Your Directors are elated in presenting the 107th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2017.
2. FINANCIAL RESULTS
(Amount in Rs)
|Particulars ||Current Financial ||Previous Financial |
| ||Year (2016-2017) ||Year (2015-2016) |
|Net Profit/(Loss)Before ||(951384) ||(1177510) |
|Depreciation and Tax || || |
|Depreciation ||Nil ||Nil |
|Profit /(Loss) before Tax ||(951384) ||(1177510) |
|Provision for Tax ||Nil ||Nil |
|Profit/ (loss) after Tax ||(951384) ||(1177510) |
|Balance Brought forward ||(8088814) ||(15747303) |
|Adjusted against capital reduction ||0.00 ||(8836000) |
|Balance carried to Balance Sheet ||(9040197) ||(8088814) |
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. The Company has disowned the liability on the groundthat these liabilities being in the nature of replacement are to be borne by the CentralRailway as per the Contracts. But in spite of disowning the liability by your Companythe Central Railway has adjusted an amount of Rs.22347302/- being the railway earningsof your Company for the period from October 2002 to 31st March 2017. Hence yourCompany thought it proper and as an abundant caution and not to harm the interest ofshareholders of the Company and therefore decided not to include the said Income fromrailways amounting to Rs.647904/- in the Accounts for the year ended 31st March 2017.
4. SHARE CAPITAL:
During the year under review the Company issued 1800000 equity shares of Rs. 10/-each at par to promoter and non- promoter on preferential basis however allotment ispending for approval from concerned authority.
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).
Considering the loss for the year under review your Directors do not recommend anydividend for the year ended 31st March 2017.
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
M/s S.B.JAJOO & CO Chartered Accountants (Firm Registration Number: 125915W)were appointed as the Statutory Auditors of the company last year in AGM held on 20thSeptember 2014 for five consecutive years subject to ratification at every AnnualGeneral Meeting. Accordingly their appointment is proposed to be ratified in the ensuingAGM. They have given their eligibility & consent for the proposed ratification.
9. SECRETARIAL AUDITORS
M/s. H V Gor & Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 26th May 2017 as the Secretarial Auditor of the Company u/s204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditors Report has been annexed to the BoardReport under Annexure IV.
10.EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditors in theirreport. The explanations made by the Board relating to the qualificationsreservations adverse remarks made by the Practicing Company Secretary in his SecretarialAudit Report are furnished as under:
1) The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.
2) The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. Further the Company willmake sure that all the required disclosures and intimations will be intimated to the stockexchange
3) The website of the Company has not been updated due to technical reasons. Howeverthe Company is in the process of updating the website.
4) The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight on thepart of the Company. However the Company has proposed to comply with the same.
5) The Company has failed to comply with publication of financial results in newspaperdue to genuine oversight on the part of the Company. However the Company has proposed tocomply with the same.
Mr. Amit Kumar Rander (DIN: 05311426) resigned from the Board on 11th November2016. There were no other change in the Board of Directors of the Company during thefinancial year under review.
12.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.
During the financial year under review the Board of Directors met Six times.
25th May 2016; 11th August 2016; 30th August 2016;11th November 2016; 11th February 2017 and 20thFebruary 2017.
14. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF
REMUNERATION AND DISCHARGE 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.
15.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.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION 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 2016-17.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
17. 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 applicableaccounting standards have been followed with proper explanation relating to materialdepartures if any; b. They have in the selection of the accounting policies consultedthe Statutory Auditors and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2017 and of its Loss for the year endedon that date; c. They have taken proper and sufficient care to the best of their knowledgeand ability 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 theannual accounts for the year ended 31st March 2017 on a goingconcern basis; and e. They have laid down Internal Financial Controls which areadequate and are operating effectively. f. They have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
18.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES 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.
19.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.
20.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.
21. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
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.
22.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.
23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
24.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.
25.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
MADE PURSUANT TO SECTION 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.
26.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".
27. 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. .Haresh Bhojwani (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.
Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholders value. Reports on Corporate Governanceand Management Discussions & Analysis are annexed and form part of this report.
29.APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Companys Bankers its valued customers employees and all otherintermediaries concerned with the Companys business. Your directors are gratefultowards all members for supporting and sustaining us during the intricate days. We lookforward to your continued support and reiterate that we are determined to ensure that theplans are successfully implemented.
|Registered Office: ||By Order of the Board of Directors |
|Unit No. B-35 ||For The Central Province Railways Co.Ltd |
|Ganjawala Shopping Center ||Sd/- ||Sd/- |
|S.V.P. Road Borivali West ||Mr. Shivanand Hemmady ||Mr. Haresh Bhojwani |
|Mumbai-400092. ||(Director) ||(Director) |
|Place: Mumbai ||(DIN: 00838098) ||(DIN: 02895523) |
|Date: 04th September 2017 || || |