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Directors Report of Kalindee Rail Nirman (Engineers) Ltd.

Mar 31, 2016

DIRECTORS'' REPORT 2015-16

Dear Members

The Directors have pleasure in presenting the 32nd Operational Annual Report of the Company along with the Audited Financial Statements of the company for the year ended 31st March, 2016.

OPERATIONS

The revenue from operations continued to grow at a healthy rate and has now touched a figure of Rs.372 crores which on year-to-year basis has increased by 20% and comparing to the performance of orders book, the growth is nearly 50%. This growth is better than the average growth in the business sector. The gist of financial performance is enumerated as hereunder :

Turnover

Financial year

2011-12

2012-13

2013-14

2014-15

2015-16

Amount (Rs. In lakhs)

24,433.11

25,722.21

25,398.53

30,852.05

37,226.97

Results (Rs. In Lakhs)

Particulars

Year ended 31st March

2016

2015

Profit before finance cost, depreciation, exceptional items and tax

3,780.90

2,755.08

Less: Finance Cost

3,460.00

2,371.84

Profit/Loss before deprecation, exceptional items and tax

320.90

383.24

Less: Depreciation

208.68

180.30

Profit/ Loss before exceptional items and tax

112.22

202.94

Add: Amount transferred from Profit & Loss A/c

5,477.21

-

Less: Exceptional items

5,477.21

1,621.05

Profit/ (Loss) before tax

112.22

(1,418.11)

Less: Tax expenses/ (income)

25.76

(445.03)

Profit/ (Loss) after taxation

86.46

(973.08)

Your Company has earned a profit though insignificant, yet same is an indicator that the progress of the Company is in the right direction and the coming years should be better.

As on 31st March, 2016, your Company has an executable order backlog of Rs. 1500 crores with an identified order pipeline of another Rs. 500 crores. This will ensure better revenue generation which in turn will improve the profitability of the operations. The Company has significant orders extending almost entire country covering all facets of railway constructions.

MANAGEMENT DISCUSSION AND ANALYSIS

The year 2015-16 will be considered a watershed in the history of Kalindee due to award of single largest signaling and telecommunication contract in Indian railway sector. The contract awarded to a consortium of Hitachi, Mitsui and Texmaco has Kalindee as a specialized sub-contractor for the erection & commissioning activity. The execution of this contract will propel Kalindee into the front-line of major EPC players in the railway sector. This is also likely to open further growth opportunities not only in India but also in other global markets.

The Management Discussion and Analysis Report and Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

OPPORTUNITIES

Your Company has started pursuing overseas opportunities. Specific business opportunities have been identified in countries like Saudi Arabia, Kuwait, Qatar, Bangladesh, Sri Lanka and Thailand. The proposed investment by Indian Government in Chabahar Port, Iran will also present significant business opportunities.

Technology tie-ups with various world leaders will further strengthen the Company''s position in both existing as well as emerging markets.

IT INITIATIVE

Your Company is successfully running operations on a company - wide ERP system which is ensuring process of efficient and timely data management which in turn has enabled effective decision making.

IT based systems covering HR & Administrative functions have also improved employee management. The company is now intending to set up own IT infrastructure to host various IT functions.

BUSINESS SCENARIO

Indian economy has now become the fastest growing economy in the world and the railway systems are at the fore - front of all these growth. This reflects that the GDP will continue to grow @ 8 %. Significant initiatives in speeding up various railway projects is creating a new paradigm in award of contracts. It is expected that Zonal Railways will look for awarding large value contract on a turn-key EPC basis rather than the present system of small to medium range item based contracts. Such a system will substantially increase the customer base for your Company and thus afford more opportunities

Additional investment envisaged in port - connectivity, Konkan Railway, Metro Projects in both B & C tier Cities will also present significant business opportunities.

HUMAN RELATIONS

We have been constantly adding quality man-power in line with various contractual requirements. A performance based reward system was implemented in the previous year. Brief training programme on developing soft skills was provided to 150 executives over the financial year. Selected candidates were also sponsored for various knowledge and skill based development programmes.

DIVIDEND

Your Board is not in a position to recommend dividend for the financial year under review in view of non availability of suitable profits from current years operations. The move will help your Company to consolidate the financial position of the Company.

FUTURE OUTLOOK

As envisaged in the Business Scenario and implementation of the initiative which are underway, the company expect higher orders in domestic market and significant orders in international market.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

Texmaco Rail & Engineering Limited, is the holding company of your Company. Your Company do not have any Subsidiary and /or Associate Company.

DEPOSIT

During the year, the Company has not accepted any Deposits under the Companies Act, 2013. There are no unclaimed deposits as on March 31, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, your Company has not given any guarantee, loans or provided any security, hence there is nothing required to be furnished on this count.

AUDIT COMMITTEE AND AUDITORS

Audit Committee

The composition and other nuances of the Audit Committee is provided in the Report on Corporate Governance as attached to the Directors'' Report and should be read as integral part of the Annual Report.

Statutory Auditors:

The Company''s Statutory Auditors M/s.S S Kothari Mehta and Co., Chartered Accountants (ICAI Firm Registration No. 000756N), New Delhi requires resolution for ratification of appointment in view of their appointment being carried out by members at the AGM for year ended 31.03.2014, which was effected for a period of 5 years as required pursuant to applicable provisions.

The said firm being eligible and expressing willingness for continuing as such their appointment by way of ratification is proposed for consideration and approval as such by members in ensuing AGM.

Your Board is in receipt of certificate from the Statutory Auditors to the effect that they are eligible for continuing as Statutory Auditors under the applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended, time to time.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board had appointed M/s. Jatin Gupta & Associates, New Delhi a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is attached as Annexure A.

The Statutory Auditors'' Report and the Secretarial Auditor'' Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer. Your Board will decide for Secretarial Audit for ensuing year in time to come including name of Secretarial Auditors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, your Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Pursuant to the requirements under Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, your Board hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the Profit of the Company for the year ended as on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a “going concern” basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and the such internal financial controls are considered adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that systems are considered adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has ended the last FY in losses, hence the only criteria applicable to Company is constitution of CSR Committee and CSR Policy, spending is not supported by the financials of your Company. Despite this, your company understands its responsibility and has indulged in various CSR initiatives performed at ''Adventz'' level. Keeping in view of the fact that 80% of its employees are located in remote project sites, individual project teams are engaged in implementing various CSR projects like -

a) Water conservations

b) Solar energy utilization

c) Using LED lights

d) Training local resources in relevant skill developments

The company thus endeavors to add significant value to the society and the environment at its work places.

The Committee has formulated the CSR policy pursuant to Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and your Board has adopted same as its CSR policy.

Your Board has strived hard each time to support the locals and environment including flora and fauna in its endeavor. The other relevant disclosures required in terms of applicable provisions are enumerated as hereunder:

Composition

The CSR and Sustainability Committee presently comprises of three directors, one of whom Mr. Shanti Narain, Independent Director is Chairman of the Committee.

The names of the members of the CSR and Sustainability Committee, including its Chairman, are provided under the section ''Board of Directors and Committees'' in the Report and Accounts.

Meetings and Attendance Details of CSR Committee Meetings during the financial year

Despite no allocable surplus, one meeting of CSR Committee was convened on 4th February, 2016. The CSR policy stands uploaded on the company’s website: www.kalindee.net & Annual Report on CSR is enclosed as Annexure B.

RELATED PARTY TRANSACTION:

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review specifying the nature, value and terms and conditions of the transactions.

Your Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website

Details of the transactions with Related Parties are provided in the accompanying financial statements.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

Your Company has proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The system is commensurate with the size and nature of operations of the Company.

Your Company also has in place a Risk Management Policy, pursuant to Section 134 of the Act. This Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage. It also describes the risk management approach across the enterprise at various levels.

Major risks identified by business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators.

The Company has laid down procedures to inform the Audit Committee as well as the Board about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks. The Internal Audit team is responsible for coordinating with various heads of Departments with respect to risk identification, assessment, analysis and mitigation. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are also covered as part of the annual risk based audit plan.

Your Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

DIRECTORS

The Board of Directors (the Board), an apex body formed by the shareholders, serve and protect the overall interests of stakeholders; provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness.

The Board represents an optimum mix of professionalism, knowledge and experience. As on 31st March, 2016, the total strength of the Board was 11 (Eleven) directors. No directors are member of more than ten committees or chairman of more than five committee across in all companies in which they are directors. The Company has benefited from the professional expertise of the Independent Directors.

Your Board confirms that company has Nomination and Remuneration Committee (N & R Committee) in its place, yet considering no director on Board of your Company drawing any remuneration, there was no need to hold a separate meeting of said committee, except when Mr. Mohan Kumar Mysore Subbanna was appointed as Executive Director as on 4th February, 2016 whereupon said Committee duly met, considered and approved said appointment by way of recommendation to Board. The policy on directors'' appointment and remuneration exists which include entire gamut of coverage as prescribed pursuant to Section 178 of the Companies Act, 2013 i.e. criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178.

Appointment, Resignation and Retirement of Directors

Furthermore Mr. Sandeep Fuller and Mr. Varun Bharthuar, Directors are liable to retire by rotation at the Annual General Meeting and being eligible, offer themselves for re - appointment. Your directors recommend their re - appointment at the ensuing Annual General Meeting in the overall interest of the Company.

Also, Mr. Mohan Kumar Mysore Subbanna, COO of the Company was appointed as Additional Director on 04.02.2016 consequent upon intent of Texmaco Rail & Engineering Limited to appoint him as Director on the Board. On account of applicability of provisions of Section 160 & 161 of the Companies Act, 2013 the tenure of person acting as additional director shall come to an end on the date of ensuing AGM. Accordingly his candidature has been considered as Special Business in notice convening AGM for FY ended 31.03.2016.

