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BCPL Railway Infrastructure Ltd.

BSE: 542057 Sector: Engineering
NSE: N.A. ISIN Code: INE00SW01015
BSE 00:00 | 06 Jul 34.05 0.35






NSE 05:30 | 01 Jan BCPL Railway Infrastructure Ltd
OPEN 33.75
VOLUME 13287
52-Week high 63.40
52-Week low 30.50
P/E 7.69
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.75
CLOSE 33.70
VOLUME 13287
52-Week high 63.40
52-Week low 30.50
P/E 7.69
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BCPL Railway Infrastructure Ltd. (BCPLRAILWAY) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their report and financial statements for theyear ended 31st March 2021.

Financial Results

(In Rs. Lacs)

Particulars 2020-21 2019-20
Profit before Exceptional Items Depreciation Finance cost and Tax 1335.05 1459.6
Less: Depreciation and Amortisation expenses 18.46 15.91
Finance cost 243.01 387.95
Profit Before Tax 1073.58 1055.74
Less: Tax Expense 279.13 293.86
Profit After Tax 794.46 761.88
Add: Other Comprehensive Income (loss) 13.25 31.47
Total Comprehensive income 807.71 793.35
Key Ratios
Earnings per share (Rs) 4.75 4.56
Dividend per share (Rs) 0.70 0.60

Performance Highlights

Performance Highlights of the Company are as follows:

(In Rs Lacs)

Particulars FY 21 FY 20 Change
Turnover 8493.65 12926.31 -34%
Revenue from operations 8290.93 12704.04 -35%
EBIDTA 1132.34 1237.32 -8%
EBIDTA - % 14% 10%
Operating Profit 870.86 833.46 4%
Profit Before Tax 1073.58 1055.74 2%
Profit After Tax 794.46 761.88 4%

Operating Revenue

Revenue from operations during the Q4 of FY 21 recorded a jump of 36% over the year agoperiod but the overall Revenue from operations for the full year FY 21 suffered a setbackof almost 35% because of the pandemic. Your Company's operations were affected due to theunavailability of the work force resulting from nationwide lockdown measures adopted bythe Government of India to contain the Covid 19 pandemic.

Shareholders' Fund

Your Company has been able to keep increasing its members fund despite all challengesfaced during the FY 21 due to the raging Covid 19 pandemic. This has been made possiblebecause of the extreme hard work dedication and sincerity of the Company's work forceand efficient completion of Railway Electrification Projects.

Share Capital

The Authorised Share Capital of your Company as on March 31 2021 stood atRs.180000000 divided into 18000000 equity shares of Rs.10/- each. The Issued ShareCapital of your Company is Rs.167236380 divided into 16723638 equity shares of Rs.10/-each and the subscribed and paid-up capital is Rs.167236380 divided into 16723638equity shares of Rs.10/- each fully paid-up.


Your Company has been able to post significant improvements in its EBIDTA margin whichhas improved by almost 40% during the FY 21 as well as the Q4 of FY 21.

Your Company has been able to achieve extraordinary growth in all the earningparameters during the last three years such as EBIDTA (Earnings Before InterestDepreciation & Tax) Operating profit and PAT (Profit after tax). Despite of thepandemic and adversities the Management of the Company took the adversities in theirstride and made all out efforts for improvement of the Company's operating efficiencies.This has been possible with the overall improvement in the productivity of the Company'swork force and the initiatives taken by the Government of India to infuse liquiditythrough prompt release of payments by the Railways.


The Board of Directors have recommended a final dividend of Rs. 0.70 (7%) per equityshare of Rs.10 each for the financial year ended 31st March 2021 subject toapproval of shareholders. The outflow on account of dividend if approved would be Rs.117.06 lacs.

In terms of the provisions of Section 124 of the Act till date no amount is due fortransfer to the Investor Education and Protection Fund in respect of dividend amountslying unclaimed or unpaid for more than seven years from the date they became due.

Pursuant to the changes introduced by the Finance Act 2020 in the Income-tax Act1961 the dividend paid or distributed by a Company shall be taxable in the hands of theshareholders. Accordingly in compliance with the said provisions your Company shall makethe payment after necessary deduction of tax at source.

Management Discussion & Analysis

Review of Economic Scenario and outlook

The outbreak of the COVID19 pandemic has posed an unprecedented and major challenge tothe political social economic and financial structure of the whole world. The pandemichas had far-reaching consequences beyond the spread of the disease itself and efforts toquarantine it. The spread of the virus has interrupted supply chains and is feared tocause the largest global recession in history with more than a third of the globalpopulation for the time being placed on lockdown. With the entire world grappling with theeffects of COVID19 attack we have also learnt to be vigilant and be aware of self-careand cleanliness at home at work places and at all society gatherings.

FY 21 began on a very sombre note because of the raging Covid 19 pandemic and theresultant nationwide lockdowns during the first quarter of the year 2020-21. During thefirst quarter of 2020-21 India's GDP had shrunk by 24.38 per cent hit mainly by theCovid-19 pandemic.

Economic activity continued to recover after the unlock directions of the Government ofIndia with gradually increasing domestic demand and increase in consumption. Indiaclocked a negative growth of 7.3 per cent for 2020-21 while the fourth quarter of thefiscal showed a meagre rise of 1.6 per cent.

