K&R Rail Engineering Ltd.
|BSE: 514360||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE078T01026|
|BSE 05:30 | 01 Jan||K&R Rail Engineering Ltd|
|NSE 05:30 | 01 Jan||K&R Rail Engineering Ltd|
K&R Rail Engineering Ltd. (KRRAIL) - Director Report
Company director report
Your Directors are pleased to present the Thirty Fifth Annual Report and the Company'saudited financial statement for the financial year ended March 31 2018.
The Company's financial performance for the year ended March 31 2018 is summarizedbelow:
STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/HIGHLIGHTS/OPERATIONS
Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of this report.
The Directors have decided to invest the earnings in the growth of business and forthis reason have decided to not to declare any Dividend for the year under review.
Your Directors propose to transfer the amount of Net Profit After Tax to GeneralReserve for the financial year ended March 31 2018 as no dividend is declared during theyear keeping in view the requirement to plough back the funds for internal growth of thecompany. Detailed view of Reserves/Other Equity is as follows:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. VENKATA PURUSHOTAMA RAO KOPPOLU and Mr. SHAMIM AHMEDQURESHI Director of the
Company retires by rotation in the ensuing Annual General Meeting and being eligiblehas offered themselves for reappointment
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (the "Listing Regulations").
The Company has in place a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors feedback was obtained from all the Directors byway of a structured questionnaire for the evaluation of the Board its Committees and theindividual directors covering inter-alia various aspects of their performance includingcomposition and skills board dynamics understanding of Company's operationscontribution at meetings and inter-personal skills. The responses received were evaluatedby the Board.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
MATERIALCHANGES AND COMMITMENTS
There are no material changes or commitments effecting the Financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.
CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information has been given by way of an Annexure I to this Report CHANGESHAPPENING DURING THE FINANCIALYEAR
Your Directors wish to inform that there have not been any changes during the FinancialYear under review:
a. In the nature of Company's business
b. Generally in the class of business in which the Company has an interest Further theCompany has no Subsidiary and therefore information regarding any change in subsidiariesor in the nature of business carried on by them is not applicable to the Company.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable to the Company.
POLICYON DIRECTORS APPOINTMENT AND POLICYON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure II which formspart of this report.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there are no employees falling in the bracket as defined in Rule 5(2) Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure III which forms part of thisreport.
NUMBER OF MEETINGS OF BOARD
During the year 2017-18 13 (Thirteen) Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 09.05.2017 as required under Schedule IV of Companies Actand as per Regulation 17 of the Listing Regulations 2015. The dates on which the BoardMeetings were held are 07-04-2017 29-05-2017 1007-2017 31-07-2017 12-08-201701-09-2017 11-09-2017 03-10-2017 13-11-2017 17-11-2017 07-12-201708-01201824-03-2018.
STATUTORYAUDITORS & AUDITORS REPORT
M/s B Aggarwal & Company Chartered Accountants New Delhi was appointed asStatutory Auditors of the Company in the last Annual General Meeting. Their appointment ishereby ratified and they hold the office from the conclusion of this Annual GeneralMeeting till the conclusion of the Annual General Meeting of the Company for the Financialyear 2018-2019.
The Company has obtained a Certificate from the Auditors under Rule 4 (1) of TheCompanies (Audit and Auditors) Rules 2014. They have also issued a Certificate to theeffect that they satisfy the criteria provided in Section 141 of the Companies Act2013.The Auditors have also confirmed that they have subjected themselves to the peerreview process of Institute of Chartered Accountants of India(ICAI) and holds a validcertificate issued by the Peer Review Board of the ICAI. The Auditors' Report beingself-explanatory require no comments from the Directors
The financial statements of K&R Rail Engineering Limited ("the Company")which comprise the Balance Sheet as at March 31 2018 the Statement of Profit and Lossincluding the statement of Other Comprehensive Income the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory information has certain balances standing tothe debit/credit of sundry creditors sundry debtors advances various parties' accountsVAT Service Tax and GST accounts which are subject to confirmation and reconciliation. Wehave relied solely on management
confirmation for the same. The company has also not complied with Ind AS19. Our auditopinion on the standalone financial statements for the year ended 31st March 2018 isqualified in respect of this matter.
SECRETARIALAUDITORS AND THEIR REPORT
M/s Abdul Q. & Co. (COP No. 17468) was appointed as Secretarial Auditor of theCompany for the financial year 2017-18 pursuant to Section 204 of the Companies Act 2013.The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached asAnnexure IV and forms part of this report.
There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2017-18 which call for anyexplanation from the Board of Directors.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the Central Government.
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In terms of Rule 6 of Companies (Accounts) Rules 2014 nothing contained in the saidrule shall subject to any other law or regulation apply for the financial yearcommencing from the 1st day of April 2017 and ending on the 31stMarch 2018in case of a company which does not have a subsidiary or subsidiaries but has one or moreassociate companies or joint ventures or both for the consolidation of financialstatement in respect of associate companies or joint ventures or both as the case may be.As the Company does not have any Subsidiary the accounts have not been consolidated forthe FY 2017-18.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY.
