Directors Report of K&R Rail Engineering Ltd.
Mar 31, 2023
BOARD REPORT
To the Members,
K&R Rail Engineering Limited
Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and operations of
your Company (''the Company'' or ''KRRAIL'') along with the audited Financial
statement for the financial Year ended March 31, 2023. The Consolidated
performance of the Company and its subsidiaries has been referred to where
required.
1. Financial summary/highlights:
The performance during the period ended 31st March, 2023 has been as under:
|
Particulars |
Standalone |
| Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Turnover/Income (Gross) |
30778.49 |
19465.06 |
38985.39 |
-- |
|
Other Income |
37.25 |
64.99 |
37.25 |
-- |
|
Profit/loss before Depreciation, |
1217.31 |
1153.42 |
1379.11 |
|
|
Less: Depreciation/ |
310.48 |
182.52 |
310.69 |
-- |
|
Profit /loss before Finance |
906.83 |
970.90 |
1068.42 |
|
|
Less: Finance Costs |
167.92 |
112.99 |
182.92 |
-- |
|
Profit /loss before Exceptional |
738.91 |
857.91 |
885.50 |
-- |
|
Add/(less): Exceptional items |
0.00 |
0.00 |
0.00 |
-- |
|
Profit /loss before Tax Expense |
738.91 |
857.91 |
885.50 |
-- |
|
Less: Tax Expense (Current & |
216.60 |
252.37 |
257.38 |
-- |
|
Profit /loss for the year (1) |
522.31 |
605.54 |
628.12 |
-- |
|
Total Comprehensive |
4.36 |
18.08 |
4.36 |
-- |
|
Income/loss (2) |
||||
|
Total (1 2) |
526.68 |
623.62 |
632.48 |
-- |
|
Balance of profit /loss for earlier |
2461.99 |
1838.37 |
0.00 |
-- |
|
Less: Transfer to Debenture |
â |
-- |
-- |
-- |
|
Less: Transfer to Reserves |
-- |
-- |
-- |
-- |
|
Less: Dividend paid on Equity |
-- |
-- |
-- |
-- |
|
Less: Dividend paid on |
-- |
-- |
-- |
-- |
|
Less: Dividend Distribution Tax |
-- |
-- |
-- |
-- |
|
Balance carried forward |
2988.67 |
2461.99 |
632.48 |
-- |
Note: M/s. Robsons Engineering & Constructions Private Limited has become a
subsidiary during the current financial year and hence, no consolidated figures are
available for the previous year.
2. Overview & state of the company''s affairs:Revenues - standalone
During the year under review, the Company has recorded an income of Rs. 30815.74
Lakhs and profit of Rs. 526.68 Lakhs as against the income of Rs.19530.05 Lakhs and
profit of Rs.623.62 Lakhs in the previous financial year ending 31.03.2022.
During the year under review, the Company has recorded an income of Rs. 39022.64
Lakhs and Profit of Rs.632.48 Lakhs. M/s. Robsons Engineering & Constructions
Private Limited has become a subsidiary during the current financial year and hence,
no consolidated figures are available for the previous year.
The Company is looking forward for good profit margins in near future.
Keeping the Company''s growth plans in mind, your directors have decided not to
recommend dividend for the year.
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the
company during the year under review.
The Company continuously strives for excellence in its Investor Relations
engagement with International and Domestic investors through structured
conference-calls and periodic investor/analyst interactions like individual meetings,
participation in investor conferences, quarterly earnings calls and analyst meet from
time to time. The Company ensures that critical information about the Company is
available to all the investors, by uploading all such information on the Company''s
website.
6. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial
position of the Company which have occurred during the end of the Financial Year of
the Company to which the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and
company''s operations in future.
However, Hon''ble NCLT, Hyderabad Bench, vide orders dated 29.05.2023 extended
the Period of Redemption of Optionally Convertible Redemption of Preference
Shares (OCRPS) for five years from 15.12.2020 to 14.12.2025 as prayed for by the
Company.
8. Transfer of un-claimed dividend to Investor Education and Protection:
Your Company did not have any funds lying unpaid or unclaimed for a period of
seven years. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund (IEPF).
The Company has designated Mr. Sanjay Kotthapalli, Non-Executive Director of the
Company as Nodal Officer for the purpose of IEPF.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules") read with the relevant circulars and amendments thereto, the amount
of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government. However, the company does not
have any un-paid or un claimed dividend in the Past to be transferred to IEPF.