The Government of India announced allocation of funds in the Budget 2021 to boost theinfrastructure of the Indian Railways. Applauding the effort of national transporter -Indian Railways during coronavirus pandemic and lockdown the Finance Minister announcedRs.1.1 lakh crore allocation for Indian Railways in the Union Budget 2021. Of thisRs.1.07 lakh crore would be for capital expenditure as announced by the Finance Minister.As part of the Railway Budget some major announcements were made for increasing passengersafety and strengthening the national rail infrastructure. To improve passenger safety itwas proposed that the high-density rail networks and highly utilized rail routes will beprovided with indigenously developed automatic train protection system that will eliminatetrain collisions due to human error.

Indian Railways prepared a National Rail Plan for India 2030. The plan is to create afuture ready railway system by 2030 bringing down the logistic cost for industry is atthe core of the strategy to enable 'Make In India'. The dedicated freight corridor projectof Indian railways -- one of the biggest infrastructure projects in the country also gota boost as part of the railway budget 2021. The government expects that the westerndedicated freight corridor as well as the eastern dedicated freight corridor will becommissioned by June 2022.

Railway Budget 2021 proposed that the 263.7 km long Sonnagar - Gomoh section of theeastern DFC will be taken up in the public-private partnership (PPP) mode in 2021-22. The274.3 km long Gomoh-Dankuni section will also be taken up in succession according to theFinance Ministry. New dedicated freight corridor projects namely the East Coast corridorfrom Kharagpur to Vijayawada the East-West corridor from Bhusaval to Kharagpur toDankuni and the North-South corridor from Itarsi to Vijayawada. The detailed projectreports for these routes will be undertaken in the first phase.

Along with these the broad gauge route kilometers (RKM) electrified is expected toreach 46000 RKM or 72 per cent by the end of 2021 from 41548 RKM on October 1 2020.Stressing on the passenger convenience and safety Indian Railways will introduceaesthetically designed vista dome LHB coach on tourist routes.

New freight corridors will help the free flow of the goods and commodities across Indiaand will also be good for the objective of the government to increase the farmers' incomeespecially with the current bill in place as they would be able to sell across states andalso decreasing the cost of transportation with new infrastructure.

The budget has focused on bringing safety quality and clean transport to the front byannouncing a slew of initiatives. Alternate models of Mass transit in the form of metrolite and metro neo will appeal to cities with narrower right of ways and with higherurban density. The continued investment focus on Kochi Nagpur Nashik and Chennai metrowill enable completion of various project phases and investment in the Bangalore suburbanrailway network will bring relief to urban transport challenges in the IT and R&D hubof the country. Introduction of two new technologies — metro lite and metro neo wouldprovide metro services at much less cost with same experience convenience in tier II andtier III cities and peripheral areas.

In order to cater to the ever increasing consumption in the Indian Economy because ofthe inclusive nature of growth experienced in the last few years the leadership of theCountry has realised that the transportation sector has to be strengthened keeping in mindthe dependence of the country on imported fossil fuels. Moving towards the 'Atmanirbhar'stance taken by the Government Electrification of Indian Railways has been able toattract top priority from the Government because of its direct and indirect benefits forthe country. As a result this sector has been able to achieve stupendous growth ingetting new routes electrified. Further the Government has also set a target of convertingthe Indian Railways into a 100% electrified service.

The aim of the Government is to make Indian Railways the growth engine of the economy.The emphasis is on continued capacity enhancement through accelerated investments andexecution with a mix of proven international technology as well as indigenously developedsystems with an impetus to 'Make in India'. Facilitating private participation in Railwaysto build a seamless national cold supply chain for perishables inclusive of milk meatand fish the Indian Railways will set up a "Kisan Rail" - through PPParrangements. There shall be refrigerated coaches in Express and Freight trains as well.

The Government also focuses on setting up a large solar power capacity alongside therail tracks on the land owned by the railways; Station re-development projects andoperation of 150 passenger trains would be done through PPP mode; more Tejas type trainswill connect tourist destinations; Metro model for suburban transport project through PPPmodel.

The Government has adopted a holistic approach for reaping the benefits fromelectrification. This step of the Railways will help the country in saving preciousforeign exchange in two ways. The requirement of fossil fuels for ignition of the DieselLocos would come down and the cost of manufacturing fully new electric locos can beeffectively reduced because of comparatively lower investments in converting diesel toelectric. Further since the process would be indigenous the country's 'Make in India'stance would also register substantial savings in foreign exchange.

Opportunities and Threats

Central Organisation for Railway Electrification (CORE) was set up in 1979 underMinistry of Railways with the prime objective of electrification of railway tracks underthe Indian Railways. Almost 42 years since its inception; the organization is marchingahead in the field of electrification by electrifying about 3067 RKM (Route Kilometers)out of which CRS was completed of electrified routes of total 2860 RKM for the year2020-21.

A lot of emphasis is given to Railway Electrification in recent years with a view toreduce the Nation's dependence on imported petroleum based energy and to enhance thecountry's energy security with a vision of providing eco-friendly faster and energyefficient mode of transportation keeping in mind the huge cost savings and considerablereduction in carbon foot print Indian Railway has identified electrification of all BGroutes as a mission area.

It has been established that electric trains have several advantages overdiesel-powered ones. These advantages include

• Reduced dependence on imported petroleum based fuels.

• It provides energy efficient friendly mode of transports besides improving thesystem throughput.

• Faster and environment eco-friendly.

• Reduced line fuel cost.

• Increased sectional capacity by about 18% due to higher average speeds.

• Reduced capital operating and maintenance costs.

• Offers regenerative breaking resulting in saving of energy by around 20% inlocomotives and around 30% in electric multiple units.