The brief resume of Directors retiring by rotation and seeking re - appointment along with director whose candidature is been considered in ensuing AGM is appended in the notice for calling Annual General Meeting.

Your directors recommend their re - appointment and candidature at ensuing Annual General Meeting in the overall interest of the Company.

During the year, Mr. Vikram Singhal resigned as a Non - Executive and Non - Independent Director of the Company. The Board would like to place on record its appreciation for the contribution made by Mr. Singhal while he was on the Board.

Mr. Prakash Chandra Kejriwal was appointed as CFO of the Company in view of resignation by erstwhile CFO i.e. Mr. Vikas Jain. There has been no other change in key managerial personal during the year.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Directors, Board diversity, and definition of independence, Director''s term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors remuneration, Code of Conduct, Board Effectiveness, Review and Mandates of Board Committees.

Annual Evaluation of Board Performance and Performance of its Committees and Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance Evaluation process for the Board, its Committees and Directors. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board / Committee Meetings. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non Independent Directors was carried out by Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The Remuneration Policy is attached as Annexure C.

DISCLOSURES:

Significant & Material Orders Passed by the Regulators

During the year no significant and material orders has been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. Hence there is nothing to be stated on this count.

Particulars of Employees and related disclosures

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure D.

The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

None of the employees listed in the said Annexure is related to any Director of the Company.

Policy on Prevention, Prohibition and Reddressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Reddressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Reddressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

Other items

No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. Details relating to deposit and unclaimed deposits or interest thereon.

2. Issue of equity shares with differential rights as to dividend or voting.

3. Issue of shares (including sweat equity shares) and Employee Stock Option Scheme of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company''s operation in future.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website at. www.kalindee.net

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, required to be made pursuant to section 134(3) (m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure E and forms part of this report.

ABSTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is annexed here with as Annexure F.

CHANGES IN SHARE CAPITAL

The Company has not issued any Equity Shares during the year under review. During the year under review the Company has neither issued shares in general and nor with differential voting rights or granted stock options or sweat equity and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2016, none of the Directors of the Company hold convertible instruments.

TAKE NOTE OF CORPORATE GOVERNANCE REPORT

The Corporate Governance report as certified by M/s. S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi being the Statutory Auditors of the Company is also enclosed and should be read as part and parcel of present Annual Report including management report on Corporate Governance, Management Discussion and Analysis Report.

A separate section on Corporate Governance is attached as a separate Annexure and forms a part of this report.

A certificate from Chartered Accountants regarding compliance of the conditions of Corporate Governance as stipulated under LODR with stock exchanges is attached as a separate Annexure and forms a part of this report.

A certificate from the Managing Director that all board members and senior management personnel have affirmed compliance with the code of conduct for the year ended March 31, 2016 is attached as a separate Annexure and forms a part of this report.

CEO / CFO certificate is attached as a separate Annexure and forms a part of this report.

EMPHASIS OF MATTER

Statutory auditors had drawn attention of Board to note no. 3 of their report that the Company has withdrawn Rs. 5477.21 lacs from balance of statement of profit & loss. There is no specific accounting treatment prescribed in the Accounting Standards and the Companies Act, 2013 but the Company has transferred the amount based on an expert opinion obtained. However, the Statutory Auditors report is not qualified in respect of this matter.

Accordingly, the Board approved the below stated reply for the Emphasis of matter given by the auditors :

Post the takeover of Company by Texmaco, it has brought in Standard and prudent accounting and business practices in the system to have better control over the financials of the Company. As a part of such standard and prudent process, the Company has initiated the process of balance confirmations and account reconciliation of all trade receivables even without insistence of auditors in the regard.

The Company has reconciled majority of its trade receivables / loans and advances. Pursuant to such reconciliation, the company has made a provision for doubtful debts of Rs. 5477.21 lacs in statement of profit & loss for the year ended 31stMarch, 2016. Considering these trade receivables / loans and advances as past due, an equivalent amount has been transferred from surplus in statement of profit & loss of the earlier years. This transfer to the statement of profit and loss is based on an expert opinion obtained by the Company. As the aforesaid accounting adjustments pertain to past due, it has been disclosed as an exceptional item.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copies of the notice of the AGM are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services:

Continued drive is being made to develop new export markets in the field of Railway EPC.

b) Total foreign exchange used and earned:

Used: Rs. 1.66 Lacs

Earned: Rs. NIL Lacs

MAJOR EVENT Scheme of Amalgamation

Your company is undergoing amalgamation process which entails your Company to get merged with Texmaco Rail & Engineering Limited (Texmaco). The merger scheme of Kalindee with Texmaco has been approved by the Hon''ble High Court, Calcutta vide its order dated 26th February 2016. The approval of the Hon''ble High Court, Delhi, where the Kalindee''s Registered Office is located, is still awaited.

Cash Flow Analysis

As stipulated, the financial statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereof form part of the Annual Report.

Dematerialization of Equity Shares

Your company is in agreement with CDSL & NSDL for dematerialization and Company''s ISIN Number is INE178D01010. The company has already appointed M/s MCS Share Transfer Agent Ltd. as its Registrar and Share Transfer Agent, for handling requests related to demat as well as for physical transfer of equity shares and other related issues of the Company.

ACKNOWLEDGMENTS

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators.

On behalf of the Board of Directors, We would like to convey to our Hon''ble members that over the years your deep and abiding trust and invaluable support has enabled us to continuously improve our performance despite extremely challenging time in the recent past where in sourcing raw materials / components at competitive prices have become an arduous task and further hope they will continue to give their support in full spirit in the year to come.

For and on behalf of the Board

Sd/- Sd/-

Date: 23.07.2016 Hemant Kumar Sandeep Fuller

Place: Gurgoan Director Managing Director


Mar 31, 2015

The year 2014-15 can be termed as a year where there is a paradigm shift in Governance opening multiple windows of opportunity. With a strong Central Government, the Indian Economy in 2014-15 has emerged as one of the largest economies with a promising economic outlook on the back of controlled inflation, rise in domestic demand, increase in investments, decline in oil prices and reform among others. In order to take advantage of this upswing, your Company is focusing on the following areas:

I) Operations

After having about Rs. 250 crores turnover which was seen in the last decade, there has been a perceptible growth during 2014-15. The turnover has jumped to Rs 308.5 Crores, an increase of nearly 20%. Table below gives the turnover of the last five years which corroborates the stand of your management:

Financial year 2010-11 2011-12 2012-13 2013-14 2014-15

Amount (Rs in lacs) 22,964.25 24,433.11 25,722.21 25,398.53 30,852.05

Particulars Year ended 31st March

2015 2014

Profit before interest (finance cost), depreciation, exceptional items and tax 2,755.07 830.52

Less: Finance costs 2,371.84 1,799.81

Profit/(Loss) before depreciation, exceptional items and tax 383.24 (969.28)

Less: Depreciation 180.30 150.73

Profit/(Loss) before exceptional items and tax 202.94 (1,120.01)

Less: Exceptional items 1,621.05 -

Profit/(Loss) before tax (1,418.11) (1,120.01)

Less: Tax expense/(income) (445.03) (409.45)

Profit/(Loss) after taxation (973.07) (710.56)

(Rs in lacs)

Your Company also turned the corner in terms of achieving operating profit. However, PAT continues to be depressed on account of higher interest burden and exceptional items. The liquidity position has been unchanged over the last year.

During the year, your Company has secured two large orders in consortium with JV partners for Rs 455 crores wherein your Company's share is Rs 228 Crores. The said contracts will improve the bottom-line of your Company.

In view of healthy order book position management expect significant growth in the top line and subsequent improvement in the bottom line for the coming financial year. Company's order book as on 31st March 2015 stood as Rs 1436 crores. The contracts predominantly relate to -

-Supply, installation, testing and commissioning of ballast less track in elevated and underground sections, and

-Construction of Road Bed, Bridges, Platform, Signaling & Telecommunication work, Installation of Track etc.

I) Opportunities

Your company has started actively pursuing diverse business opportunities both in India and abroad. Some of the significant forays include:

a) Signaling and telecom projects for Western DFC.

b) Signaling and telecom projects for Eastern DFC.

c) Track and Signaling projects in foreign countries like Oman, Bangladesh, Thailand etc Your Company is hopeful of achieving success in other initiatives also. This widened port-folio will establish Kalindee as a premier infrastructure/construction company in railway sector.

II) IT Initiative

In order to be able to handle large diverse projects, major efforts were undertaken to augment IT Infrastructure wherein the company has established dedicated secure servers, robust e-mail system & pass-word protected file sharing services.

Your Company has also provided robust fire-wall and anti-virus systems to control threats from external sources.

Your company has successfully implemented SAP R3 ERP system for seamless integration of operations, finance, project management and accounting functions which is expected to have far reaching positive impact on the performance. Through this system, all major site offices are able to access their data and work on line thereby reducing paperwork.

All employees have been covered under network based pay-roll, expense management and leave management systems, which will go a long way in reducing administrative cost and provide better services to employees.

Business Scenario : Outlook and Opportunities

The macroeconomic situation in India has shown signs of improvement during the current year. Acceleration in services and manufacturing growth in the face of subdued global demand conditions point to the strengthening of domestic demand. In the light of Government's commitment to reforms, the outlook for domestic macroeconomic parameters is generally optimistic and a growth of around 8.50% is in the realm of possibility in 2015-16.

Railway Budget 2015 has been a forward looking and futuristic budget wherein there is a concrete vision for technology up-gradation and modernization of Indian Railways. The focus on up gradation of infrastructure and creating capacity has been the key direction of the budget. This augurs well for your company which is involved in such capacity, augmentation projects and could be a game changer.