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding 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 Company has a well placed proper and adequate internal financial control systemcommensurate with the size scale and complexity of its operations. The scope andauthority of the internal Audit function is well defined in the Organization. The internalfinancial control system ensures that all assets are safeguarded and protected and thatthe transactions are authorized recorded and reported correctly. The Company's internalfinancial control system also comprises due compliances with Company's policies andStandard Operating Procedures (SOPs) and audit and compliance by in-house Internal AuditDivision supplemented by Concurrent and Statutory Audit. The Internal Auditorsindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms .Independence of the audit and compliance isensured by regular supervision of the Audit Committee over Internal Audit. Significantaudit observations and corrective actions suggested are presented to the Audit Committeeof the Board.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements theBoard of Directors with responsibility of preparation of Risk Management Policy reviewingand monitoring the same on regular basis to identify and review critical risks on regularbasis to update the Risk management on quarterly basis to report key changes in criticalrisks to the Board on an ongoing basis to report critical risks to Audit Committee indetail on yearly basis and such other functions as may be prescribed by the Board.. Therisks faced by the Company and their minimization procedures are assessed categoricallyunder the broad heads of High Medium and Low risks. Further the Company identifiesrisks and control systems are instituted to ensure that the risks in each businessprocess are mitigated. The Board provides oversight and reviews the Risk Management Policyon a regular basis. In the opinion of the Board there has been no identification ofelements of risk that may threaten the existence of the Company.
The Company has no subsidiaries or Associates as defined in the Companies Act 2013.
The Company has neither accepted nor renewed any deposits during the Financial Year2017-18 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
CODE OF CONDUCT
The Company continues to place emphasis on inclusive growth and has adopted a voluntarycode of conduct for affirmative action.
Your Directors wish to inform that in Compliance with Section 177 of the CompaniesAct2013 and Regulation 18 Of SEBI Listing Regulation 2015 an audit committee has beenduly constituted. The Audit Committee as on March 31 2018 comprises of the followingIndependent Directors
Details of the Audit Committee have been separately given in the corporate governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.
NOMINATION & REMUNERATION COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 19 of SEBI Listing Regulation 2015 and pursuant to theprovisions of Companies Act 2013 the details pertaining to Nomination & RemunerationCommittee. The Nomination & Remuneration Committee as on March 31 2018 comprises ofthe following Directors:
The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.
In terms of Section 135 of the Companies Act 2013 the Company doesn't fall under therequirements of CSR. So there was no CSR Committee.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review the Company has issued Equity Share Capital of Rs.157801050 and Preference Share Capital of Rs.141145560 7% Optionally ConvertibleRedeemable Preference Shares of Rs. 10/- each.
The company has listed 15779755 equity shares with BSE stock exchange
EXTRACT OF ANNUALRETURN
The extract of Annual Return as on March 31st 2018 in the prescribed FormNo. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies (Management and Administration)
Rules 2014 is attached herewith as Annexure V and forms part of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT2013
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2017-18 forms part of this report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis. Hence provisions of Section 18 (1) are not applicable. However as thesetransactions were in the ordinary course of business and on an arm's length basis in theopinion of the Board these transactions are justified to be executed.
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered 'material' according to the policy of theCompany on Materiality of Related Party
Transactions. Your attention is drawn to the Related Party disclosures set out in Noteno. 26 of the Financial Statements
The Company has established a Vigil Mechanism in terms of Section 177 (10) of theCompanies Act 2013 and also in terms of Regulation 22 of SEBI Listing Regulations 2015The detail of the Vigil Mechanism is given in the Corporate Governance Section which isannexed herewith at ANNEXURE-VI the Vigil Mechanism cum Whistle Blower Policy is alsoavailable on the Company's website www.axisrail.in .
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
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.
Relations between the Management and the employees at all levels have been cordial andthe Directors wish to express their appreciation for the cooperation and dedication of theemployees of the Company.
The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.
LISTING AND LISTING AGREEMENT
The equity shares of the company are listed at BSE with the sole intent of providingliquidity to the existing Shareholders
The company has already paid listing fees for the year 2018-2019 to BSE Limited.
DEMATERIALIZATION OF SHARES
As mentioned in Company's earlier Annual Reports the Company's equity shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. M/s Beetal Computer & Financial Services PrivateLimited is acting as the Registrar and Share Transfer Agents for this purpose and acts ascommon share agency in terms of SEBI Guidelines.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Full version of the Annual Report 2017-18 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors' Report (including ManagementDiscussion and Analysis Corporate Governance Report and Business Responsibility Report)are being sent via email to all shareholders who have provided their email address (es).To others the Full version of the Annual Report is being sent by post. Full version ofAnnual Report 2017-18 is also available for inspection at the registered office of theCompany during working hours up to the date of ensuing Annual General Meeting (AGM). It isalso available at the Company's websitewww. axisrailindia.com. Please note that you willbe entitled to be furnished free of cost the full Annual Report 2017-18 upon receipt ofwritten request from you as a member of the Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 201718. No. of Complaints received :Nil
No. of Complaints disposed off :Nil:
The Directors sincerely acknowledge the trust and confidence that has been placed bythe employees shareholders and investors in the Company. The Directors are thankful toall the employees and the officers of the Company for their dedication support andco-operation.
For & On Behalf of the Board PLACE: SECUNDERABAD
SD/- Date: September 01 2018