Aided by the Government policy and initiatives your Company foresees a very brightfuture for organisations which are providing dedicated services for the RailwayElectrification Eco System.

Your Company faces fluctuation in prices of raw materials unpredictable lead time inprocurement of such supplies and increasing rates of freight. With the raging Covid 19pandemic availability of labour and their movement from one site to another within Indiafollowing the health protocols is also a challenge for the Company. However your Companyis expected to mitigate such problems through hedging strategies efficient management andinternal control system.

Company's Operations

Your Company has a Pan India presence in executing electrification projects underIndian Railways. It has a strong order book position with path-breaking orders in therailway electrification segment received from Indian Railways as well as the Rail VikasNigam Limited (RVNL).

Your Company is quite enthused in updating its esteemed stakeholders about their recentsuccess where the company has exclusively completed electrification of about 289.5 TrackKilo meter (TKM) during the year 2020-21.

One of the prime completed projects was successfully inaugurated by the Hon'ble RailMinister Shri Piyush Goyal dedicating to the Nation railway electrification project inKatwa- Azimganj and Monigram-Nalhati sections of Howrah and Malda Divisions.

Your Company does not have any subsidiary as on the date of this report.

Focus Outlook and Future Projections

Your Company focus on Railway Electrification has been able to carve a niche for itselfin the field whereby it has become a highly acceptable partner for the Railways. This hasbeen possible because of the Company's focus on efficient execution management system.

Your Company has started export of food products like maize onions oil cakes andother commodities to Bangladesh. This is a business having a very short working capitalcycle which ensures higher Return on Equity of the Company. The promoters of the Companyare highly experienced in the line of business and have been exporting for more than 20years through its associate company. Your Company is expected to cater to the needs of theimporting countries by supplying them standard products with adequate quality checks.

The Government of India (GOI) is implementing Ethanol Blending Programme (EBP) inwhich fuel grade ethanol of 99.6% purity is blended with petrol as a motor fuel. In theyear 2020 6% blending has been achieved. This is against 10% EBP stipulated by GOI by2020 which is further proposed to be increased to 20% by 2023.

In order to avail the opportunity provided by GOI Board of the Company has givenin-principle approval for setting up an Ethanol production facility that would enableproduction of Ethanol from grains like maize rice at Purnia Bihar. The venture would beundertaken through the Company's proposed subsidiary BCL Bio Energy Private Limited(BCL).

The Installed capacity of the proposed grain based Distillery is proposed to be 60 KLPDof fuel grade ethanol operating for 350 days in a year producing around 21000 KL.

The diversification would be in line with the Company's philosophy of contributing inthe country's Foreign Exchange through reduced outflows on fossil fuels.

The Project once completed is expected to generate a ROE of about 40% for BCPL on itsinvestment. The Total project cost at the Subsidiary would be around Rs 10600 lacs. TheDebt Equity ratio of the Project would be around 2.50.

The construction activities on the project would commence once land is acquired and therequisite environmental clearance is accorded the Government authorities. The projectwould be operational in around 14 months and its working is expected to be reflected inthe accounts of FY23 onwards.

Risks and Concerns

The Management of the Company endeavours to identify elements of risk in differentareas of operations and to develop mechanism for initiating actions required to mitigatethe risks.

The Management on a timely basis informs the Board about risks that may threaten theexistence of the Company and also about measures that they propose to take in order tomitigate the risks.

The Company has a Risk Management approved by the Audit Committee and the Board ofDirectors. The Policy provides a framework for identification of risks inherent in thebusiness operations of the Company and devise mitigation methods in a dynamic manner andon a continuous basis which are periodically reviewed and modified considering the sizeand complexity of the business and the regulatory as well as business requirements. TheAudit Committee and the Board of Directors also reviewed and formulated a hedging policylaying down the technique guidelines and procedures to mitigate the risk from highvolatile as well as high value items. This hedging tool is devised for mitigating risk dueto price fluctuation and serves as a part of the Risk Management policy. The RiskManagement Policy can be viewed at the following web link:

With the entire world grappling with the effects of COVID 19 attack there were someuncertainties/ disruptions in the supply chains availability of labour and theirmovement. Your Company continues to provide special attention to these areas requiringflexibilities of operation and quick decision making. The concerns regarding the effectsof nationwide lockdown for containment of the spread of Covidl9 pandemic is provided in aseparate section on COVID 19 and disclosed to the Stock Exchanges under Regulation 30 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("theListing Regulations").

Impact of Covid 19

As required your Company has made the necessary announcement under Regulation 30 ofthe Listing Regulations to the BSE Limited dealing with the specific impact of COVID 19on the Company and the Directors consider it necessary to record the latest position inthis regard in their Report as under:

• Business: The business operations were impacted from the middle of March 2020till 31st May 2020 due to nationwide lockdown. However your Company beingengaged in the activities of national importance the Government of India had providedcertain relaxations and we were permitted to resume operations at work sites maintainingall measures of social distancing health & hygiene protocols as per Governmentinstructions. Upon opening of office maintaining all social distancing protocols we arein process of execution of our existing commitments.

Currently most of our worksites are functioning subject to local regulations andorders.

• Steps taken to ensure smooth and safe functioning of operations: All facilitiesare regularly sanitized as per the recommendations of the respective Governments to ensurethat work conditions are safe. Recommendations of Covid appropriate behaviour relating tomonitoring of employees' body temperature mandatory wearing of masks enforcing socialdistancing use of good hygiene practices have been implemented and are being adhered to.