The major focus areas as announced in the Railway Budget where your company foresee tremendous growth opportunities for your company going forward and are stated as hereunder :-

a) Focus on doubling and tripling of the existing rail network to decongest the over utilized network

b) Domestic investments and FDI in rail infrastructure

c) Setting up of Diamond Quadrilateral Network of High Speed Rail connecting major metros and growth centers of the country.

d) Setting up Private freight terminals on PPP model to develop network of freight terminals

e) Measures for improving safety and security Human Relations

Significant steps have been taken to improve the quality and consistency of the employees' performance

a) The performance appraisal system has been implemented which includes objective setting exercise with quarterly appraisal

b) Senior Management team were offered an in-campus training at IIM, Noida Campus on "Contract Law and Management"

c) Restarted the process of recruiting meritorious young engineers in the category of Diploma Engineering Trainees and Graduate Engineering Trainees. These Engineers are expected to grow into a robust organization and prove their mettle for betterment of organization.

DIVIDEND

Your Directors are not in a position to recommend dividend for the financial year under review in view of non availability of suitable profits from current years operations coupled with a view to consolidate the financial position of the Company.

FUTURE OUTLOOK

The Government is committed to increase its spending on Infrastructure boost business within and outside the country. This includes improvement in Railways Infrastructure where your company has a strong presence. Your Company has taken suitable measures to position itself take benefits from the said move of Government-Performance therefore enhancing-systems have been introduced to get better acceptability of your Company in domestic and international market

Corporate Social Responsibility

Social responsibility is the core value of the Company. Your Company belongs to the Prestigious Advents Group who are instrumental in devising and implementing various policies towards CSR across the group, to mitigate the negative environmental and social impacts in executing new projects, as well as, the existing ones.

It is well appreciated in the Company that uncontrolled use of natural resources such as water and energy has led to irreversible damages to the environment, which has affected life and well-being of the future generations including various species as well. It has accordingly undertaken several initiatives to conserve water at each of its work locations and exercise extra precautions in discharge of effluents in environment as the case may be.

The new provisions as enunciated under Companies Act, 2013 warrant your Company to contribute to the cause of CSR. Considering the financial strength of your Company, accordingly the contribution required statutorily, may fall short of actual spending.

Pursuant to provisions of Section 134 (3) (o) and 135 of the Companies Act, 2013, your management has strived hard each time to support the locals and environment including flora and fauna in its endeavor.

The CSR has been scrupulously followed with / without variance in actual/intended spending.

DIRECTORS

The Board of Directors (the Board), an apex body formed by the shareholders, serve and protect the overall interests of stakeholders; provide and evaluate the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness.

The Board represents an optimum mix of professionalism, knowledge and experience. As on 31st March 2015, the total strength of the Board was 7 (seven) directors including five independent directors. No directors are member of more than ten committees or chairman of more than five committee across all companies in which they are directors. The independent directors include Ms.Akella Rajalakshmi Venkateshwar who was appointed on 31.3.2015 as a women director.

The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Furthermore Mr. Sandeep Fuller and Mr. Hemant Kumar, Directors are liable to retire by rotation at the Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their re-appointment at the ensuing Annual General Meeting in the overall interest of the Company.

Mr. Varun Bharthuar, Mr. D C Mitra, Mr. Vikram Singhal and Mr. P K Gandhi have been appointed as additional directors consequent upon intent of Tex maco Rail & Engineering Limited to appoint them as Director on the Board as a matter of broad basing the Board and improving cross functionality On account of applicability of provisions of Section 160 & 161 of the Companies Act, 2013 the tenure of persons acting as additional director shall come to an end on the date of ensuing AGM, accordingly their candidature is been considered as Special Business in notice convening AGM for FY ended 31.03.2015.

The brief resume of Directors retiring by rotation and seeking re-appointment along with directors whose candidature are been considered in ensuing AGM is appended in the notice for calling Annual General Meeting.

The Board would like to place on record its appreciation for the contributions made by these directors while they were on the Board

DIRECTORS' RESPONSIBILITY STATEMENT

Your Board confirms consequent upon provisions of Section 134 of the Companies Act, 2013 that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Explanation.—For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

For Kalindee Rail Nirman (Engineers) Limited

BY ORDER OF THE BOARD

Sd/- Sd/-

HEMANT KUMAR Shanti Narain

Director Chairman & Director

DIN: 03599801 DIN: 00233438

Date: 31st August, 2015

Place : Gurgaon


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 30th Annual Report along with the Annual Accounts of the company for the year ended 31st March, 2014.

At the outset, the Board of Directors expresses deep sorrow at the sad demise in January 2014 of Mr. R D Sharma, the founder Chairman cum Managing Director of the Company. He had formed the organisation from scratch and was regarded as a pioneer in the industry. The Board sincerely acknowledges his contribution to the Company & the Industry, and will strive to take his vision forward. It will endeavor to develop and position Kalindee as a strong Indian EPC company in the Railway Sector. This would be the rightful tribute to him.

FINANCIAL RESULTS

(Rs.in lacs) Particulars Year ended Year ended 31st March, 2014 31st March,2013

( a )Operating Profit (PBIDT) 310.90 2765.14

( b ) Less : Interest 1280.18 1387.32

( c ) Gross profit (PBDT) ( a - b ) (969.28) 1377.82

Less Depreciation (150.73) 155.99

Profit before Taxation (1120.01) 1221.83 Add/(Less): Provision for Taxation:

Current Tax (Net) 396.27

Deferred Tax liability / ( Assets ) (409.45) 16.12

Profit after taxation (710.56 ) 809.44

During the year under review, the general market conditions continued to be difficult owing to postponement of investment in infrastructure projects on account of slowdown in economy. Your company too did not remain unaffected by this and suffered losses and required infusion of capital. At this stage on the initiation of the Directors, Texmaco Rail & Engineering Limited, Kolkata of Adventz group, a leading rail engineering and manufacturing company came forward to support, and subscribed to the capital of the Company resulting in a big relief in the operations. Subsequently, post an open offer process, Texmaco acquired 49.07% stake in the company (including shares acquired from the promoters).

Texmaco is now extending active support in the operations of the company w.e.f. 27th December 2013, and the company has since been able to achieve substantial improvements as reflected in the working of the Q4 of the year 2013-14. In spite of a downturn in the overall economy and lower infrastructure spending in Rail Sector, your company made a steady advance in Railway Construction Industry and bagged orders worth Rs. 378 Crores during the year.

Two prestigious projects were awarded to the Company by Delhi Metro on successful timely execution of their earlier packages. These were for the ballastless track work of Janpath - Mandi House section & Mandi House - ITO section, all high profile jobs. The two were completed timely and received appreciation of DMRC.

The Company attained a turnover of INR 101 Cr and net profit s of INR 12.64 Cr in Q4, against turnover of INR 154 Cr and net loss of INR 19.75 Cr reported in first 3 quarters, QI - Q3, of the year under review. The total turnover for the year thus stood at INR 254 Cr. as compared to INR 257 crores during the previous year.

The Railway market for EPC in India is maturing. The recent announcement of the opening of FDI in the Rail sector is attracting leading multinationals. With projects like Dedicated Freight Corridor under construction, the EPC market will grow in a big way. Your company with an established track record of timely project delivery has to move fast to position itself to avail of the huge opportunities. Your Company would, of course, need to reinforce its resources in terms of highly professional management, skilled manpower and strong finances to de-risk the successful handling of large value and complex projects.

The merger proposal with the Promoter Company, Texmaco Rail & Engineering Limited, is a right step in this direction. With the backup and support of the Promoters, the company expects to foray into the Global EPC market for Railways.

It would be a consistent effort of the Management to earn recognition as the most admired company in the field of Railway Infrastructure and thereby enhancing stakeholders'' value through innovation, operational excellence and sustainability.

DIVIDEND

In view of the loss suffered during the year, your Directors do not propose to declare any dividend for the year.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The new Government at the Centre after the general elections concluded in May this year has revived expectations for faster growth in economy, which has been sluggish for the last couple of years.

Infrastructure sector is the focus area of the new Government. In order to augment low cost funds from outside India, a reduced tax of 5% was also doled out in the erstwhile budget to foreign investors providing debt to key infrastructure projects such as aviation etc.

There is a special emphasis laid on the development of Rail Sector. The announcements pertaining to faster implementation of Dedicated Freight Corridors, Port and Coal connectivity projects augur well for the future of your company. The Management is also exploring all opportunities to enter the export market which is expected to yield positive results for the Company.

At the close of the year, your company had a comfortable order book at Rs.1400 Crore.

BUSINESS SCENARIO: OUTLOOK AND OPPORTUNITIES

In keeping with its aspirations for growth, the company intends to invest in new technologies and ventures to deliver long-term objectives and create value for its various stakeholders.

Foreign Direct Investments (FDI) in the Railway Sector will throw up new opportunities for your company to be involved in developing competencies in line with international practices. This will also help your company to penetrate in International markets in due course.

Your company has initiated aggressive cost control measures in the areas of raw material procurement, power, fuel etc. Senior Level cross functional teams have been instituted to monitor and implement the above. The Company remains cautiously optimistic in its outlook, and expects to be well positioned, maintaining its competitive ability in the various growth segments.

Change of Promoter Group

There was an attempt of hostile takeover bid for the Company during the year under review. In view of said potential threat your Company raised capital by way of preferential allotment of 41,10,400 no. equity shares to M/s Texmaco Rail & Engineering Ltd (Texmaco). Post-acquisition of the then promoter group shares and conclusion of an open offer by Texmaco and the other hostile bidder, Texmaco become the promoters of the Company with effect from December 2013.

Texmaco is a renowned name in railway sector and is Group Company of Adventz group. The association of Texmaco, is intended to act as a catalyst and game changer for the fortune of stakeholders of Kalindee.

