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Directors Report of Axis Rail India Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on March 31.2014

Financial Results

ITEM AS ON 31st March AS ON 31st March 2014 (in Rs.) 2015 (in Rs.)

Sales and other Income - -

Loss before depreciation and tax -632.949 -l,404,448

Depreciation

Loss after tax anti depreciation -632,949 -1,494,448

Loss brought forward 94,686,237 -94,053,288

Balance carried to Balance Sheet -57,674,976 -57.042.027

Current Business Operations and Future Outlook

The Company has obtained approval front Hon'ble High Court of Andhra Pradesh in respect of its Scheme of Arrangement between M/s. K.V.R Rail Infra Projects Pvt. Ltd. and Company The scheme or arrangement is aimed at reorganizing the share capital on one hand with the intent to write off certain portion off of accumulated losses and amalgamation, on the other, with the objective of reviving the business operations of the Company,

Directors

At the close of this Financial Year, Mr. Ranjan Kapoor was liable to retire by rotation got appointed as a Whole- Time Director of tile Company for a period of five financial years w.e.f September 02, 2014 i.e the date of Board Meeting in which he is appointed as Whole Time Director,

Dividend

There being no profits, your directors regret their inability to recommend any dividend for the Financial Year beginning on April 01, 2013 and ending on March 31,2014.

Director Responsibility Statement

As per the requirement of Section 134 of the Companies Act 2013, your directors hereby make the following statement:

1. That in the preparation of tile accounts for the financial year ended March 31,2014, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policies and made such judgments and estimates Chat are reasonable and prudent and applied them consistently so as to give a true and fair view of the slate of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3 That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities;

4 That the Directors have prepared the accounts of the Company for the Financial Year ended March 31,2014on a going concern basis.

Your Company has not accepted any deposits during the period under review within the meaning of Section 73 of the Companies Act, 2013 read with the applicable rules of The Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Particulars of Conservation of Lucres. Technology Absorption and foreign Exchange Earnings and Outgo

Particulars of Conservation of Energy, Technology Absorption anti Foreign Exchange Earnings and Outgo as per Section l34(3)(m) of Companies Act, 2013 along with Rule 8(3) of Companies (Accounts) Rules, 2014.

Conservation of Energy

(a) Presently, there being no operations involving energy consumption, measures related to conservation of energy does not apply

(b) The company has not been operational in the previous financial year, therefore need for additional investment was not felt for reduction of consumption of energy.

(c) The company didn't undertake any production in the last financial year,

(d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the Schedule thereto - This particular is not applicable on Ihe company as the company is into the business of manufacturing of carpets and hence doesn't fall under the respective Schedule-

Form of Disclosure of Particulars with respect to Absorption of Technology Research & Development. Research & Development

1. Specific areas in which R & D carried out by the company- There was no research and development activity carried out during the financial year

2. Benefits derived as a result of the above R&D- No benefits were derived, as no R&D was undertaken

3. Future plan of action - The Management of the Company is making necessary roadmap for starting new business operations, i.e,, for undertaking projects in the field of rail Infra.

4. Expenditure on R & D- No R&D activity was undertaken and hence the bifurcation is not available.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

1. Elions, in brief, made towards technology absorption, adaptation and innovation- No technology was absorbed, adapted or Innovated during the last financial year.

2. Benefits derived as a result of the above efforts, e.g, product improvement, cost reduction, product development, import substitution, etc- Not applicable, as no such initiatives in this behalf were undertaken,

3. import of Technology- No technology has been imported during the last financial year.

Foreign Exchange-Earning /Outgo

Company didn't undertake any transaction involving Foreign Exchange.

Statutory Auditors

The Statutory Auditors of the Company M/s B Aggarwal & Co., Chartered Accountants who retire at (he ensuing Annual General Meeting have expressed their willingness to continue as Auditors of the Company.

A consent letter has been received from M/s B Aggarwal & Co„ Chartered Accountants, for its reappointment as Statutory auditors of the company for the financial year 2014-2015 to 2018-2019. A written certificate, to the effect thar the reappointment, if made, will be in accordance with the limits specified In Section 141 and the Companies (Audit and Auditors) Rules. 2014 (including any statutory inodification(s) ot re-enactment thereof, for the time being in force), has also been obtained by the company from the statutory auditors.

Your directors recommend the appointment of M/s B Aggarwal & Co., Chartered Accountants as Statutory Auditors of the Company till the conclusion of next Annual General Meeting for audit of Accounts for the financial year 2014-15.