• Employees: The safety of our employees are paramount and several measures havebeen undertaken to ensure their well-being and good health. Where possible staggeredshifts have been implemented to ensure minimum interaction and proper social distancing.Also we are increasing use of digital means in our business operations with our extantcapacity through virtual meetings.

• Impact on capital and financial resources cost reduction assets liquidityposition future operations: Your Company's capital and Banking facilities remain intact.There was a temporary impact in the revenue however your Company faces no liquidityconcerns since it had sufficient unutilised Banking limits and has also been grantedadditional credit limits under the Covid

Emergency Scheme by the Bank in terms of the Government of India's AtmanirbharPolicies.

Though the Company witnessed some temporary delay in its work in progress andreceivable collection during the lockdown period but it has been able to manage itsresources and ensure collection of its receivables from the Indian Railways. Further theRailways have taken the initiative of releasing the Bank Guarantees against the runningprojects in proportion to the works completed thereby providing further impetus to yourCompany's finances.

Your Company has initiated cost reduction through optimal use of its existing resourcesto adjust to the new norms for business and is expected to come out of the pandemic andlockdown related challenges with improved efficiency and effectiveness in all aspects ofthe Company's operations.

Your Company does not expect a material impact of COVID 19 on the Company's liquidityand future performance as of the date of the Directors' Report.

• Existing Contracts/agreements: Your Company is well positioned to fulfil itsobligations and existing contracts and arrangements.

• Non-fulfilment of obligations by any party: Your Company does not foresee anyeventuality which will have significant impact on the business in case of non-fulfilmentof any obligations by any party.

Operational Efficiency

Your Company is constantly directing its efforts towards efficiency enhancement in allfronts starting from administrative office to project locations.

Your Company has also started various programmes for training the work force inachieving improvements in micro level efficiency through training and workshops.

Your Company also encourages leadership skills amongst its employees which have helpedmaintaining a loyal and efficient workforce.

Though lock down procedures impacted the revenue of the company in the short term. Butwith the help of better use of technology and staff productivity we hope to come out ofthe universal pandemic without a drastic negative impact.


Your Company has as a policy always strived to ensure safety and security of its workforce. With a view to achieve this your Company constantly organises training programmesfor educating about the ways and means of working under strict safe conditions. YourCompany procures the best safety gears comprising of helmets safety belts and undertakesregular safety checks to ensure that the rules are followed. The Company has a dedicatedsafety officer to ensure compliance of the rules.

Quality Control

Your Company is aware about its responsibility in terms of delivery of safe RailwayElectrification Eco System for the safety of lives and property that use the services ofthe Railways for meeting their transport requirements.

With a view to achieving the best standards in its construction efforts the Company hasin place a system of checks and balances whereby the work performed by its employees isthoroughly checked by trained engineers in terms of safety standards set by the RailwayAdministration.

Further your Company has a system of identifying its vendors based on their credibilityin terms of delivering quality products within committed time.

Your Company depends on vendors approved by RESEARCH DESIGNS & STANDARDSORGANISATION (RDSO) for procuring equipment required in execution of projects. Consideringthe ambitious plans of the Government towards Railway Electrification timely procurementmay play out as a considerable risk in future. In order to mitigate the risk your Companyis constantly developing new vendor base so that any challenge on this front can beeffectively dealt with in case an occasion for scarcity of supply of equipment arises.

Further the Board of Directors have laid down a standard procurement policy forensuring the orderly and efficient conduct of its business. The Policy provides aframework for procurement of materials as may be required by issuing purchase orderspursuant to these standard terms and conditions thereby devising mitigation methods forin orderly supply chains and operate standard negotiating terms. The Procurement Policycan be viewed at the following web link:


The aim of your Company is to develop business while improving its environmentalperformance in order to create a more sustainable future. In order to achieve this yourCompany continues to focus on measures for the conservation and optimal utilization ofenergy in all the areas of its operations. Work Sites are encouraged to consistentlyimprove operational efficiencies minimize consumption of natural resources and reducewater energy consumption and carbon emissions while maximizing productivity.

Following the recommendations of Covid appropriate behaviour employees in work sitesare encouraged to ensure that social distancing and health and hygiene sanitisations aremaintained.

Increasing the use of digital means in our business operation is encouraged byarranging virtual meetings at all levels be it internal with the employees and work sitesor Railway personnel client or other stakeholders.

Health of Employees

Your Company recognises the importance of maintaining health of its employees who workaway from home for considerable period of time. With a view to providing the best medicalfacilities to its employees whenever required your Company has tied up with MedicalInsurance provider for its employees to avail the best medical attention without worryingabout the cost.

With the outbreak of C0VID19 attack we have also learnt to be vigilant and be aware ofhealth hygiene and cleanliness at home and at work places. Your Company provided remotespecialised training at various units through video conferencing on personal hygiene safework habits and best practices in sanitation and disinfection in the work place. Regularvigilance were also monitored to ensure that Covid appropriate behaviour are followed atthe work place.

Your Company is taking utmost care of its staff and work force. Major Precautionarymeasures taken against COVID19 at all units of the Company

• Regular sanitization of office premises godown materials and vehicles.

• Full compliance with guidelines on usage of face covers/ masks daily recordingof temperature social distancing staggered attendance and hand sanitization facility.

• Vehicles are checked and sanitized during entry and self-declaration forms isbeing filled up by all outstation staff.

• Display of Posters for COVID19. Awareness at prominent places of all businessunits.

• Distribution of Masks caps hand sanitizers to all the employees.

