To the Members
Your Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2018.
1. FINANCIAL SUMMARY
|Particulars ||As at the end of current reporting period ||As at the end of previous reporting period |
|Total Revenue ||201235785 ||333911986 |
|Total Expenses ||226288888 ||329115116 |
|Profit or Loss before Exceptional and Extraordinary items and Tax ||(25053103) ||4796870 |
|Less: Exceptional Items ||31219704 ||-- |
|Less: Extraordinary Items ||-- ||-- |
|Profit or Loss before Tax ||6166601 ||4796870 |
|Less: Current Tax ||537626 ||985167 |
|MAT Credit ||(537626) ||(985167) |
|Deferred Tax ||5881342 ||1576091 |
|Previous Year Taxes ||-- ||22159 |
|Profit or Loss After Tax ||285259 ||3198620 |
|Loss on Discontinuing Operation ||3855556 ||-- |
|Profit/(Loss) for the year ||(3570297) ||3198620 |
|Add: Balance as per last Balance Sheet ||16985150 ||13786530 |
|Balance Transferred to Balance Sheet ||13414853 ||16985150 |
2. COMPANY'S OPERATIONAL PERFORMANCE
Total income of the Company for the financial year 2017-2018 comprises of Net Saleswork contract receipt and other income amounts to Rs.2012.39 Lac which is decrease of60.27% over last year's figure.
Profit before Tax
Profit before tax for the year under review is Rs 61.67 Lacs an increase of 1.29 %over the last year's figure.
Profit after Tax
Profit after tax for the year under review is profit of Rs.2.85 Lacs an decrease of8.92.% over the last year's figure.
Earnings per Share
Earnings per share for the year under review are Rs (0.53) as compared to Rs 0.47 forthe last year.
Net worth of the Company for the financial year 2017-18 is Rs.1622.75 Lac as against Rs1266.68 Lac of the last year.
Your Directors do not recommend any dividend for the year because of requirement offunds for future expansion. No Dividend was declared for the current financial year.
4. Transfer to General Reserve
No amount was transferred to reserves during the financial year ended 31stMarch 2018.
5. Corporate Governance
A Report on the compliance of Corporate Governance Code along with certificate fromSecretarial Auditor thereon as stipulated under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisReport.
6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
7. Review of Business Operations and Future Prospects
Your Directors are optimistic about company's business and hopeful of betterperformance with increased revenue in next year. There was no change in the nature ofbusiness of company.
During the last Financial Year your Company had invested huge amount to procureautomatic machines and lot of Jigs Fixtures & Dies for development of extra largefabricated items such as Bogie Frame Assembly Side Wall Assembly Roof Assembly CompleteUnder frame Assembly etc. of different Diesel & Electric Locomotives and Coaches. Yourcompany had assured to develop all the pending products by the end of the year 2018-2019and we have great pleasure to inform you that sincere efforts of management and workers weachive the target of 80 bogies manufacture per month till date and following productssucessfully developed till date -
1. Bogie Frame for LHB Coaches
2. Bogie Bolster for LHB Coaches
3. Bogie Bolster for LHB Air spring Coaches
4. Air Jig Machine for Allminerals Asia Pvt Ltd
5. Front part for Railway Coaches
Currently company got development order of front Part Roof assembly Under frame forLHB Coaches. Company has started business with Railways Coach manufacturing division i.e.Modern Coach Factory Rail Coach Factory and Integeral Coach factory to manufacture extralarge fabrication items of LHB Coaches to maintain its current dominance in the domesticmarket and to meet the future challenges your Company is working on a long term strategicplan which will steer the Company towards a target of manufacture all the prodcut of LHBCoches for Indian Railways thereby meeting the strategic objectives of achievingleadership in market.
8. Opportunities & Threats
There is a huge demand for machined castings and fabricated items in Domestic as wellas International Market. However threats from small firms as well as Wagon manufacturersare still continuing. As their prices are very low developed and established firms arenot able to match their prices. In line with the aspirations of ongoing growth in thefiscal year 2017-18 company is integrating its resources and investing in newtechnologies to achieve greater performance and long term growth. Now Company gotelectrical power from DVC and to re-start its Foundry Division by end of this FinancialYear. Once Steel Foundry Division gets started your company is bound to take a quantumjump from its existing position.
9. Material Changes and Commitment If any Affecting the Financial Position of TheCompany Occurred Between The End of The Financial Year To Which This Financial StatementsRelate And The Date of The Report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
10. Conservation of Energy Technology Absorption Foreign Exchange Earnings And outgo
The provisions of Section 134(m) of the Companies Act 2013 do not apply to our Companyas far as Conservation of Energy or Technology Absorption are concerned.
Foreign Exchange Outgo:
|Nature of Expense ||2017-18 ||2016-17 |
|Purchase of Stores & Spares ||Nil ||1128675.00 |
11. Statement Concerning Development And Implementation of Risk Management Policy ofThe Company
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
12. Details of Policy Developed and Implemented by The Company on Its Corporate SocialResponsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable
13. Particulars of Loans Guarantees or Investments Made Under Section 186 of TheCompanies Act 2013
Details of loans guarantee and investment covered under the provisions of 186 of theCompanies Act 2013 are given in the notes to Finanacial Statements.