Secretarial Compliance Certificate

The Secretarial Compliance Certificate for the financial year ending on March 31, 2014 is attached hereto and forms part of this Report. The Board took note of the same.

Book Closure

The transfer books of the company will be closed from September 26, 2014 to September 30, 2014 both days inclusive for purpose of Annual General Meeting dated September 30, 2014.

Internal Control

The Company has adequate internal control procedures commensurate with the size and nature of business. The Board of Directors periodically reviews the audit plans, interna] audit reports, adequacy of internal controls and risk management.

Management Discussion and Analysis Report

A report on industry analysis is attached hereto and forms part of the Directors

Report Corporate Governance

A separate section on Corporate Governance is attached hereto and forms part of this report.

Auditors Report and Notes on Accounts

The observations of the Auditor and Notes on Accounts and the Managements reply with respect io the auditor's remark have been separately attached herewith as addendum to the director's report.

Acknowledgement

Your Directors would like to express their gratitude for timely assistance and cooperation received from Government Authorities, Registrar and Share Transfer Agent Investors, Advisors. Hankers and all other concerns

By order of the Board of Directors For Axis Rail India Limited (formerly known as Gupta Carpels International Limited")

Ranjan Kapoor Director DIN:00479483 Dale: September 02, 2014 Place: Secunderabad


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on 31st March, 2013.

Financial Results

As on 31st March, As on 31st March, ITEM 2013 (in Rs.) 2012 (in Rs.)

Sales and other Income - -

Loss before depreciation and tax -1,494,448.00 -1,377,871.00

Depreciation - -

Loss after tax and depreciation -1,494,448.00 -1,377,871.00

Loss brought forward -94,053,288.14 -92,558,840.14

Balance carried to Balance Sheet -57,042,027.14 -55,547,579.14*



*The Unsecured Loan of Rs. 42,011,261/- from Bank of Maharashtra is settled for Rs. 50,000,000/- in OTS (One Time Settlement) Scheme of the Bank.

Current Business Operations and Future Outlook

The Company is under the process of seeking requisite approvals from the Regulators in respect of its proposed Scheme of Arrangement. The proposed arrangement is aimed at reorganizing the share capital on one hand with the intent to write off certain portion off of accumulated losses and amalgamation, on the other, with the objective of reviving the business operations of the Company.

Directors

At the close of this Financial Year, Mr. Ranjan Kapoor liable to retire by rotation, will retire at the commencement of forthcoming Annual General Meeting and has shown his willingness for being reappointed.

Dividend

There being no profits, your directors regret their inability to recommend any dividend for the Financial Year beginning on 1st April 2012 and ending on 31st March 2013.

Directors Responsibility Statement

As per the requirement of Section 217 (2AA) of the Companies Act 1956, your directors hereby make the following statement:

1. That in the preparation of the accounts for the financial year ended 31''st March, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policiesand and made such judgments and estimates that are reasonable and prudent and applied them consistently so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts of the Company for the Financial Year ended 31''st March, 2013 on a going concern basis.

Deposits

Your Company has not accepted any deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956 read with „Companies (Acceptance of Deposit) Rules 1975''.

Particulars of Employees

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Conservation of Energy

(a) Presently, there being no operations involving energy consumption, measures related to conservation of energy does not apply.

(b) The company has not been operational in the previous financial year, therefore need for additional investment was not felt for reduction of consumption of energy.

(c) The company didn''t undertake any production in the last financial year.

(d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the Schedule thereto – This particular is not applicable on the company as the company is into the business of manufacturing of carpets and hence doesn''t fall under the respective Schedule.

Form of Disclosure of Particulars with respect to Absorption of Technology, Research & Development.

Research & Development

1. Specific areas in which R & D carried out by the company- There was no research and development activity carried out during the financial year.

2. Benefits derived as a result of the above R&D- No benefits were derived, as no R&D was undertaken

3. Future plan of action – The Management of the Company is making necessary roadmap for starting new business operations, i.e., for undertaking projects in the field of rail infra.

4. Expenditure on R & D

No R&D activity was undertaken and hence the bifurcation is not available.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation- No technology was absorbed, adapted or innovated during the last financial year.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc- Not applicable, as no such initiatives in this behalf were undertaken.

3. Import of Technology- No technology has been imported during the last financial year.

Foreign Exchange-Earning /Outgo

Company didn''t undertake any transaction involving Foreign Exchange.