With new management and Texmaco''s technical strength and its existing large customer portfolio across various segments of Railway and Infrastructure sector, your company is expected to continue its robust journey towards progress and growth.

Opportunities and Threats

With the thrust in development of infrastructure in the Rail sector, there are exciting opportunities for your company in the technically complex railway systems, such as Signaling and Ballastless track. Your company is re-training its manpower to upgrade the skill levels in order to participate, win and execute technologically challenging upcoming projects in the field.

With opening up of the sector to FDIs, there will be new technologies coming into the market. The company will be faced with the challenge to position itself to get into these technologically intensive fields successfully, imbibe the technology and ascend to become a technology major.

Human Relations

The Company sees relationship with the its employees as critical to it''s future growth. It has to manage the change by creating a congenial vibrant working environment atmosphere for individual growth, creativity and dedicated participation in organizational development. In-house and external training programmes are arranged for the employees at all levels, encompassing simulator based trainings, workshops & conferences etc. This would help promote a professional and productive culture by a blend of technology and high skills.

In view of the substantial operations of the company in the highly technical field of Railway Signaling, a special induction programme has been organized to train youngsters in this field where your company has been a pioneer and market leader. An essential part of managing human resources is ensuring high employee retention levels with excellent workmanship and application. The company has got one of the best retention profiles in the industry.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility is the core value of the Company. There is an effective plan developed by the company to mitigate the negative environmental and social impacts in executing new projects, as well as, the existing ones.

It is well appreciated in the Company that uncontrolled use of natural resources such as water and energy has led to irreversible damages to the environment, which has affected life and well-being of the future generations including various species as well. It has accordingly undertaken several initiatives to conserve water at each of its work locations and exercise extra precautions in discharge of effluents in environment as the case may be.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Director state:

(a) That in the preparation of the annual accounts, applicable accounting standards were followed along with proper explanation relating to material departures, and the notes in the Auditors Report in this regard are self-explanatory;

(b) That such accounting policies were selected and applied consistently and judgments and estimates made 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;

(c) That proper and sufficient care was taken to maintain 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;

(d) That the annual Accounts were prepared on a "going concern basis".

Green Initiatives

Your Company aims to start a sustainability initiative with the aim of going green and minimizing the impact on environment. Your Company is therefore, proposing to send Annual Report,, Notices etc. through e-mails to the Shareholders, whose e-mail IDs are registered with their Depository Participants with effect from 01.10.2014 In case a Shareholder wishes to receive a printed copy, he/she may please send a request to the Company, which will send a printed copy of the Annual Report/Notices etc. to the Shareholder. Members are requested to support this initiative by registering / updating their email addresses for receiving Annual Report, Notices etc. through e-mail.

Particulars of Employees

The number of employees as at 31st March, 2014 was 419. Since none of the employee is drawing remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies ( particulars of employees ) Rules 1975 , the disclosure of information is NIL.

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

( a ) Energy conservation measures taken :

Major energy conservation measures have been carried out via usage of more sophisticated machinery which can do higher value of work in lesser time and thereby reducing the requirement of equipment and also maximize savings in two specific areas:

* Electric Energy

* Fuel oil consumption

In our industry 99% equipment are powered by either electrical motor or by fuel oil powered engines. Since most of our work is carried out in remote locations and is subject to harsh environmental conditions, the rate of depreciation is very high. Energy efficiency is ensured thorough well planned actions such as good quality preventive maintenance, machinery up gradation, modernization and introduction of sophisticated and better control system. Fuel oil consumption has been reduced by implementing various preventive maintenance measures and introducing new efficient engines coupled with newer machines and reducing idle running of equipment.

( b ) Additional investment and proposals , if any , being implemented for reduction of consumption of energy:

Continuous additional investments are made in phases to replace older machinery with more sophisticated and more fuel efficient ones. The replacement theory is applied in repairs and renewals where good quality genuine spares are used to provide best service performance with least wastage of resources like oil and energy.

( c ) Impact of the measures ( a ) and ( b ) for reduction of energy consumption and consequent impact on the cost of production :

The company has been able to reduce electrical energy and fuel oil consumption. Though it is not possible to quantify the impact, the measures are expected to result in considerable savings.

Foreign Exchange Earnings and Outgo

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services:

Continued drive is being made to increase exports and to develop new export markets in the field of Railway EPC.

Shri Hemant Kumar has been appointed as additional Director of the company w.e.f 27.12.2013, Shri Sandeep Fuller has been appointed as Managing Director of the company w.e.f 07.02.2014.

Mr. Ram Dayal Sharma, erstwhile CMD of the Company met with an accident and passed awauy on 18th January, 2014. Further Smt. Kalpana Gemini and Smt. Sunita Gemini, Directors of the company resigned from their positions w.e.f 27.12.2013. Besides this no other change in Directorship has happened in the Company during the year under report.

Statutory Auditors

M/s Amit Goyal & Co., Chartered Accountants, Jaipur, the retiring Auditors, are not being reappointed and accordingly based on the recommendation of Audit Committee alongwith Special Notice received by M/s Texmaco, M/s S.S.Kothari Mehta & Co., Chartered Accountants, New Delhi are proposed to be appointed as Statutory Auditors of the Company for a period of 5 years.

Subsidiaries

Your Company does not have any subsidiary Cash Flow Analysis

As stipulated in clause 32 of the listing agreement, the consolidated financial statements were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditors Report thereof form part of the Annual Report.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and the cooperation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For Kalindee Rail Nirman (Engineers) Limited

Dated : October 13, 2014 By order of the Board of Directors Place : Gurgaon

Sd/- Sd/- Hemant Kumar Shanti Narain Director Chairman & Director DIN : 03599801 DIN : 00233438


Mar 31, 2013

Dear Members,

The Directors present herewith 29th Annual Report on the business and operations of the company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

Financial Results 2012 – 2013 2011 – 2012

Profit before Interest, Taxation and Depreciation 276,514,48 234,457,886

Less : Depreciation 15,599,541 15,385,603

Less : Interest 138,731,700 104,719,836

Less : Exceptional Item - -

Add / (Less) : Provision for Taxation: Current Tax (Net) 39,626,723 36,186,716

Deferred Tax 1,612,042 1,347,391

Prior period taxes - (-) (6,645)

Net Profit for the year 80,944,474 76,824,984

1. REVIEW OF OPERATIONS

The company is projecting a better growth in the total sales turnover in the financial year 2013-14.

2. DIVIDEND

In view of the company's Business plan for the ensuing year, your Directors do not propose to declare any dividend for this year too.

3. OUTLOOK & YEAR IN RETROSPECT / PERFORMANCE

During the financial year 2012-13, the global economic environment was on a slow growth path. There were signs of faster growth in certain geographies, primarily in the emerging markets. The prevailing uncertainties were challenging, which called for much higher level of efficiency and preparedness for participants in the market. Amidst uncertainty your company was able to solicit considerable projects and is pleased to state that the present order position of the company is so robust that was never ever in the past. In view of same your Board is of the view that coming years should be more promising and the fortune of your company might change.

On the operational and strategic front your Board is concerned about ongoing open offer as tendered in by M/s Jupiter Metal, an Om Kothari group company, an entity headquartered at Jaipur to acquire controlling stake in your company. Accordingly a public announcement to the effect as required in terms of applicable guidelines has been made by the latter whereby close to 30 % of capital is intended to be acquired by said acquirer. In view of said potential threat your management has signed Share Purchase Agreement for 19,37,960 no. of shares (constituting promoters holding) for transfer to M/s Texmaco Rail & Engineering Ltd., Kolkata and also issued and alloted by way of preferential allotment 41,10,400 no. of equity shares to them.

Above all we expect a better growth in order-booking and sales during FY14 on the back of the last two year's intensive marketing efforts and government's commitment towards infrastructure spending.

NEW PROJECTS:

During 2012-13, your company secured following new major projects:

a) Construction of New Railway Doubling Track at Bhigwan Mohal Section (127.14 kms) in Sholapur division of Central Railway in the state of Maharashtra by Rail Vikas Niagam Limited, New Delhi.

b) Construction of New Railway Doubling Track at Rani-Keshavganj (59.5 kms) in Ajmer division of North Western Railway in the state of Rajasthan by Rail Vikas Nigam Limited, New Delhi.

c) Gauge Conversion of metre gauge track between Luknow & Pilibhit in Lucknow and Izatnagar division of North Eastern Railway, Uttar Pradesh by Rail Vikas Nigam Limited, New Delhi.

d) Construction of new metro track: installation of third rail from Salt Lake, sector 5 to Howrah Maidan including Central Park Depot awarded by Kolkata Metro Rail Corporation, Kolkata.

The Gross sales and other income for the financial year under review were Rs. 260.68 crores as against Rs. 246.99 crores for the previous financial year registering an increase of 5.54 %. Similarly the profit before tax was Rs. 12.21 crores and the profit after tax was Rs. 8.09 crores for the financial year under review as against Rs. 11.43 crores and Rs. 7.68 crores respectively for the previous financial year denoting improvement by 6.82% and 5.33 %.

LIQUIDITY

We continue to operate in very stressed liquidity position and are simultaneously looking for funding opportunities and M/s Texmaco has agreed to provide the necessary impetus by way of subscribing to 41,10,400 equity shares through preferential allotment route forming approx. 24.90 % of enhanced paid up capital of the company. This is expected to ease liquidity position of the company considerably at this point of time.

4. TRANSFER TO GENERAL RESERVE

Your company has transferred Rs. 10 lacs to General Reserves during the financial year 2012-13 in line with last year.