Directors' Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statementsfor the financial year ended 31st March 2021 are in full conformity with the requirementsof the Act.

They believe that the Financial Statements reflect fairly the form and substance oftransactions carried out during the year and reasonably present your Company's financialcondition and results of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever required properexplanations relating to material departures have been given

ii) 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 or loss of the Company for that period

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities

iv) The Accounts have been prepared on a going concern basis

v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively

vi) The Directors have devised proper systems to ensure proper compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Corporate Governance

Your Company re-affirms its commitment to the standards of corporate governance. ThisAnnual Report carries a Section on Corporate Governance and benchmarks your Company withthe relevant provisions of the Listing Regulations.

Pursuant to the Listing Regulations as amended a certificate obtained from aPractising Company Secretary certifying that the Directors of the Company are not debarredor disqualified from being appointed or to continue as directors of the companies by theSecurities and Exchange Board of India/Ministry of Corporate Affairs forms part of thereport as Annexure 5 to the Corporate Governance Report.

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (as amended) your Board at its meetingheld on 30th January 2021 appointed Messrs Anjan Kumar Roy & Co. CompanySecretaries (FCS-5684 CP No.4557) as the Secretarial Auditor to conduct audit of thesecretarial records for the financial year ended 31st March 2021 and to submit theSecretarial Audit Report.

The Secretarial Audit Report as received from Messrs Anjan Kumar Roy & Co. CompanySecretaries in the prescribed Form No. MR-3 is annexed to this Board's Report and markedas Annexure 4.

An Annual Secretarial Compliance report as per Securities and Exchange Board of Indiacircular dated 8th February 2019 is also attached as Annexure 6 as an additionaldisclosure.

In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter "ListingRegulations") a Report on Corporate Governance along with Compliance Certificateissued by Statutory Auditors of the Company is attached as Annexure 8 and forms integralpart of this Report (hereinafter "Corporate Governance Report").

Secretarial Auditors and Secretarial Standards

Messrs Anjan Roy & Co. Practising Company Secretaries have been appointed as theSecretarial Auditor of the Company with effect from 30th January 2021. Thereport of the Secretarial Auditor is enclosed to this report and forms part of thisreport.

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel

The Company has formulated a Remuneration Policy pursuant to the provisions of Section178 and other applicable provisions of the Act and Rules thereof. There has been no changein the said policy during the financial year ended 31st March 2021. The Policy isavailable at the following web link:

Qualification or Reservations in the Statutory/Secretarial Audit Reports

Your Board has the pleasure in confirming that no qualification reservation adverseremark or disclaimer has been made by the Statutory Auditors and the Company Secretary inPractice in their Audit Reports issued to the members of the Company.

Directors and Key Managerial Personnel

Your Company's Board is duly constituted and in compliance with the requirements of theAct the Listing Regulations and provisions of the Articles of Association of the Company.Your Board has been constituted with requisite diversity wisdom expertise and experiencecommensurate to the scale of operations of your Company.

Composition of Board

The Board comprises 8 Directors of which 3 are Executive Directors (2 of whom are partof the promoter group) 1 are Non-Executive (part of the promoter group) and 4 areNon-Executive Independent Directors. The composition of the Board is in conformity withRegulation 17 of the Listing Regulations read with Section 149 of the Act.

Structure of the Board of Directors

Name of Director Executive/ Non-Executive Inde pend ent Lady
Aparesh Nandi Non-Executive No No
Jayanta Kumar Ghosh Executive No No
Uday Narayan Singh Executive No No
Debasis Sircar Executive No No
Vijay Mehta Non-Executive Yes No
Sanghamitra Mukherjee Non-Executive Yes Yes
Swapan Kumar Chakraborty Non-Executive Yes No
Sudipta Kumar Mukherjee Non-Executive Yes No

Meetings of the Board

During the year 2020-2021 the Board of Directors met 6 (Six) times. For details of themeetings of the Board of Directors please refer to the Corporate Governance Report.

Changes in Board Composition

Details of Directors' appointment/reappointment and change in board composition duringthe financial year under review are as follows:

Name of Director Designation & Category Reason and date of appointment/reappointment/ retirement/ resignation
Mr Aparesh Nandi Mr Aparesh Nandi (DIN:00722439) Non- Executive Chairman Non- Independent Director of the Company retired by rotation and was re-appointed pursuant to Section 152(6) of the Act at the 24th Annual General Meeting held on 14th August 2020. He is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment pursuant to Section 152(6) of the Act.
Non-Executive Chairman/ Promoter (Non- Independent)
Mr Debasis Sircar Mr Debasis Sircar (DIN- 09020911) was appointed as an Executive Director for a period of two consecutive years with effect from 30th January 2021 as per Section 149 152 161 196 197 198 and 203 read with Schedule V and other applicable provisions of the Act. Based on the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company approved the appointment Debasis Sircar as an Additional Director of the Company with effect from 30th January 2021 to hold office as an Executive Director of the Company for a term of 2 (two) consecutive years subject to approval of the Members of the Company at the ensuing AGM.
Executive Director (Non- Independent) The Company has received a Notice under Section 160 of the Act from a Member of the Company signifying the candidature of Mr Sircar for his appointment as a Director of the Company at the ensuing AGM. Your Board recommends appointment of Mr Sircar as an Executive Director of the Company for a term of 2 (two) consecutive years commencing from 30th January 2021.
Mr Sudipta Kumar Mukherjee Mr Sudipta Kumar Mukherjee (DIN-09022104) was appointed as a Non-Executive - Independent Director for a period of five consecutive years with effect from 30th January 2021 as per Sections 149 and 160 of the Act. Based on the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company approved the appointment Sudipta Kumar
Non-Executive - Independent Director
Mukherjee as an Additional Director of the Company with effect from 30th January 2021 to hold office as a Non- Executive Independent Director of the Company for a term of 5 (five) consecutive years subject to approval of the Members of the Company at the ensuing AGM.
The Company has received a Notice under Section 160 of the Act from a Member of the Company signifying the candidature of Mr Mukherjee for his appointment as a Director of the Company at the ensuing AGM. Your Board recommends appointment of Mr Mukherjee as a Non- Executive Independent Director of the Company for a term of 5 (five) consecutive years commencing from 30th January 2021.