Statutory Auditors

The Statutory Auditors of the Company, „M/s B Aggarwal and Co. , Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible for re-appointment, are proposed to be re-appointed for the Financial Year beginning on 1st April 2013 and ending on 31st March 2014. The auditors have furnished a certificate to this effect that the proposed appointment, if made, will be in accordance with Section 224(1B) of the Companies Act 1956.

Your directors recommend the re-appointment of the Statutory Auditors until the conclusion of next Annual General Meeting.

Secretarial Compliance Certificate

The Secretarial Compliance Certificate for the financial year ending on 31st March 2013 is attached hereto and forms part of this Report. The Board took note of the same.

Book Closure

The transfer books of the company will be closed from 24th September 2013, to 26th September 2013 both days inclusive for purpose of Annual General Meeting dated 30th September 2013

Management Discussion And Analysis Report

A report on industry analysis is attached hereto and forms part of the Directors Report.

Corporate Governance

A separate section on Corporate Governance is attached hereto and forms part of this report.

Material Changes

- Delisting of Equity Shares From Delhi Stock Exchange and Ludhiana Stock Exchange Limited

Apart from BSE, the Equity shares of your company are listed on the Ludhiana Stock Exchange Limited (LSE) and the Delhi Stock Exchange Limited (DSE) , where there is no trading for many years. Neither the Company nor any shareholders are being benefited in any manner due to continued listing as aforesaid. Moreover, the Company is bearing unnecessary cost of getting itself listed on LSE & DSE. Accordingly, the Company has applied for the delisting of Company''s Shares from Delhi Stock Exchange (DSE) and Ludhiana Stock Exchange (LSE) and in this regard, necessary compliances related to delisting of shares have been made with the concerned Stock Exchanges.

Auditors Report and Notes on Accounts

The observations of the Auditor and Notes on Accounts and the Management''s reply with respect to the auditor''s remark have been separately attached herewith as addendum to the director''s report.

Acknowledgement

Your Directors would like to express their gratitude for timely assistance and co operation received from Government Authorities, Registrar and Share Transfer Agent, Investors, Advisors, Bankers and all other concerns.



By order of the Board of Directors



For Axis Rail India Limited

(Formerly known as Gupta Carpets International Limited'')



Sd/-



Ranjan Kapoor

Director

DIN: 00479483



Date: 29th August, 2013

Place: Secunderbad


Mar 31, 2009

The Directors feel pleasure in presenting the Annual Report together with audited accounts of the company for the year ended 31st March, 2009

1. performance: of the company

The Company has suffered a net loss of Rs.24518.13/-during the Financial year under review as compared to loss of Rs. 185621.87/- in the previous year. The company is trying to control its expenditure so that it may come out with better results in the future.

2. CURRENT OPERATIONS AND FUTURE PROSPECTS

Due to continuous recessionary conditions and past losses, the company has not been able to do any significant business. In the current year the signs of recovery are not seen. The company has done nominal trading in textile with the hope that it will be able to significantly develop it in future.

3. DIVIDEND

The directors have not proposed any dividend during the year in view of losses made during the year.

4. DIRECTORATE

Shri Rajesh Gupta director of the company are retiring by rotation at the ensuing annual general meeting and they being eligible for reappointment have offered himself for the same.

5. AUDITORS AND AUDITORS REPORT

The Statutory auditors of the Company M/S M.S. Soand & Co. Chartered Accountants, hold office until the conclusion of ensuing Annual General Meeting. The Company has received letter to the effect that their appointment, if made, would be within the prescribed limits under section 224(1) of the Companies Act. 1956. The comments made by the Auditors in their report are primarily on account of financial difficulties being faced by the company. Due to paucity of fund and due to continuous recessionary conditions and past losses, the company has not been able to do significant business.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed. Also there has been no departure from the accounting standards;

(ii) That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts on a going concern basis.

7. LISTING AGREEMENNT

Pursuant to Clause 32 of the listing Agreement with Stock Exchanges, it is stated that, the company is listed at the Stock Exchange of Ludhiana. New Delhi & Mumbai. The trading of the shares of the company is under suspension for non payment of listing fees, the Company is unable to generate the enough Fund flows after going into red and is currently a sick unit.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate report on Corporate Governance is annexed to Directors Report.

8. AUDIT COMMITTEE

The audit committee comprises of S/Shri Raman Gupta, Rajesh Gupta and Satish Kumar Directors of the Company which meets the requirements of Section 292A of the Companies Act, 1956. The terms of reference were as contained in the Listing Agreement.

9. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company is exempted from rules made under Companies (Disclosure of particulars in the report of Board of Directors) rules 1988 hence Form no. A & B is not given. The company also did non earn or have any outgo of Foreign exchange.

10. INFORMATION UNER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

No employees received salary exceeding the amount mentioned in the above said rules.

11. COMPANY SECRETARIES

M/s Amit Vinayak & Associates. Company Secretaries as Secretary in Whole Time Practice in Compliance of Section 3S3A (I) of the Companies Act. 1956 hold the office up to the date of ensuing Annual General Meeting, the necessary resolution for their reappointment is placed in the notice calling the ensuing Annual General Meeting.

12. SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with the provisions of section 383A (I) of the Companies Act. 1956. a Compliance Certificate from M/s Amit Vinayak & Associates. Company Secretaries Jalandhar is given in the annexure and forms part of this report.

12. APPRECIATION

The company places on record the continue patronage of its shareholders, Government agencies, Bankers, Supplier and Customers of the Company. The company would like to thank its employees for its exceflent performance in their respective duties.

On the Behalf of Board of Directors,

Sd/- Sd/-

Raman Gupta Rajesh Gupta

Place: Amritsar

Dated: 29.08.09


Mar 31, 2008

The Directors feel pleasure in presenting the 25* Annual Report together with audited accounts of the company for the year ended 31st March, 2008

1. FINANCIAL RESULTS

The Financial Results of the company are as under

(Rs.in Lacs)

PARTICULARS 2008 2007

Sales & Others 1.62 1.31

Loss before depreciation and tax 1.85 0.88

Depreciation NIL NIL

Loss after tax and depreciation 1.85 0.88

Loss brought forward 910 910

Balance carried to balance sheet 912 911

2. CURRENT OPERATIONS AND FUTURE PROSPECTS

Due to continuous recessionary conditions and past losses, the company has not been able to do any significant business. In the current year the signs of recovery are not seen. The company has done nominal trading in textile with the hope that it will be able to significantly develop it in future.

3. DIVIDEND

The directors have not proposed any dividend during the year in view of losses made during the year.

4. DIRECTORATE

Shri Raman Gupta director of your company are retiring by rotation at the ensuing annual general meeting and they being eligible for reappointment have offered himself for the same.

5. AUDITORS AND AUDITORS REPORT

The Statutory auditors of the Company M/S Sandeep K. Sharma & Associates, Chartered Accountants, hold office until the conclusion of ensuing Annual General Meeting. The Company has received letter to the effect that their appointment, if made, would be within the prescribed limits under section 224(1) of the Companies Act, 1956. The comments made by the Auditors in their report are primarily on account of financial difficulties being faced by the company. Due to paucity of fund and due to continuous recessionary conditions and past losses, the company has not been able to do significant business.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed. Also there has been no departure from the accounting standards;

(ii) That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts on a going concern basis.

7. LISTING AGREEMENNT

Pursuant to Clause 32 of the listing Agreement with Stock Exchanges, it is stated that, the company is listed at the Stock Exchange of Ludhiana, New Delhi & Mumbai. The trading of the shares of the company is under suspension for non payment of listing fees, the Company is unable to generate the enough Fund flows after going into red and is currently a sick unit.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate report on Corporate Governance is annexed to Directors Report.

8. AUDIT COMMITTEE

The audit committee comprises of S/Shri Raman Gupta, Rajesh Gupta and Satish Verma Directors of the Company which meets the requirements of Section 292A of the Companies Act, 1956. The terms of reference were as contained in the Listing Agreement.

9. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The Company is exempted from rules made under Companies (Disclosure of particulars in the report of Board of Directors) rules 1988 hence Form no. A & B is not given. The company also did not earn or have any outgo of Foreign exchange.

10. INFORMATION UNER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

No employees received salary exceeding the amount mentioned in the above said rules.

11. EMPLOYMENT OF FULL TIME COMPANY SECRETARY

The Company has once again advertised in the Newspaper regarding appointment of Whole time Company Secretary at its Registered office. However, no application for such post received by the Company.

12. APPRECIATION

The company places on record the continue patronage of its shareholders, Government agencies, Bankers, Supplier and Customers of the Company. The company would like to thank its employees for its excellent performance in their respective duties.

On the Behalf of Board of Directors,

Sd/-

Rajesh Gupta Place: Amritsar Raman Gupta

Dated: 29.08.08

 
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