5. PUBLIC DEPOSITS AND INCREASE IN SHARE CAPITAL

During the year under review there was no change in capital structure. Recently we opted to induct M/s Texmaco Rail & Engineering Ltd., Kolkata as Strategic partner whereby company offered 24.90 % of its equity to them. The company is listed on BSE and NSE and both the stock exchanges have accordingly given their consent for in - principle approval for listing of these new shares allotted to Texmaco. The company shall take necessary steps for listing of aforesaid shares to M/s Texmaco accordingly.

Further the company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

6. DIRECTORS

Mr. Kamal Kishore Agarwal and Mr. Mahendra Kumar Khanna, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Further during the period under report Mr. N. K. Singh Independent Director of the company resigned from the Directorship on 01/01/2013. Further Mr. Pramod Kumar Jain was appointed as Director on 10/11/2012 who also resigned on 02/03/2013.

7. AUDITORS & THEIR REPORT

M/s Amit Goyal & Co., Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said act.

8. PERSONNEL DEVELOPMENT

Cordial and harmonious industrial relations prevailed in the company during the year. Your company has been continuously taking steps for human resource capacity building through various measures.

Your company aims to provide congenial and safe working atmosphere to women employees and no instance/complaints of sexual harassment at work place or elsewhere were reported.

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

The particulars as prescribed under Sub-section (1)(e) of Section 217of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are provided in the Annexure to the Directors' report section.

10. PARTICULARS OF EMPLOYEES

No employee has drawn a remuneration of Rs. 60 lakhs or more per annum or Rs.5 lakhs or more per month during the year 2012-13 as under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended vide notification dated 31st March 2011.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to us, and guidelines issued by SEBI on the historical cost convention as a going concern and on the accrual basis. There are no material departures from prescribed accounting standards in the adoption of the accounting standards.

The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of the financial statements have been consistently applied except as otherwise stated in the notes accompanying the respective tables. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs for the year.

We have taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

12. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the company that have occurred between the end of the financial year of the company and the date of signing of this Report except whatever reported elsewhere in the Report.

13. DEPOSITORY SYSTEM

As the members are aware, the company's shares are compulsorily tradable in electronic form. As on March 31,2013, 96.93% of the company's total paid-up capital representing 12,397,197 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

14. CORPORATE GOVERNANCE VOLUNTARY GUIDELINES

The company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The company has also implemented several Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

15. CODE OF CONDUCT

A declaration by the Chairman cum Managing Director regarding annual affirmation of compliance of the Code by all concerned Directors and Senior Management Personnel is annexed to the Report on Corporate Governance.

16. INTERNAL CONTROL SYSTEM

The company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The company has a well defined system for approving revenue as well as expenditure.

The company has plans to use a state-of-the-art ERP system to record data for accounting, consolidation and management information purposes which connects to different locations for efficient exchange of information.

The company has appointed M/s Prakash Sachin & Co., Delhi to oversee and carry out internal audit of the company's activities. The audit is based on an internal audit plan, which is reviewed each year. In line with practice, the conduct of internal audit is oriented towards the review of internal controls and risks in company's operations such as accounting and finance, procurement, employee engagement, travel, insurance, and other relevant processes in the company.

The company has an audit committee, the details of which have been provided in the corporate governance report.

The audit committee reviews audit reports submitted by the internal auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the company's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the company and keeps the Board of Directors informed.

17. STATUTORY DISCLOSURES

Pursuant to clause 49 of the listing agreement as entered with Stock Exchanges, a Report on Corporate Governance and a certificate as obtained from the Statutory Auditors confirming compliance thereof is provided in Annexure forming part of this Report.

18. AUDIT COMMITTEE

The audit committee meets at due defined intervals to conduct the required business. At present committee comprises of all the Non-Executive Independent Directors i.e. Mr. S K Khanna, Mr. M K Khanna, Mr. Shanti Narain and Mr. K K Agarwal.

19. DEPOSITORY SYSTEM

The Shares of your company are being traded in Demat form only. Your company has got the necessary connectivity with both the Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL). All the members who are holding shares in physical form are hereby requested, keeping in view the enormous benefit of Demat form, to get their shares dematerialised on either of the Depositories. Further in view of Securities and Exchange Board of India norms M/s MCS Limited, F-65, 1st Floor, Okhla Industrial Area, Phase- 1, New Delhi 110 020 has been appointed as its Registrar and Share Transfer Agent, who is handling both physical as well as electronic share work in order to provide better services.

20. SAFETY, HEALTH AND ENVIRONMENT (SHE) MEASURES

Your company tries to maintain a healthy environment, health and safety management policy and comply with all the legal compliances. The company is on continuous endeavor to conserve its natural resources viz water and power.

21. SUBSIDIARIES

Your company does not have any subsidiary.

22. CASH FLOW ANALYSIS

As stipulated in Clause 32 of the Listing Agreement, the Consolidated Financial Statements were prepared by the company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report.

23. MANAGEMENT DISCUSSION & ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.

Place : Gurgaon

Date : August 21,2013

For Kalindee Rail Nirman (Engineers) Ltd By order of the Board of Directors

Sd/- R. D. Sharma Chairman cum Managing Director


Mar 31, 2012

The Directors present herewith their 28th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

Financial Results

Financial Results 2011-2012 2010-2011

Gross Sales & Income 2,469,933,281 2,327,564,745

Profit before Depreciation, Interest and Income Tax 234,457,886 212,699,328

Less: Depreciation 15,385,603 14,416,495

Less: Interest 104,719,836 75,436,235

Profit before Income Tax 114,352,447 122,846,598

Less: Provision for Income Tax 36,186,716 37,734,251

Less: Fringe Benefit Tax - -

Add / (Less) : Deferred Tax 1,347,391 3,856,881

Less: Prior period taxes (6,645) 12,479,508

Net Profit for the year 76,824,984 68,775,958

General Reserve 1,000,000 1,000,000

Equity Shares 12,397,197 12,247,197

Proposed Dividend - 12,247,197

Corporate Dividend Tax - 1,986,802

Balance carried forward to Balance Sheet 76,824,984 68,775,958

1. REVIEW OF OPERATIONS

The Company reported the total net sales turnover amounting to Rs. 24433.11 lacs as compared to Rs. 22964.25 lacs in previous year giving a growth of 6.39% approx. The profit after tax was higher by 11.70.% at Rs. 768.24 lacs as compared to Rs.687.75 lacs in previous year. During the current year, your Company expects to clock a higher turnover out of operations from domestic/overseas. The Company has adequate resources and is working with sole objective of providing quality products at reasonable and competitive prices as well as satisfying the interests of all the stakeholders of the Company.

The Company is projecting a growth target of 30% in the total sales turnover for the financial year 2012-13.

2. DIVIDEND

Your Directors regret their inability to bay dividend for this year board on business considerations. It has been thought to be more prudent to previous cash to meet cash requirements for expanding business needs.

3. YEAR IN RETROSPECT/PERFORMANCE

During the year, your Company's operations were under pressure as a result of inflationary pressures on account of steep hike of commodities and oil prices, being critical inputs to the operations. The inflationary pressures forced central banks to adopt tight monetary policies, resulting into higher interest rates. The infrastructure sector was badly hit as a result thereof.

Total Revenues of your Company increased from Rs. 232.75 crores in FY 2010-1 1 to Rs. 246.99 crores in FY 2011-12. During the year, the secured loans have increased from Rs. 56.44 crores to Rs. 89.36 crores.

The Gross sales for the financial year under review were Rs. 244.33 crores as against Rs. 229.64 crores for the previous financial year registering an increase of 6.39% Similarly the profit before tax and extra ordinary items (after interest and depreciation charges) was Rs. 1 1.43 crore and the profit after tax is Rs. 7.68 crore for the financial year under review as against Rs.12.28 crores and Rs.6.87 crores respectively for the previous financial year:

4. TRANSFER TO GENERAL RESERVE

Your Company has transferred Rs.10 lacs to General Reserves during the financial year 201 1-12 in line with previous year.

5. PUBLIC DEPOSITS

During 2011-12, your Company has not accepted any deposits from the public within the meaning of the provisions of Non Banking Financial Companies (Reserve Bank) Directions, 1998.

6. DIRECTORS

Mr. Suresh Kumar Khanna & Mr. Shanti Narain, Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and are eligible for being re-appointed as Directors of the Company. Mr. Ram Dayal Sharma who was acting as Chairman cum Managing Director for a period of 3 years pursuant to Board's approval dt. 3rd Sept, 2010 subsequently acted as Chairman and Wholetime Director w.e.f. Oct 22, 201 1. Mr. Arvind Gemini took charge as Managing Director of the Company w.e.f. Oct 22, 2011. With profound grief we are to state that Mr. Arvind Gemini passed away on 21st June, 2012 and this untimely death has created a blank in the organization. Keeping the spirit of Corporate Governance high the Board offered and Mr. R. D. Sharma accepted to act as Managing Director for a period of 3 years w.e.f.20th July, 2012 and Board also roped in Ms. Kalpana Gemini w/o Late Mr. Arvind Gemini (s/o Mr. R. D. Sharma), and Ms. Sunita Gemini w/o Mr. U. S. Gemini (Youngest s/o Mr. R. D. Sharma) as Additional cum Whole Time Directors fora period of 3 years subject to approval of members and/or any other Statutory Authorities. The said appointments were duly approved by Board and Remuneration committee in their meeting held on 20.07.2012 with power to Board and remuneration committee to alter and vary the terms and conditions of the said appointment and/or agreement from time to time and in such manner as may be agreed to by the Board/Committee and the incumbents. The same is presented before the members so as to seek their approval. The said appointments are subject to the provisions of Schedule XIII to the Act or any amendment thereto or re-enactments thereof, with effect from such dates as may be decided by them.