11. Revision of financial statements:
There was no revision of the financial statements for the year under review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature of business during the FY
2022-23.
The Company has not accepted any public deposits during the Financial Year ended
March 31, 2023 and as such, no amount of principal or interest on public deposits
was outstanding as on the date of the balance sheet and hence, there has been no
non-compliance with the requirements of the Act.
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that
the transfer, except transmission and transposition, of securities shall be carried out
in dematerialized form only with effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the facility of
dematerialization from either of the depositories. The Company has, directly as well
as through its RTA, sent intimation to shareholders who are holding shares in physical
form, advising them to get the shares dematerialized.
Your Company has one subsidiary namely Robsons Engineering & Construction
Private Limited as on March 31, 2023.
In accordance with Section 129(3) of the Act, Consolidated Financial Statements have
been prepared which form part of this Annual Report. As required under Section
129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the
subsidiary in the prescribed form AOC-1 is enclosed as Annexure - B to this Report.
In accordance with Section 136 of the Act, the separate audited accounts of the
subsidiary company will be available on the website of the Company,
www.krrailengg.com and the Members desirous of obtaining the accounts of the
Company''s subsidiary may obtain the same upon request. These documents will be
available for inspection by the members, till the date of AGM during business hours
at registered office of the Company.
The Policy for determining Material Subsidiaries, adopted by your Board, in
conformity with the SEBI Listing Regulations can be accessed on the Company''s
website at www.krrailengg.com
16. Performance highlights of key operating subsidiary:
Fy 2022-23 Rs in lakhs
Turnover 8206.91
Profit Before Tax 146.57
Profit After Tax 105.79
17. Companies which have become or ceased to be subsidiaries:
During the FY 2022-23, Robsons Engineering & Constructions Private Limited has
become a subsidiary Company. For further analysis on the consolidated performance,
the attention is invited to the section on Management Discussion and Analysis and
notes to the consolidated financial statements.
During financial year 2022-23, the Company has infused Rs.1.99 lakhs towards capital
into the Subsidiary, M/s. Robsons Engineering & Constructions Private Limited.
19. Independent director''s familiarization programmes:
Independent Directors are familiarized about the Company''s operations, businesses,
financial performance and significant development so as to enable them to take well-
informed decisions in timely manner. Interaction with the Business heads and key
executives of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings with the
Chairperson are further facilitated to familiarize the incumbent Director about the
Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2022-23 are also disclosed on the
Company''s website and its web link is http:// www.krrailengg.com
Performance of the Board and Board Committees was evaluated on various
parameters such as structure, composition, diversity, experience, corporate
governance competencies, performance of specific duties and obligations, quality of
decision-making and overall Board effectiveness. Performance of individual Directors
was evaluated on parameters such as meeting attendance, participation and
contribution, engagement with colleagues on the Board, responsibility towards
stakeholders and independent judgement.
All the Directors participated in the evaluation process. The results of evaluation
were discussed in the Board meeting held in February 2023. The Board discussed the
performance evaluation reports of the Board, Board Committees, Individual
Directors. The Board upon discussion noted the suggestions / inputs of the Directors.
Recommendations arising from this entire process were deliberated upon by the
Board to augment its effectiveness and optimize individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the Board,
Committees and Individual Directors is enumerated in the Corporate Governance
Report.
During the year, Twenty Two (22) meetings of the Board of Directors of the Company
were convened and held in accordance with the provisions of the Act. The date(s) of
the Board Meeting, attendance by the directors is given in the Corporate Governance
Report forming an integral part of this report.
There are various Board constituted Committees as stipulated under the Act and
Listing Regulations namely Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship and CSR Committee. Brief details pertaining to
composition, terms of reference, meetings held and attendance thereat of these
Committees during the year have been enumerated in Corporate Governance Report
forming part of this Annual Report.
23. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the
Board of Directors.
