e.f. 24th May 2014to 23rd May 2017
Upto Rs. 60 crores in a financial year
on the following terms and
a) Delivery terms: Ex-works of supplier
b) Freight charges: To be paid by purchaser
c) Packing and Loading charges: To be paid by supplier
e) Amount payable will include all applicable taxes.
f) Other terms and conditions as may be mutually agreed by TWL and Cimmco
g) The terms and conditions stated above are standard in nature and subject to mutually agreed modifications in accordance with purchase order/requisition.
| ||On behalf of the Board |
|Place: Kolkata ||J. P. Chowdhary |
|Date: May 182017 ||Executive Chairman |
Details under Section 197(12) of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel)Rules 2014
|Rule ||Particulars || |
|(i) ||The Ratio ofthe remuneration ofeach Director to the median remuneration of the employees ofthe Company for thefinancial year ||a Shri J P Chowdhary Executive Chairman N.A.* |
|b ShriUmeshChowdhary ViceChairman N.A.* |
|c Shri R N Tiwari Director (Works) 11.19 |
|(ii) ||The percentage increase in remuneration ofeach Director Chief Financial Officer Chief Executive Officer Company Secretary in thefinancial year. ||a Shri J P Chowdhary Executive Chairman N.A. |
|b ShriUmeshChowdhary ViceChairman N.A. |
|c Shri R N Tiwari Director (Works) 33% |
|d Shri Lokesh Agarwal Nil |
|e Shri Dipankar Ganguly Company Secretary 10% |
|(iii) ||The percentage increase in the median remuneration of employees in thefinancial year ||35.47% |
|(iv) ||The numberof permanentemployees on the rolls of the Company ||108 |
|(V) ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration andjustification thereofand point out if there are any exceptional circumstances for increase in the managerial remuneration ||The average percentile increase in the salaries of employees other than managerial personnel in the lastfinancial year is 20.41% |
The average percentile increase in the managerial remuneration is
There has not been any exceptional circumstances for increase in managerial remuneration.
|(vi) ||It is hereby affirmed that the remuneration is as per the Remuneration Policy oftheCompany |
* Shri J P Chowdhary and Shri Umesh Chowdhary do not draw any remuneration from theCompany
| ||On behalfofthe Board |
|Place: Kolkata ||J.P.Chowdhary |
|Date: May 182017 ||Executive Chairman |
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March 2017
[Pursuant to Section 204(1)ofthe Companies Act 2013and Rule No. 9 ofthe Companies(Appointment and Remuneration Personnel) Rules 2014] To
756 Anandapur E. M. Bypass
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cimmco Limited having itsRegistered Office at 756 Anandapur E. M. Bypass Kolkata-700107 (hereinafter called theCompany). Secretarial Audit was conducted in a manner that provided us a reasonable basisfor evaluating the corporate conduct/statutory compliances and expressing my opinionthereon. Based on my verification of the books papers minute books forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended 31.03.2017 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.
Maintenance ofSecretarial Records is the responsibility ofthe managementofthe Company.My responsibility is to express an opinion on existence of adequate Board process andcompliance management system commensurate with the size ofthe Company based on thesesecretarial records as shown to me during the said audit and also based on the informationfurnished to me by the officers'and the agents ofthe Company during the said audit.
I have followed the audit practices and processes as were appropriate to the best of myunderstanding to obtain reasonable assurance about the correctness ofthe contents ofthesecretarial records. The verification was done on test basis to ensure that correct factsare reflected in secretarial records. I believe that the processes and practices followedprovide a reasonable basis for my opinion.
I have not verified the correctness appropriateness and bases of financial recordsbooks of accounts and decisions taken by the Board and by various committees of theCompany during the period under scrutiny. I have checked the Board process and compliancemanagement system to understand and to form an opinion as to whether there is an adequatesystem of seeking approval of respective committees ofthe Board ofthe Board ofthemembers ofthe Company and ofother authorities as per the provisions ofvarious statues asmentioned hereinafter.
Wherever required I have obtained the management representation about the complianceof the laws rules and regulations and happening of events etc.
The Compliance of the provisions ofCorporate and other applicable laws rulesregulations and standards is the responsibility of the management. My examination waslimited to theverification ofcompliance procedures on test basis.
My report is neither an assurance as to the future viability ofthe Company nor of theefficacy or effectiveness or accuracy with which the management has conducted the affairsof the Company.