Pursuant to the listing agreement and various covenants of said Schedule and Articles of Association, brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the Annual General Meeting.

7. AUDITORS & THEIR REPORT

M/s Amit Goyal & Co., Chartered Accountants, Jaipur who were appointed to act as Statutory Auditors retire and are eligible for re-appointment. The Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board1 of ICAI. The observations of the Auditors in their Report on Accounts read with the relevant notes are self-explanatory. It is pertinent to state here that the Auditor's Report does not contain any qualification.

8. HUMAN RESOURCE AND PARTICULARS OF EMPLOYEES

Your Company strongly believes that its ability to maintain and continue its growth depends largely on its strength of attracting, developing, motivating and retaining the talent. Therefore it is the endeavor of your Company to nurture and develop this wealth.

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees') Rules, 1975, as amended forms part of this report. However, in pursuance of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information. The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

a) Industrial Relations

During the financial year under review, harmonious industrial relations were maintained in your Company.

b) Human Resources

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 1975 as amended is not required to be furnished since the Company does not have any employee who drew remuneration either in whole or for a part of the year that attracts disclosure requirements as per aforesaid section, henceforth no information is being furnished.

Conservation of Energy Etc.

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure and forms part of the Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the confirmations received from the concerned officers, the Directors state that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement ;

- The accounting policies have been selected and applied consistently and judgements and estimates made 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 & Loss of the Company for the financial year ended 31sl March, 2012;

- Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The annual accounts have been prepared on a going concern basis.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this Report.

10. DEPOSITORY SYSTEM

The Members are aware that the shares of the Company are traded in dematerialized/electronic form. As on 31sl March, 2012, 96.79% of the Company's total paid up capital representing 1,23,97,197 no. of equity shares are in demat form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of this facility on either of the Depositories.

11. CORPORATE GOVERNANCE VOLUNTARY GUIDELINES

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report. Your Company stands committed to good corporate governance-accountability, transparency, disclosures and independent supervision to increase the value of stakeholders. The Company is committed to transparency in all its dealings with shareholders, employees, the creditors, the government and other parties and places high emphasis on business ethics.

Your Company's basic philosophy of Corporate Governance in the Company is to achieve business excellence and increasing long-term shareholder value, keeping in view the interest of Company's stakeholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under clause 49 of the listing agreement existing as of 31 st March, 2012.

The Report on Corporate Governance and certificate of Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is being annexed to this Directors' Report. A report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a certificate given by the Statutory Auditors of the Company confirming compliance of conditions form part of this Annual Report as Annexure.

12. CODE OF CONDUCT

A declaration by the Chairman and Managing Director regarding annual affirmation of compliance of the Code by all concerned Directors and Senior Management Personnel is annexed to the Report on Corporate Governance.

13. INTERNAL CONTROL SYSTEM

M/s Prakash Sinha & Associates, Chartered Accountants based at New Delhi are working as Internal Auditors of the Company. The detailed report of internal auditors is presented to Management and an executive summary containing significant issues of repetitive nature, affecting the Company substantially in financial terms, non compliance with any Statutory laws are presented to Audit Committee on quarterly basis for necessary directions thereon.

The Company's internal control system is commensurate to the size and nature of its business and it:

- Ensures timely and accurate financial reporting in accordance with applicable accounting standards;

- Ensures optimum utilization, efficient monitoring, timely maintenance and safety of assets;

- Compliance with applicable laws, regulations, listing agreements and management policies;

- Effective management information system and review of other systems.

14. STATUTORY DISCLOSURES

Pursuant to clause 49 of the listing agreement as entered with Stock Exchanges, a Report on Corporate Governance and a certificate as obtained from the Statutory Auditors confirming compliance thereof, is provided in Annexure forming part of this Report.

15. AUDIT COMMITTEE

The audit committee meets at due intervals to conduct the required business. At present the committee comprises of Mr. N K Singh (Chairman), Mr. S K Khanna, Mr. K K Agarwal and Mr. Shanti Narain, all Non-Executive and Independent Directors.

16. DEPOSITORY SYSTEM

The Shares of your Company are being traded in Demat form only. Your Company has got the necessary connectivity with both the Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL). All the members who are holding shares in physical form are hereby requested, keeping in view the enormous benefit of Demat form, to get their shares dematerialised on either of the Depositories. Further in view of Securities and Exchange Board of India norms M/s MCS Limited, Sri Venkatesh Bhawan, F-65, 1 st Floor, Okhla Industrial Area, Phase-1, New Delhi 1 10 020 has been appointed as its Registrar and Share Transfer Agent, who is handling both physical as well as electronic share work in order to provide better services.

17. SAFETY, HEALTH AND ENVIRONMENT (SHE) MEASURES

Your Company tries to maintain a healthy environment, health and safety management policy and comply with all the legal compliances. The Company is on continuous endeavor to conserve its natural resources viz water and power.

18. SUBSIDIARIES

Your Company does not have any subsidiary.

19. CASH FLOW ANALYSIS

In compliance with the provisions of clause 32 of the Listing Agreement, the Cash flow statement for the financial year ended 31.03.201 2 is annexed hereto.

20. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis report covering issues relating to industry structure, opportunities, challenges, outlook and performance etc. has been given separately and form part of this Annual Report as Annexure.

Acknowledgements

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company's Bankers, Financial Institutions, Central and State Government Authorities, J. V. partners, clients, consultants, suppliers, and the Members of the Company and look forward for the same in greater measure in the coming years. Your Directors also take this opportunity to recognize and appreciate the efforts and continuous hard work of all the employees and their contribution to the progress of the Company.

Place : Gurgaon

Date : September 3,2012

For Kalindee Rail Nirman (Engineers) Ltd

By order of the Board of Directors

Sd/-

R. D. Sharma

Chairman cum Managing Director


Mar 31, 2011

Directors' Report to the Shareholders

The Directors have pleasure in presenting their 27 Annual Report and Accounts for the year ended 31 March, 2011.

Financial Results

Financial Results 2010- 2011 2009-2010

Gross Sales & Income 2,327,564,745 1,663,283,240

Profit before Depreciation, Interest and Income - tax 212,699,328 184,792,869

Less : Depreciation 14,416,495 13,709,143

Less : Interest 75,436,235 85,536,548

Profit before Income Tax 122,846,598 85,547,178

Less : Provision for Income Tax 37,734,251 26,355,824

Less : Fringe Benefit Tax

Add / (Less) : Deferred Tax 3,856,881 4,343,305

Less : Prior period taxes 12,479,508 -

Net Profit for the year 68,775,958 54,848,049

Add : Balance as per last year 483,391,750 428,543,701

Amount available for appropriation 552,167,708 483,391,750

General Reserve 1,000,000 1,000,000

Equity Shares 12,247,197 12,247,197

Proposed Dividend 12,247,197 -

Corporate Dividend Tax 1,986,802 -

Balance carried forward to Balance Sheet 536,933,709 482,391,750

1. Review of Operations

The Company reported the total net sales turnover amounting to Rs. 22964.25 lacs as compared to Rs. 16231.71 lacs in previous year giving a growth of 41.47% approx. The profit after tax was higher by 25.39% at Rs. 687.76 lacs as compared to Rs. 548.48 lacs in previous year. During the current year, your Company expects to clock a reasonable turnover out of operations from abroad/overseas. The Company has adequate resources and is working with sole objective of providing quality products at reasonable and competitive prices as well as satisfying the interests of all the stakeholders of the Company.

The Company is projecting a growth target of approx. 30 % in the total sales turnover for the financial year 2011-12.

2. Dividend

During last two years your Company thought it more prudent to preserve cash and not pay dividend in the business interest of the Company. However your Directors now recommend the declaration of dividend @ 10% for the year ended 31st March, 2011. The total cash outflow on account of this dividend payment including dividend distribution tax is around Rs.142 lacs.

3. Year in Retrospect/Performance

The Gross sales and other income for the financial year under review are Rs. 23275.64 lacs as against Rs. 16632.83 lacs for the previous financial year registering an increase of 39.93%. Similarly the profit before tax and extra ordinary items (after interest and depreciation charges) is Rs. 1228.46 lacs for the financial year under review as against Rs. 855.47 lacs for the previous financial year, improved by 43.60% .

The mindset across the Company of being quality conscious is gaining momentum and your Company seems to be benefited out of it largely on account of its primary motive of Quality adherence irrespective of price being offered for various contracts. Your Company has been a pioneer in delivering quality services and timely completion of projects and on certain occasions ahead of time as well. This approach of your Company has enabled your Company to command premium in industry, despite competition. Awarding of contract in Bangladesh supports our theory of Quality consciousness and its recognition abroad as well. The company is now intending to further explore the possibilities in other countries on international arena .

Your Company continuted its on-going effort to increase all-round efficiency and reduce cost which will help retain the margins largely even in tough times without affecting its work force as well.

In view of its endeavor of foraying into other areas germane or not germane to existing area of operations the Company expects to be able to draw the line of action of foraying into Road Sector and Power Transmission Sector.

4. Transfer to General Reserve

Your Company has transferred Rs. 10 lacs to General Reserves during the financial year 2010 -11 in line with previous year.

5. Public Deposits

During 2010 -11, your Company has not accepted any deposits from the public within the meaning of the provisions of Non Banking Financial Companies (Reserve Bank) Directions, 1998.

6. Directors

Shri Kamal Kishore Agarwal, Director and Shri Neeraj Kumar Singh, Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Shri Mahendra Kumar Khanna, retired IAS, who was appointed to act as Additional cum Independent Director during the year under review has been proposed to be appointed under the provisions of Section 257 of the Act whose office shall be liable to determination of directors to be liable to retire by rotation. In view of the requirements of Section 257 of the Companies Act, 1956 whereby he was appointed as Additional Director w.e.f. April 29, 2011, his term will expire at the ensuing Annual General Meeting and your board has decided for his candidature under the provisions of Section 257 of the Act and accordingly a resolution confirming appointment and proposals for re-appointment of Directors retiring by rotation is proposed in notice of AGM. It is pertinent to state here that notice of his appointment has been received from a member intimating his intention to propose the appointment of Mr. M. K. Khanna as a Director at the ensuing Annual General Meeting.