Independent Directors

In the opinion of the Board the Independent Directors possess the attributes ofintegrity expertise and experience as required to be disclosed under Rule 8(5)(iiia) ofthe Companies (Accounts) Rules 2014 (as amended).

The following are the independent directors of the Company:

1. Mr Vijay Mehta

2. Dr Sanghamitra Mukherjee

3. Mr Swapan Kumar Chakraborty

4. Mr Sudipta Kumar Mukherjee (appointed on 30th January 2021)

The Company has received declarations from Independent Directors that they meet thecriteria of independence as prescribed u/s 149(6) of the Companies Act 2013 and asrequired under the Listing Regulations. In the opinion of the Board they fulfil thecondition for appointment/ reappointment as Independent Directors on the Board.

The Board of Directors confirms that the Independent Directors have affirmed compliancewith the Code for Independent Directors as prescribed in Schedule IV to the Act and alsowith the Company's Code of Conduct applicable to all the Board Members and SeniorManagement Personnel of the Company for the financial year ended on 31st March 2021.

The Company arranges detailed presentation on various business aspects to ensurefamiliarising the Independent directors about the different aspects of the prevailingbusiness environment economy performance of the Company and its strategies.

Statement of Evaluation of Board of Directors and Committees thereof

Your Company understands the requirements of an effective Board Evaluation process andaccordingly conducts the Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Act theListing Regulations and the Guidance Note on Board Evaluation issued by SEBI your Companyhas carried out a performance evaluation process internally for the Board/Committees ofthe Board/lndividual Directors including the Chairman of the Board of Directors for thefinancial year ended 31st March 2021.

The key objectives of conducting the Board Evaluation process were to ensure that theBoard and various Committees of the Board have appropriate composition of Directors andthey have been functioning collectively to achieve common business goals of your Company.Similarly the key objective of conducting performance evaluation of the Directors throughindividual assessment and peer assessment was to ascertain if the Directors activelyparticipate in the Board/Committee Meetings and contribute to achieve the common businessgoals of the Company. The Directors carry out the aforesaid performance evaluation in aconfidential manner and provide their feedback on a rating scale of 1- 5.

This year also the outcome of such performance evaluation exercise was discussed at aseparate Meeting of the Independent Directors held on 31st March 2021 and waslater tabled at the

Board Meeting held on 14th May 2021.After completion of internal evaluationprocess it was noted that the Board and the Committees are working effectively.

Pursuant to Section 178(3) of the Act and Regulation 17(6) of the Listing Regulationsthe Remuneration Committee is entrusted with responsibility of formulating criteria fordetermining qualifications positive attributes and independence of an independentdirector. This can be viewed at

Committees of the Board

A. Audit Committee

The Board of Directors of your Company has duly constituted an Audit Committee incompliance with the provisions of Section 177 of the Act the Rules framed thereunder readwith Regulation 18 of the Listing Regulations. The terms of reference of the AuditCommittee has been duly approved by the Board of Directors.

During the year under review the Audit Committee comprised Independent Directorsnamely Mr. Vijay Mehta (Chairman) Mr. Swapan Kumar Chakraborty (Member) Mr. UdayNarayan Singh Executive Director & CFO and Sudipta Kumar Mukherjee (Member). Powersand role of the Audit Committee are included in Corporate Governance Report. All therecommendations made by the Audit Committee were accepted by the Board of Directors.

Whistle Blower Policy

In terms of the provisions of Section 177 of the Act and the Rules framed therein readwith Regulation 22 of the Listing Regulations your Company has a vigil mechanism in placefor directors and employees of the Company through which genuine concern regarding variousissues relating to inappropriate functioning of the organisation can be raised. TheWhistle Blower Policy has been uploaded in the website of the Company

The Vigil Mechanism of your Company is governed by the 'Whistle Blower Policy'Mechanism which provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases.

C. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee. The details of the committeeare given in the Report on Corporate Governance - Annexure 7.

C. Stakeholders' Relationship and Investor Grievance Committee

The Company has a Stakeholders' Relationship and Investor Grievance CommitteeCommittee. The details of the committee are given in the Report on Corporate Governance -Annexure 7.

D. Corporate Social Responsibility Committee

The Company has a Corporate Social Responsibility Committee. The details of thecommittee are given in the Report on Corporate Governance - Annexure 7. A report on theCSR activities/initiatives undertaken by the Company is provided in Annexure 2.