24. Directors and key managerial personnel:
As on date of this report, the Company has Six Directors, out of which two are
Independent Directors including one Woman Independent Director.
a) Appointment/Re-appointment of Directors of the Company:
In accordance with the provisions of the companies Act, 2013 and Articles of
Association of the company Mr. Sanjay kothapalli, non-executive director, retire by
rotation and being eligible, offers himself for re-appointment.
b) Resignation/ Cessation of Directors of the Company:
During the Year Mr. Mirza Mohammed Baig (DIN 09462065) was appointed as
Additional Director (Non-Executive Non Independent) with effect from 15th June,
2022 and resigned with effect from 08th Novemebr,2022
During the year, Mr. Ramakrishna Chebiyam (DIN: 09412448) was appointed as
Additional Director (Non-Executive Non Independent) with effect from 26th
November, 2021 and resigned with effect from 13th June, 2022
Key Managerial Personnel for the financial year 2022-23
⢠Mr. Sukesh Kumar Sharma, Executive Director of the Company.
⢠Mr. Amit Bansal, Executive Director of the Company.
⢠Mr. Suresh Solanki, Executive Director of the Company.
⢠Mr. K. Prahallada Rao, Chief financial officer of the company.
⢠Mr. Latha Pamula, Company Secretary & Compliance Officer of the Company.(
upto 14.08.2023)
25. Statutory audit and auditors report:
The members of the Company at their Annual General Meeting held on 30th
September, 2019 have appointed M/s. Chowdary and Co., as statutory auditors of
the Company to hold office until the conclusion of 36th Annual General meeting of
the Company. The Auditors'' Report for fiscal year 2022-2023 does not contain any
qualification, reservation nor adverse remark. The Auditors'' Report is enclosed with
the financial statements in this Annual Report. The Company has received audit
report with unmodified opinion for both Standalone and Consolidated Audited
Financial Results of the Company for the Financial Year ended March 31, 2023 from
the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of
Board and its Powers) Rules, 2014; during the year under review, the Internal Audit
of the functions and activities of the Company was undertaken by M/s E Srinivas &
Co., the Internal Auditor of the Company.
Deviations if any, are reviewed periodically and due compliance was ensured.
Summary of Significant Audit Observations along with recommendations and its
implementations are reviewed by the Audit Committee and concerns, if any, are
reported to the Board. There were no adverse remarks or qualification on accounts
of the Company from the Internal Auditor.
27. Secretarial Audit & Audit Report:
In terms of section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon
the recommendations of the Audit Committee, the Board of Directors had appointed
Mr. Sanjeev M/s. Dabas Practicing Company Secretary (CP No. 24418) as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial
year ended March 31, 2023.
The Secretarial Audit was carried out by Mr. Sanjeev M/s. Dabas Practicing Company
Secretary (CP No. 24418) for the financial year ended March 31, 2023. The Report
given by the Secretarial Auditor is annexed herewith as Annexure-L and forms
integral part of this Report.
The Secretarial Audit Report does not contain any qualification, reservation nor
adverse remark.
28. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with
Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company Secretary of all applicable
SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial
Compliance Report dated May 20, 2023, was given by Mr. Sanjeev M/s. Dabas,
Practicing Company Secretary which was submitted to Stock Exchanges within 60
days of the end of the financial year.
29. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by the Company.
30. No Frauds reported by statutory auditors
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
31. Declaration by the Company
None of the Directors of the Company are disqualified for being appointed as
Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies
(Appointment and Qualifications of Directors) Rules, 2014.
32. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is
provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
Your Company''s operations are not energy intensive. Adequate measures have been
taken to conserve energy wherever possible by using energy efficient computers and
purchase of energy efficient equipment.
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
33. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated
under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 with the stock exchange in India is
annexed herewith as Annexure- G to this report.
The Board of Directors had constituted Risk Management Committee to identify
elements of risk in different areas of operations and to develop policy for actions
associated to mitigate the risks. The Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on
a continual basis.
Your Company has taken adequate steps to ensure compliance with the provisions of
Corporate Governance as prescribed under the Listing Regulations. A separate
section on Corporate Governance, forming a part of this Report and the requisite
certificate from the Company''s Auditors confirming compliance with the conditions
of Corporate Governance is attached to the report on Corporate Governance as
Annexure E.
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is
also available on the Company''s website URL: www.krrailengg.com
37. Authorised and paid-up capital of the company:
During the year under review, the Authorised capital was enhanced vide EGM held
on 10.02.2023 to Rs. 45,00,00,000 (Rupees Forty-Five Crores only) divided into Rs.
