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Central Provinces Railways Company Ltd.

BSE: 501827 Sector: Others
NSE: N.A. ISIN Code: INE631B01038
BSE 00:00 | 13 Feb Central Provinces Railways Company Ltd
NSE 05:30 | 01 Jan Central Provinces Railways Company Ltd
OPEN 222.00
PREVIOUS CLOSE 230.00
VOLUME 80
52-Week high 294.00
52-Week low 206.00
P/E
Mkt Cap.(Rs cr) 43
Buy Price 230.00
Buy Qty 1.00
Sell Price 230.00
Sell Qty 24.00
OPEN 222.00
CLOSE 230.00
VOLUME 80
52-Week high 294.00
52-Week low 206.00
P/E
Mkt Cap.(Rs cr) 43
Buy Price 230.00
Buy Qty 1.00
Sell Price 230.00
Sell Qty 24.00

Central Provinces Railways Company Ltd. (CENTRALPROVINCE) - Director Report

Company director report

1. INTRODUCTION

Your Directors are elated in presenting the 109th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2019.

2. FINANCIAL RESULTS

Particulars Current Financial Year (2018-2019) Previous Financial Year (2017-2018)
Net Profit/(Loss)Before Depreciation and Tax (852081) (759203)
Depreciation Nil Nil
Profit / (Loss) before Tax (852081) (759203)
Provision for Tax Nil Nil
Profit/ (loss) after Tax (852081) (759203)
Balance Brought forward (9799400) (9040197)
Adjusted against capital reduction 0.00 0.00
Balance carried to Balance Sheet (10651481) (9799400)

3. OPERATION DURING THE YEAR

The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towardsrepairs rehabilitation renewals and replacements of the railway assets. During the yearalso the dispute remains unresolved.

4. SHARE CAPITAL:

There is no change during the year under review.

5. DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depositoryparticipants on both the Depositories viz. National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL).

6. DIVIDEND:

Considering the loss for the year under review your Directors do not recommend anydividend for the year ended 31st March 2019.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

8. STATUTORY AUDITORS

At the Annual General Meeting held on September 28 2018 M/s. Jain Anil andAssociates Chartered Accountants (FRN: 115987W) Mumbai were appointed as statutoryauditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the Financial Year 2022-23.

The report given by the auditors on the financial statement of the Company is a part ofthe Annual Report. There has been no qualification reservation adverse remarks ordisclaimer given by the auditors in their report.

9. SECRETARIAL AUDITORS

M/s. Jain Anil and Associates Chartered Accountants have been appointed in the BoardMeeting held on 05th September 2019 as the Secretarial Auditor of the Companyu/s 204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of theCompany and report thereof. The Secretarial Auditor's Report has been annexed to the BoardReport under Annexure IV.

10. DIRECTORS

There were no other changes in the Board of Directors of the Company during thefinancial year under review.

11. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

12. BOARD MEETINGS

During the financial year under review the Board of Directors met Four times.

28th May2018 04th September 2018 14th February2019 28th March 2019.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.

14. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19

No of complaints received: Nil
No of complaints disposed off: Nil

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your

Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;

b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of its Loss for the year ended onthat date;

c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March2019 on a ‘going concern' basis; and

e. They have laid down Internal Financial Controls which are adequate and areoperating effectively.

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT 2013

The Company has not advanced loans or made investments or given any guarantee pursuantto Section 186 of the Companies Act 2013 during the year under review.

18. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.

Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF 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 ends of the financial year to which this financial statement relateon the date of this report.

20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no Significant Material Orders Passed By The Regulators / Courts / TribunalImpacting The Going Concern Status And Company's Operation In Future

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:

The Company has an adequate internal financial control system commensurate with thesize of its business operations.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

25. EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is furnished in "AnnexureMGT-9".

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Arvind Kumar Gupta (Chairman)

b. Mr. Shivanand Rama Hemmady (Member)

c. Mr. Amit Rander (Member)

The above composition of the Audit Committee consists of independent Directors viz. Mr. Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.

The Company has established a vigil mechanism and overseas through the Audit Committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and directors of theCompany.

27. CORPORATE GOVERNANCE:

As per the requirement of SEBI Circular No. Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 No.SEBI/LAD-NRO/GN/2015- 16/013 dated September 2 2015 the listed companies having paid upequity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Croresas on the last day of the previous financial year is not required to comply with the normsof the Corporate Governance Report.:

Since the paid up equity share capital of the company is Rs. and Net Worth notexceeding Rs. 25 Crores as on financial year ending 31st March 2019 therefore theprovisions relating to the Corporate Governance report are not applicable the company.

28. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.

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