I report that I have examined the books papers minute books forms and returns filedand other records maintained by the Company for the financial year ended 31.03.2017according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) Secretarial Standards (SS - 1and SS-2) as issued by The Institute ofCompanySecretaries ofIndia and which became effectivefrom 01.07.2015.
(iii) Listing Agreement(s) with the Stock Exchange(s).
(iv) The Securities Contracts (Regulation) Act 1956 and the rules made there under;
(v) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(vi) Foreign Exchange Management Act 1999 and the rules and regulation made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(vii) Thefollowing Regulations and Guidelines prescribed under the Securities andExchange Board ofIndia Act 1992 :
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulation 2011;
(b) The Securities and Exchange Board ofIndia (Prohibition of Insider Trading)Regulations 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
During the period under review provisions ofthe followingregulations/guidelines/standards were not applicable to the Company:
(i) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations1998;
(ii) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999
(iii) The Securities and Exchange Board ofIndia (Issue and Listing of Debt Securities)Regulations 2008
(iv) The Securities and Exchange Board of India (Delisting ofEquity Shares)Regulations 2009.
There are no laws specifically applicableto the Company the books papers minutebooksforms and returns ofwhich were required to be examined
by me for this report.
During the period under review based on my examination and verification the Companyhas complied with the provisions of the Act Rules Regulations
Guidelines Standards etc. mentioned above.
I further report that:
(a) The status ofthe Company during thefinancial year has been that ofa Listed PublicCompany;
(b) The Board ofDirectors ofthe Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place if any during the period underreview were carried out in compliance with the provisions of the Act.
(c) As informed to us adequate notice is given to all Directors to schedule the BoardMeetings agenda and detailed notes on agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarifications onthe agenda items before the meeting and for meaningful participation at the meeting.
(d) Majoritydecision is carried through whilethedissenting members'views ifany arecaptured and recorded as partofthe minutes.
(e) There are adequate systems and processes in the company commensurate with the sizeand operations ofthe company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
(f) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the code ofBusiness Conduct & Ethics for Directors and Management Personnel.
(g) The Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements shareholdings and directorship in other companiesand interests in other entities.
| ||(CS Sumantra Sinha) |
|Place: Kolkata ||Practicing Company Secretary |
|Dated : 18th May 2017 ||ACS-11247 / CP-15245 |
Particulars required underSection 134(3)(m) readwith Rule8oftheCompaniesAct2013.
A. CONSERVATION OF ENERGY
i) Steps taken or impact on conservation of energy:
1. Installation of power savercompressorunits replacing old and inefficientcompressors.
2. Use of transparent sheets in sheds to utilize sunlight for illumination and thusreducing electrical energy inputfor illumination.
3. Welding machines with power savers installed to save power.
Additional investments and proposals if any being implemented for reduction ofconsumption of energy:
1. Replacement of rewound and inefficient drives.
2. Usage of LED/Energy Efficient lighting system for shop floor illumination.
3. Energy saving units (like timer) being installed in lighting circuit to reduceconsumption.
ii) Steps taken by the Company for utilizing alternate sources of energy:
The measures taken as above have been implemented on need based approach and aremonitored for improvementwherever necessary.
iii) Capital investment on energy conservation equipments:
No capital investment on energy conservation equipment was required during theyearended 31st March 2017.
B. TECHNOLOGY ABSORPTION
i) Efforts made towards technology absorption
The Company's endeavours to complete in house design for special type of wagons as apart of itsR&D activities continue.
ii) Benefits derived like product improvement cost reduction product development orimport substitution :
The benefits are by way of saving in non -renewable sources of power and energy whichare scarce and expensive in the country thereby lowering the cost of production as well assaving the nonrenewable sources of energy.
Future plan of action :
The Company is focused on value addition in the manufacturing and marketing of wagons.The research and development in other fields would be carried out in due course.
iii) In case of Imported Technology (imported during the last three years reckoned fromthe beginning of the Financial Year):
i) The details ofthe technology imported: N.A.
ii) Yearofimport: N.A.
iii) Whether the technology has been fully absorbed: N.A.
iv) If notfully absorbed areas where this has not taken place reasons thereof: N.A.
|iv) ExpenditureonR&D: ||(Rs. in lacs) |
| ||2016-17 |
|Capital ||Nil |
|Recurring ||Nil |
|Total ||Nil |
|Total R&D expenditure as a || |
|percentage of total turnover ||N.A. |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil
| ||On behalfofthe Board |
|Place: Kolkata ||J.P.Chowdhary |
|Date: May 182017 ||Executive Chairman |