Your Company has spent an amount of ? 2.50 lacs during the financial year 2020-2021 asagainst its 2% obligation amounting to ?18.95 lacs thereby unspent amount is ?16.45during the year 2020-21. Your Directors intends to set up a unit which would be directlyfunding the CSR activities and the CSR committee will finalise the mode of disbursementand utilization of the unspent amount. The Corporate Social Responsibility Policy has beenuploaded in the website of the Company at

Prevention of Sexual Harassment

Your Company had framed a policy on Prevention of Sexual Harassment of Women atworkplace pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 which commits to provide a workplace that is free from all formsof discrimination including sexual harassment. The Policy can be viewed at the followingweblink:

Pursuant to 134(3)(q) read with the Companies (Accounts) Rules 2014 the Company hascomplied with the provisions relating to constitution of Internal Complaint Committee(ICC) under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. As per the Policy any complaint received shall be forwarded to anInternal Complaint Committee ("ICC") formed under the Policy for redressal. Theinvestigation shall be carried out by ICC constituted for this purpose. From the date ofinception there has been no such complaint received.

Familiarization Programme of Independent Directors

The Company believes that the best training is imparted when dealing with actual rolesand responsibilities on the job. To this extent the Company arranges detailedpresentation by Key Functional Heads on various aspects including the businessenvironment economy performance of the Company industry scenario financial controlsthe Company's strategy safety policy and practices at work sites etc. Visits to theCompany's works are also undertaken from time to time. Details of FamiliarizationProgrammes imparted during the year under review has been available at the followingweblink:

Business Responsibility

Creating shared value is your Company's fundamental way of working and contributing tosociety while ensuring long-term business success. Your Company has been conductingbusiness in a way that delivers long-term shareholder value and benefits to society.

Statutory Auditors

Messrs. Jain Seth & Co. Chartered Accountants was appointed as Statutory Auditorsof the Company in the AGM held on 28th June 2019 for a period of 5 years till2023-24.

However due to inadequate manpower for Covid-19 pandemic Messrs. Jain Seth & Cotendered their resignation on 11th February 2021. Messrs. L B Jha & Co.Chartered Accountants gave their consent to be appointed as Statutory Auditors to fill theposition of casual vacancy caused due to resignation of M/s Jain Seth & Co.

On 9th April 2021 Messrs. L B Jha & Co. Chartered Accountants wasappointed as Statutory Auditors of the Company at the EGM to fill the position of casualvacancy caused due to resignation of Messrs. Jain Seth & Co. to hold the position uptothe next Annual General Meeting of the Company.

The Auditors Messrs. L B Jha & Co. Chartered Accountants will retire at theconclusion of the ensuing Annual General Meeting and being eligible under Section 139(2)of the Act offer themselves for re-appointment.

The Board based on the recommendation of the Audit Committee and subject to theapproval of the shareholders recommended the reappointment of Messrs. L B Jha & Co.Chartered Accountants based on their furnishing eligibility certificates confirming theireligibility to continue as auditors of the Company in terms of the Section 141 of the Actand the rules framed thereunder from the conclusion of the 25th Annual GeneralMeeting till the conclusion of the conclusion of the AGM for the year 2025-26 andaccordingly the same forms a part of the business as contained in the Notice conveningthe ensuing Annual General Meeting.

The report of the Statutory Auditors M/s. L B Jha & Co. alongwith notes toSchedules is enclosed to this report. The observations made in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

With regard to the issue of non preparation of accounts of the Joint Ventures for theFY 2020- 21 the Board has analysed the matter and does not foresee any material impact onthe finances of the Company once the accounts are available.

Listing with Stock Exchanges

Your Company is listed with BSE Limited and has paid the listing fees to the Exchange.Your Company was listed with the SME Exchange of BSE Limited and was migrated to the mainboard of the BSE Limited on the 4th January 2021. The address of the StockExchange and other information for shareholders are given in this Annual Report.

Cost Accounts and Cost Auditors

Cost audit applicability provisions are contained under rule 4 of the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company. Hence no cost accountsare required to be maintained nor are Cost Auditors required to be appointed by theCompany.

Details of Loans and Investments

Details of the loans given by your Company under Section 186 of the Act during thefinancial year ended 31st March 2021 are as follows:

Doharia Ispat Pvt. Ltd. - Non Related Party Loan Given Rs. 50 Lacs at 12% p.a.interest for general business purpose. Loan outstanding as at 31st March2021-59.54 Lacs

SMTC Steel & Power Pvt. Ltd. - Non Related Party Loan Given Rs 40 Lacs at 12%p.a. interest for general business purpose. Loan outstanding as at 31st March2021 - 40 Lacs

Trident Texofab Ltd. - Non Related Party Loan Given 100 Lacs at 12% p.a. interest forgeneral business purpose. Loan outstanding as at 31st March 2021- 127.38 Lacs

Phoenix Overseas Limited - Related Company with common promoters - Guarantee Givenagainst loan from Bank of India amounting to Rs 37.24 Crores.

Related Party Transactions

The Company has always been committed to good corporate governance practices includingin matters relating to Related Party Transactions (RPTs). Endeavour is consistently madeto have only arm's length transactions with all parties including Related Parties.

The Board of Directors of the Company had adopted the Related Party Transaction policyregarding materiality of related party transactions and also on dealings with RelatedParties in terms of Regulation 23 of the Listing Regulations and Section 188 of the Act.The policy is available at the following weblink:

All related party transactions have been carried out at arms' length basis in theordinary course of business. There is no material related party transaction i.e.transaction exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statements of the Company during the year by your Company. Accordingly thedisclosure of Related Party Transaction as required under Section 134(3)(h) of the Act inForm AOC-2 is provided in Annexure 1. Members may refer to notes no.35 to the financialstatement which sets out related party disclosures.