7. Auditors & Their Report

M/s Amit Goel & Co., Chartered Accountants, Jaipur who were appointed to act as Statutory Auditors retire and are eligbile for re-appointment. The Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Acountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of ICAI. The observations of the Auditors in their Report on Accounts read with the relevant notes are self-explanatory. It is pertinent to state here that the Auditor's Report does not contain any qualification.

8. Human Resource and Particulars of Employees

Your Company strongly believes that its ability to maintain and continue its growth depends largely on its strength of attracting, developing, motivating and retaining the talent. Therefore it is the endeavor of your Company to nurture and develop this wealth.

a) Industrial Relations

During the financial year under review, harmonious industrial relations were maintained in your Company.

b) Trainings for development of Human Resources

During the financial year under review, your company has deputed some employees on certain training programmes whenever needed. Besides that your Company has also conducted induction training under ISO provisions to various employees time to time.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 1975 as amended is not required to be furnished since the Company does not have any employee who drew remuneration either in whole or for a part of the year that attracts disclosure requirements as per aforesaid section, henceforth no information is being furnished.

Conservation of Energy Etc.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure and forms part of the Annual Report.

9. Directors' Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the confirmations received from the concerned officers, the Directors state that :

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement ;

The accounting policies have been selected and applied consistently and judgements and estimates made 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 & Loss of the Company for the financial year ended 31st March, 2011 ;

Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

The annual accounts have been prepared on a going concern basis.

Material Changes and Commitments

There were no material changes and commitments, affecting the financial position of the company that have occurred between the end of the financial year of the Company and the date of signing of this Report.

10. Depository System

The Members are aware that the shares of the Company are traded in dematerialized/electronic form. As on 31st March, 2011, 95.64 % of the Company's total paid up capital representing 11,713,593 no. of equity shares are in demat form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of this facility on either of the Depositories.

11. Corporate Governance Voluntary Guidelines

Your Company stands committed to good corporate governance-accountability, transparency, disclosures and independent supervision to increase the value of stakeholders. The Company is committed to transparency in all its dealings with shareholders, employees, the creditors, the government and other parties and places high emphasis on business ethics.

Your Company's basic philosophy of Corporate Governance in the Company is to achieve business excellence and increasing long-term shareholder value, keeping in view the interest of Company's stakeholders.

Your Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under clause 49 of the listing agreement existing as of 31st March 2011.

The Report on Corporate Governance and certificate of Statutory Auditors dt. 3rd September, 2011 regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is being annexed to this Directors' Report. By complying with the provisions of the Companies Act, 1956 and clause 49 of the Listing Agreement, the Company is complying with major clauses of the Corporate Governance Voluntary Guidelines, 2009.

Ministry of Corporate Affairs has also released a set of voluntary guidelines on Corporate Social Responsibility (CSR) in December, 2009. The Company is analyzing the guidelines laid down and shall soon be coming with a detailed policy to the effect and shall adopt same with /without modifications before same has been made mandatory to keep the true spirit of guidelines intact.

A report on Corporate Governance pursuant to the provisions of Clause 49 of Listing Agreement supported by a certificate given by the Statutory Auditors of the Company confirming compliance of conditions form part of this Annual Report as Annexure .

12. Code of Conduct

A declaration by the Chairman and Managing Director regarding annual affirmation of compliance of the Code by all concerned Directors and Senior Management Personnel is annexed to the Report on Corporate Governance.

13. Internal Control System

M/s Prakash Sachin & Co, Chartered Accountants based at New Delhi are working as Internal Auditors of the Company. The detailed report of internal auditors is presented to Management and an executive summary containing significant issues of repetitive nature, affecting the Company substantially in financial terms, non compliance with any Statutory laws are presented to top management on quarterly basis for necessary directions thereon.

14. Statutory Disclosures

Pursuant to clause 49 of the listing agreement as entered with Stock Exchanges, a Report on Corporate Governance and a certificate as obtained from the Statutory Auditors confirming compliance thereof, is provided in Annexure forming part of this Report.

15. Audit Committee

The audit committee meets at due intervals to conduct the required business. At present the committee comprises of Mr. N. K. Singh (Chairman), Mr. S. K. Khanna, Mr. K. K. Agarwal and Mr. Shanti Narain, all Non-Executive and Independent directors.

16. Depository System

The Shares of your Company are being traded in Demat form only. Your Company has got the necessary connectivity with both the Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL). All the members who are holding shares in physical form are hereby requested, keeping in view the enormous benefit of Demat form, to get their shares dematerialised on either of the Depositories. Further in view of Securities and Exchange Board of India norms, M/s MCS Limited, F - 65, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi 110 020 has been appointed as its Registrar and Share Transfer Agent, who is handling both physical as well as electronic share work in order to provide better services.

17. Safety, Health and Environment (SHE) Measures

Your Company tries to maintain a healthy environment, health and safety management policy and comply with all the legal compliances. The Company is on continuous endeavor to conserve its natural resources viz water and power

18. Subsidiaries

Your Company does not have any subsidiary.

19. Cash Flow Analysis

In compliance with the provisions of clause 32 of the Listing Agreement, the Cash flow statement for the financial year ended 31.03.2011 is annexed hereto.

20. Management Discussion & Analysis

Management Discussion & Analysis report covering issues relating to industry structure, opportunities, challenges, outlook and performance etc. has been given separately and form part of this Annual Report as Annexure.

Acknowledgments

Your Directors take this opportunity to thank and acknowledge the Financial Institutions, Banks, Government Authorities including Central and State, Dealers, Suppliers, Business Associates, Regulatory Authorities, Stock Exchanges and the Company's valued customers for their continued assistance and cooperation and the esteemed shareholders for their trust and support including Joint Venture Partners/Associates and specially the Government of Bangladesh for bestowing an opportunity to your Company to prove its mettle in International border.

The Directors also wish to acknowledge the committed and dedicated team of Kalindee whose unstinted hard work, efforts and ideas have taken the Company on a path of steady growth and development.

Place : New Delhi

Date : September 3, 2011

For Kalindee Rail Nirman (Engineers) Ltd

By order of the Board of Directors

Sd/-

R. D. Sharma

Chairman cum Managing Director


Mar 31, 2010

The Directors herewith present the 26th Annual Report on the working of the Company together with the audited Statement of Accounts for the Year ended 31st March, 2010.

Overall Review

During the year under report market conditions remained difficult with the large scale postponement of investment plans by large industrial houses on account of slowdown in economy. The market off-take was therefore low during the year under report. The economic slowdown had also affected the performance of your Company during the Year.

Financial Review

The gist of performance of your Company is as hereunder for your ready reference:

Financial Results 2009-10 2008-09

Gross Sales & Income 1,663,283,240 2,823,518,602

Profit before Depreciation, Interest and Income-tax 184,792,869 264,322,773

Less: Depreciation 13,709,143 13,947,273

Less: Interest 85,536,548 81,377,117

Profit before Income Tax 85,547,178 160,456,951

Less: Provision for Income Tax 26,355,824 50,018,265

Less: Fringe Benefit Tax - 1,747,666

Add / (Less): Deferred Tax 4,343,305 4,298,965

Less: Prior period taxes - -

Net Profit for the year 54,848,049 104,392,055

Add: Balance as per last year 428,543,701 325,151,646

Amount available for appropriation 483,391,750 429,543,701

General Reserve 1,000,000 1,000,000

Equity shares 12,247,197 11,224,841

Corporate Dividend Tax - -

Balance carried forward to Balance Sheet 482,391,750 428,543,701

Due to several factors, your Company has not been able to maintain growth both in terms of turnover and operating profit but still performance has not been very much out of market trend.

Principle Activities

Kalindee as is known is in the businass of Railway signaling, telecommunication and track laying and related civil work including railway electrification etc. The broader area of operation of your Company is as under:

Signalling

Kalindee has undertaken successfully one challenging work after another setting milestones in performance and quality. It has the prestige of executing largest signaling contract of 54 stations panel interlocking on Konkan Railway. Kalindee is also the first Company to undertake turnkey signaling contract. Kalindee has kept pace with technological developments in this field.

Telecommunications

Kalindee started its activities with overhead line wires and progressively graduated to local and long distance underground cables, optic fibre system and wireless and wide area networks. Kalindee completed the first longest 1000 Kms. long optic fiber network for Konkan Railway Corporation in association with Bosch Telecom, Germany. Recently, Kalindee completed the Installation, Testing and Commissioning of Hi-Tech Automatic Fare Collection System for Delhi Metro Phase I and presently doing for Phase II and thus became the first Indian Installation Company to implement the contactless Token and Smart Card based Automatic Fare Collection System for Delhi Metro.

Railway Track & Civil

Kalindee has diversified in the field of Rail Track and associated Civil Construction to meet the growing needs of Railways in these fields. Kalindee has been successful in establishing new milestone in speed and quality of track construction having achieved the highest speed of 2 Kms per day of Broad gauge track and achieving test speed of 120 KMPH in the very first trial. Kalindee has also developed expertise and capability for turnkey installation of complete rail track facilities not only for Railway but also for other industrial users of Railway transportation. Kalindee is also actively involved into Rail Bridge modification, Road Construction, Bridge Construction and Service Building Construction works.

Analysis of revenue, operating profit, principle activities and geographical origins appears in note of the financial statements.