14. Particulars of Contracts or Arrangements Made With Related Parties
All related party transactions that were entered into during the financial year ended31st March 2018 were on an arm's length basis and were in the ordinary course of businessand that the provisions of section 188 of Companies Act2013 and rules made thereunder arenot attracted. However disclosure in Annexure I in form AOC-2 is enclosed. Further thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All RPTs are placed before the Audit Committee for approval. Prior omnibus approval ofAudit Committee is obtained on a yearly basis for the transactions which are of a foreseenand repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval.None ofthe Directors has any pecuniary relationships or transactions vis--vis the Company.
15. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports
There are no qualifications reservations or adverse remarks made by the Auditors intheir report.
16. Company's Policy Relating To Directors Appointment Payment of Remuneration AndDischarge of Their Duties
Your Company was in compliance of composition of Nomination and Remuneration Committee.
17. Particulars of Employees
There is no employee in the Company drawing monthly remuneration of Rs.500000/- permonth or Rs.6000000/- per annum. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
18. Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.
19. Number of Board Meetings Conducted During The Year Under Review
The Company has conducted 15 (fifteen) Board Meetings during the financial year underreview. The intervening gap between any two meetings was within the period prescribe byCompanies Act 2013
20. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the directors have 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 have 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 have prepared the annual accounts on a going concern basis;
e) the Company being unlisted sub clause (e) of section 134(3) of the Companies Act2013 pertaining to laying down internal financial controls is not applicable to theCompany; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
21. Subsidiaries Joint Ventures And Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.
The Company has neither accepted nor renewed any deposits during the year under review.
23. Directors And Key Managerial Personnel
The Board consisit of optimum number of Executive and Non- Executive Director includingIndependent director who have vide and varied experience in the field of businessfinance. Education Persuant to provision of Section 152(6)(d) of Companies Act 2013Mrs. Nikeeta Agarwalla and Mr.Sanjeev Choudhary retires by rotation and being eligibleoffers himself for reappointment.
24. Declaration of Independent Directors
Company received declaration from each independent directors under the provisions ofSection 149(7) of Company Act 2013 that he/she meets
25. Adequacy of Internal Financial Controls With Reference To Financial Statements
The company has adequate Internal Control System commensurate with the size and natureof the business. The system has been designed to ensure that all assets are acquiredeconomically used efficiently and protected against loss destruction or unauthorizeduse. All resources are used efficiently and effectively. Accounting Financial and otheroperational information are accurate reliable and provided timely and all applicable lawsand internal policies are complied with true spirit.
26. Statutory Auditor
M/s Tulsyan N K & Company Chartered Accountants were appointed as StatutoryAuditors of the Company for a period of 5 years in the Annual General Meeting held in theyear 2018 and are eligible for reappointment subject to ratification of members atensuing Annual General Meeting of the company.
27. Secretarial Auditor
During the year the Company has appointed Mr.Nisha Saraf Practicing Company Secretaryas Secretarial Auditor of the Company. The Secretarial Audit Report for the Financial year2018-19 is annexed hererwith to this report The Secretarial Audit Report does not containany reservation qualification or adverse comment.
28. Disclosure of Composition of Audit Committee And Providing Vigil Mechanism
The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 regarding the Audit Committeeand Vigil Mechanism are formed and works as per the porision of act.
29. Auditors' Report And Secretarial Auditors' Report
The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.
30. Audit committee
The composition and terms of reference of the Audit Committee are in accordance withthe requirements mandated under section 177 of the Companies Act 2013 read with the rulesmade thereunder and Regulation 18 of SEBI (LODR) Regulations 2015 has been furnished inthe Corporate Governance report forming a part of this Annual report.
31. Nomination And Remuneration Committee
The composition and terms of reference of the Audit Committee are in accordance withthe requirements mandated under section 178(1) of the Companies Act 2013 read with therules made thereunder and Regulation 19 of SEBI (LODR) Regulations 2015 has beenfurnished in the Corporate Governance report forming a part of this Annual report.
32. Stakeholder Relationship Committee
The composition and terms of reference of the Audit Committee are in accordance withthe requirements mandated under section 178(5) of the Companies Act 2013 read with therules made thereunder and Regulation 20 of SEBI (LODR) Regulations 2015 has beenfurnished in the Corporate Governance report forming a part of this Annual report.
33. Details Of Significant And Material Orders Passed By The Regulators Courts AndTribunals
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
34. Listing Agreement
The Securities and Exchange Board of India(SEBI) on September 02 2015 issuedSEBI(Listing Obligationand Disclosure Requirements 2015 with the aim to consolidate andstreamline the provisions of Listing Agreements
35. Listing With Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE and CSE where the Company's Shares are listed.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|Ashok Khaitan ||Suyash Khaitan |
|Managing Director ||Director |
|DIN: 00293871 ||DIN: 03349969 |
|Place: Kolkata || |
|Date: || |