Policy on Appointment and Remuneration of Directors Key Managerial Personnel and otherEmployees

The Company has formulated a Remuneration Policy pursuant to the provisions of Section178 and other applicable provisions of the Act and Rules thereof. The policy is based onthe guiding principle aimed towards retaining and rewarding performers. There has been nochange in the said policy during the financial year ended 31st March 2021. The Policy isavailable at the following weblink:

Policy to Determine Material Events

As per the Listing Regulations the Company has framed a policy for determination ofmateriality based on criteria specified in the Regulations. The Policy is available atthe following web link:

Policy for Preservation of Documents

As per Regulation 9 of Listing Regulations the Company has framed a policy forPreservation of Documents based on criteria specified in the said Regulations. The Policyis available at the following web link:

Significant Changes

During the financial year 2020-2021 no significant change has taken place which couldhave an impact over the financial position of the Company.

Public Deposits

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act2013.

Extract of the Annual Return

The Annual Return of the Company in Form MGT7 in accordance with Section 92(3) of theAct read with Companies (Management and Administration) Rules 2014 (as amended) isavailable on the website of the Company at As perthe notification of the MCA dated 28th August 2020 is not required to annex tothis Report as such the same is not attached in this report and available at the aforesaidweblink.

Significant and Material orders passed by the Regulators/Courts/Tribunals

Pursuant to Section 134(3)(q) of the Act read with Companies (Accounts) Rules 2014 itis stated that no significant or material orders were passed by the Regulators or Courtsor Tribunals which impacts the going concern status and Company's operations in future.

There is no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year to which the financialstatements relates and the date of the report.

Internal Controls and their adequacy

Your Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business. The Board of Directors have laid down internal financialcontrol measures to be followed by the Company and such procedures have been adopted bythe Company for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies safeguarding of its assets prevention and detection offrauds and errors accuracy and completeness of accounting records and timely preparationof reliable financial information. Good governance well defined systems and processesrisk assessment a vigilant control function communication and monitoring and anindependent internal audit function are the foundation of the internal control systems.Internal Audit department provides assurance on functioning and quality of internalcontrols along with adequacy and effectiveness through periodic reporting. Internal Riskand Control function also evaluates organisational risk along with controls required formitigating those risks. The control activities include continuous monitoring routinereporting digital business environment with minimum possible interference checks andbalances purchase policies authorization and delegation procedures audits includingcompliance audits which are periodically reviewed by the Audit Committee. Your Companyhas a Code of Conduct for all directors and senior management and a clearly articulatedand internalized delegation of financial authority. Your Company also takes prompt actionon any violations of the Code of Conduct. The Code of Conduct for directors and seniormanagement can be viewed at the following web link:

Internal Financial Controls and their adequacy

The Directors had laid down internal financial controls to be followed by your Companyand such policies and procedures adopted by your Company for ensuring the orderly andefficient conduct of its business including adherence to your Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically.

Information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo

The Company's activities during the year do not entail disclosure with respect toconservation of energy technology absorption etc. in accordance with the provisions ofSection 134(3)(m) of the Company Act 2013.The Company does not have any foreign exchangeearnings and outgo.

Information regarding Employees and related disclosures

In terms of the provisions of Section 197(12) read with Rule 5(2) and 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 particulars of certaincategory of employees have been set out in Annexure 3 of this report.

Your Company considers people as its biggest assets and 'Believing in People' is at theheart of its human resource strategy. Concerted efforts have been put in talentmanagement and strong performance management and learning and training initiatives toensure that your Company consistently develops inspiring strong and credible leadership.Your Company also organises employee felicitation events wherein well performing employeesare rewarded. Despite of the challenges faced by the employees during this pandemicperiod they had cooperated in graceful acceptance of temporary pay cuts for few months.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014("Rules") is appended as Annexure - 3 to the Report. The information as perRule 5(2) of the Rules forms part of this Report.

Ratio of remuneration of Director or Key Managerial Personnel to the median of theemployees:

Name of Director /KMP Remunera tion Ratio as to that of the median employee Percen tage increas e in remun eratio n
Mr Jayanta Kumar Ghosh 4521712 15.55:1 0
Mr Uday Narayan Singh 3751712 12.90:1 0
Mr Debasis Sircar 1287566 4.43:1 -0.02
Ms Devshree Sinha 763555 2.63:1 -8.95

Note: The median employee remuneration for 2020-21 is Rs 290760/-.

Cautionary Statement

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute 'forward looking statements' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on the circumstances.


Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.

Your Directors hereby wish to place on record their appreciation for the undauntedefforts despite of the challenges faced by them and their cooperation in gracefulacceptance of temporary pay cuts for few months. Your Directors also wish to place onrecord their appreciation for the efficient and loyal services rendered by each and everyemployee without whose whole-hearted efforts the overall satisfactory performance wouldnot have been possible. The Industrial Relations were generally satisfactory during theyear. Your Company wishes to put on record its deep appreciation of the cooperationextended and efforts made by all employees. Your Directors look forward to the long termfuture with confidence.

Your Company continued to receive co-operation and unstinted support from the RailwaysSuppliers and others associated with the Company as its business partners. The Directorswish to place on record their appreciation for the same and your Company will continue inits endeavour to build and nurture strong links with concerned parties based onmutuality respect and co-operation with each other and consistent with National interest.

On behalf of the Board of Directors
Jayanta Kumar Ghosh
Managing Director
Uday Narayan Singh
Executive Director & CFO
Date - 14/05/2021
Place - Kolkata