The Chairmans statement, the Business review and Finance Review which together give a fair view of the historic and likely future developments of the operations of the Company, should be read in conjunction with the Directors report. These sections together with the sections referred to in the Business and financial review section below forms integral part of this Directors Report.

There are no material changes from 3 Ist March, 2010 to the date of this report except as disclosed.

Post Balance Sheet Event

Out of balance amount of FCCB of USD 5.20 millions, FCCB amounting to USD 1,500,000 was approved for buy back by Board of Directors in its meeting on 28th April, 2009 and USD 3,700,000 was approved by Board of Directors in its meeting held on July 22, 2009 to be converted to equity- 1,022,356 nos. of equity shares. These shares were listed with Bombay Stock Exchange on 15.10.2009 and with National Stock Exchange on 14th October, 2009.

Further Board in its meeting held on 22 December, 2009 allotted issuance of 1,200,000 of convertible equity warrants to promoters at price as per SEB1 formula and was approved by shareholders in its meeting held on 8th March, 2010. Promoters subscribed for issuance of 220,000 nos. of warrants.

Dividend

Your Directors regret their inability to pay any dividend for this year too particularly due to not having desirable financial result. It has been thought to be more prudent to preserve cash for meeting further cash requirements for expanding business.

Performance

Gross sales contracted from Rs. 281.22 crores to Rs. 162.31 crores, thus recording an overall decrease by 42.28 %.

The delivery of quality service for which your Company is renowned in the domestic and overseas market has been maintained through implementation of optimum practice and this continues to be the focus of the Management.

The Companys Sales have recorded a negative growth over previous year which doesnt although go well in line with the industry segment where your Company operates but has mainly been due to certain projects getting excessively delayed due to reasons not within the control of your Company. Your Company has consciously been following a policy of steady improvement for last couple of years the result of which would be evident in years to come. Your Company continued its on-going effort to increase all-round efficiency and reduce cost.

Furthermore your Board has to say that during the year, worldwide recession along with recessionary trend in the country during major part of the year also badly affected steady growth of your Company. Possibility of foraying into other areas is also being looked into for the sake of diversification so as to enable your Company to make stronger footprint in other areas as well.

Future Prospects and Management Outlook

The sluggishness in the construction sector during FY 2009-10 and the recent revival of same is an ample testimony to revival of the Indian economy irrespective of global economic slow down. The portends for continuous growth in demand are good as not only the Central Government but different State Governments are laying greater thrust on infrastructure projects, road networking etc.

The medium to long term outlook of construction industry is promising as it is bound to grow with a healthy correlation to the economic growth of the Country. With Indian economy poised to grow at 8.5-9.00% or above, the construction is likely to remain on a double digit track growth for a couple of ensuing years from now. The

industry additionally will have to grapple with the issue arising out of increase in the cost of various inputs, raw materials which have been showing rising trend. The other major challenges which the industry would face relate to the logistics for movement of these increasing quantities, especially by rail which has unfortunately not kept pace with the growing industrial requirements.

Annual Plan 2010-11

Indian Railways have massive investment plan in coming years. Some of the salient points of the investment plan for the FY 2010-11 is as under as per last Railway Budget:

Highest ever Plan outlay at Rs. 41,426 crore, an increase of Rs. 1142 crore over 2009-10.

- New Lines-Rs. 4411 crore.

- Passenger Amenities-Rs. 1302 crore.

- Metro Projects-Rs. 1001 crore.

- 1021 km of New Lines to be completed.. 9 new line projects announced.

- 800 km of gauge conversion and 700 km of doubling targeted

- Several projects being taken up on cost sharing basis with State Governments and on PPP mode.

Directors

Mr. Shanti Narain and Mr. S. K. Khanna, Directors retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. Your Directors recommend their re- appointment at ensuing Annual General Meeting in the overall interest of the Company.

During the year under report, Mr. S.R Mehta, Director, has resigned from the Company on February 24, 2009 and Mr. K. K. Agarwal joined as Director in the Company on 28th March, 2009.

Auditors

M/sAmit Goel & Co., Chartered Accountants, Jaipur who were appointed to act as Statutory Auditors during the year consequent upon the resignation of erstwhile Statutory Auditors M/s Prem Arun Jain & Co., Chartered Accountants, retire and are eligible for re-appointment. The Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Bord of ICAI. The observations of the Auditors in their Report on Accounts read with the relevant notes are self-explanatory.

Auditors Report

The Auditors report read with notes to the financial statements are self-explanatory and does not call for any explanation by the Board.

Internal Control System

The Company has in its place adequate systems of Internal Control to ensure compliance with policies and procedures. Internal Audits of all the units of the Company are regularly carried out to review the Internal Control Systems. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

ISO Certification

Certification under ISO 9001:2000 for Quality Management is being upgraded to latest version of Quality Management System ISO 9001:2008.

Human Resource and Particulars of Employees

At Kalindee we have grown to a dedicated and committed workforce pursuing a shared vision of excellence across our Corporate office and various sites across the country. Our consistent growth firmly establishes our remarkable team, their potential and capabilities to deliver. The Company does recognize the importance of human capital and search for this intellectual capital and to enrich professional and technical skills is an ongoing process. Relentless effort to develop and nurture through in-house, external professional development programmes and on - job training, are continuously being used so as to upgrade technical, marketing and management skills. Performance orientation and ethics are a high priority area. The work environment and development opportunities help to retain talent. It has been the endeavor of Kalindee to nurture its work force, despite all odds and this has enabled your Company to retain many of its workforce.

Information as per Section 21 7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 1975 as amended is not required to be furnished since the Company does not have any employee who drew remuneration either in whole or for a part of the year that attracts disclosure requirements as per aforesaid section, henceforth no information is being furnished.

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

Pursuant to Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed and forms part of the Annual Report.

Directors Responsibility Statement

Pursuant to the requirement of Section 21 7 (2AA) of the Companies Act, 1 956 and based on the confirmations received from the concerned officers, the Directors state that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement ;

- The accounting policies have been selected and applied consistently and judgements and estimates made 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 & Loss of the Company for the financial year ended 31st March, 2010 ;

- Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The annual accounts have been prepared on a going concern basis.

Audit Committee

The audit committee meets at due intervals to conduct the required business. At present the committee comprises of Dr. N. K. Singh (Chairman), Mr. S. K. Khanna, Mr. Shanti Narain and Mr. K. K. Agarwal, all Non-Executive and Independent Directors.

Public Deposits

During 2009-10, your Company has not accepted any deposits from the public within the meaning of the provisions of Non Banking Financial Companies (Reserve Bank) Directions, 1998.

Depository System

The Shares of your Company are being traded in Demat form only. Your Company has got the necessary connectivity with both the Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). All the members who are holding shares in physical form are hereby requested, keeping in view the enormous benefit of Demat form, to get their shares dematerialised on either of the Depositories. Further in view of Securities and Exchange Board of India norms, M/s MCS Limited, F-65, First Floor, Okhla Industrial Area, Phase-I, New Delhi 110 020 has been appointed as its Registrar and Share Transfer Agent, who is handling both physical as well as electronic share work in order to provide better services.

Corporate Governance

Your Company endeavors to have the highest standards of Corporate Governance in its operations. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

The Report on Corporate Governance and certificate of Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is being annexed to this Directors Report.

Mr. R.D. Sharma, Chairman cum Managing Director of the Company is intended to be re-appointed as Chairman cum Managing Director at a remuneration as hereunder:

Subject to the provisions of Section 198 & 309 read with Schedule XIII he will be getting a remuneration of Rs. 400,000/ -per month (earlier remuneration Rs. 350,000/- per month) for a period of 3 years beginning Ist day of October, 2010.

Mr. Arvind Gemini, Whole Time Director of the Company is intended to be re-appointed as Whole Time Director at a remuneration as hereunder:

Subject to the provisions of Section 198&309 read with Schedule XI11 he will be getting a remuneration of Rs. 350,000/ - per month (earlier remuneration Rs. 300,000/- per month) for a period of 3 years beginning 1st day of October, 2010.

They will also be entitled to companys contribution to provident fund as per the Provident Fund Act and Rules as amended from time to time and gratuity for half months salary for each completed year of service within the provisions of Gratuity Act.

It would be pertinent to state here that the remuneration as proposed shall be paid as minimum remuneration, irrespective of adequacy of profit.

Mr. R.D. Sharma and Mr. Arvind Gemini shall not be entitled to any other commission or incentive. No other contract or agreement is being entered into with them.

Besides Mr. R.D. Sharma and Mr. Arvind Gemini, no other Director is entitled to any remuneration except that of sitting fees within the limit enshrined under the Companies Act, 1956

Code of Conduct

The Company has laid down a Code of Conduct for the Directors and Senior Management Personnel as specified. A declaration by the Managing Director regarding annual affirmation of compliance of the Code by all concerned is annexed to the Report on Corporate Governance.

Information Pursuant to Listing Agreement

Companys shares are listed on the following Stock Exchanges: Bombay Stock Exchange Limited, Mumbai National Stock Exchange of India Limited, Mumbai

Management Discussion and Analysis Report

Management Discussion and Analysis Report on matters relating to business of the Company has been annexed to Corporate Governance report.

Acknowledgements

Your Directors wish to thank and acknowledge the Financial Institutions, Banks, Government Authorities, Dealers, Suppliers, Business Associates and the Companys valued customers for their assistance and cooperation and the esteemed shareholders for their continued trust and support.

The Directors also wish to acknowledge the committed and dedicated team of Kalindee whose unstinted hard work, efforts and ideas have taken the Company on a path of steady growth and development.

On behalf of the Board of Directors

sd/- Place: Gurgaon R. D. Sharma

Date : September 3,2010 Chairman cum Managing Director

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