30,85,00,000 (Rupees Thirty Crores and Eighty-Five Lakhs Only) divided into
3,08,50,000 (Three Crores Eight Lakhs and Fifty Thousand) Equity Shares of Rs. 10/-
each, and Rs.14,15,00,000 (Rupees Fourteen Crores and Fifteen Lakhs Only) divided
into 1,41,50,000 (One Crore Forty-one Lakhs and Fifty Thousand) 7% Optionally
Convertible Redeemable Preference Shares of Rs.10/- each.
38. Declaration of independence:
The Company has received declarations from all the Independent Directors of the
Company confirming that they meet with both the criteria of independence as
prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and
under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations attached
as Annexure K.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Company''s Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any
external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission
and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board of Directors and Committee(s).
39. Director''s Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that for the financial year ended March
31, 2023:
a) in the preparation of the annual accounts for the financial year ended 31 March
2023, the applicable accounting standards and schedule III of the Companies Act,
2013 have been followed and there are no material departures from the same;
b) the Directors have 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 your Company as on 31 March 2023
and of the profit and loss of the Company for the financial year ended 31 March
2023;
c) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were
operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws
were followed and that such systems were adequate and operating effectively.
40. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to
Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behaviour, suspected fraud or
violation.
The said policy inter-alia provides safeguard against victimization of the Whistle
Blower. Stakeholders including directors and employees have access to the Managing
Director & CEO and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the Chairperson
of the Audit Committee.
The policy is available on the website of the Company at www.krrailengg.com
41. Corporate social responsibility policy:
Since your Company has a net profit of exceeding Rs. 5 Cr for the financial year 202¬
23, section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is applicable and hence the Company has adopt Corporate Social
Responsibility Policy which is placed on website of the Company.
www.krrailengg.com
The Company has devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards issued by the Institute of Company Secretaries
of India and such systems are adequate and operating effectively. During the year
under review, the Company was in compliance with the Secretarial Standards (SS)
i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General
Meetings", respectively.
The properties and assets of your Company are adequately insured.
44. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has not given any loans, guarantees and
investments to Robsons Engineering & Constructions Private Limited (a Subsidiary
Company)
45. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and
standard costing system. Moreover, the management team regularly meets to
monitor goals and results and scrutinizes reasons for deviations in order to take
necessary corrective steps. The Audit Committee which meets at regular intervals
also reviews the internal control systems with the Management and the internal
auditors.
The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the
Statutory Auditors and the Audit Committee reviews them regularly.
46. Related Party Transactions:
All related party transactions that were entered into during the financial year were
on arm''s length basis and were in the ordinary course of business. During the
financial year 2022-23, there were no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the
Company at large.
The summary statement of transactions entered into with the related parties
pursuant to the omnibus approval so granted are reviewed & approved by the Audit
Committee and the Board of Directors on a quarterly basis. The summary statements
are supported by an independent audit report certifying that the transactions are at
an arm''s length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-
C to this report.
47. Policy on director''s appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the
Companies Act, 2013, the Board of Directors upon recommendation of the
Nomination and Remuneration Committee approved a policy on Director''s
appointment and remuneration, including, criteria for determining qualifications,
positive attributes, independence of a Director and other matters. The said Policy
extract is covered in Corporate Governance Report which forms part of this Report
and is also uploaded on the Company''s website at www.krrailengg.com
48. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section
197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D to
this Report.
The Statement containing the particulars of employees as required under section
197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if
any) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further,
the report and the accounts are being sent to the members excluding
During the year none of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- per month and above in
aggregate per month, the limits specified under the Section 197(12) of the
Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
49. Implementation of Corporate Action
During the year under review, the Company has complied with the specified time
limit for implementation of Corporate Actions.
50. Shares transferred to investor education and protection fund:
No shares were transferred to the Investor Education and Protection Fund during the
year under review.
51. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration of Mr. Amit Bansal, Executive
Director of the Company to the median remuneration of the employees is 14 times
and of Mr. Prahlada Rao CFO of the Company is 7 times.
52. Non-executive directors'' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
53. Industry based disclosures as mandated by the respective laws governing the
company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.
54. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the Company
55. Corporate insolvency resolution process initiated under the insolvency and
bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company
under the Insolvency and Bankruptcy Code, 2016, during the year under review.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All the policies
are available on our website (https:// www.krrailengg.com/investors/ policies). The
policies are reviewed periodically by the Board and updated based on need and new
compliance requirement.
|
NAME OF THE |
BRIEF DESCRIPTION |
WEBSITE LINK |
|
Board Diversity |
At K&R Rail Engineering Limited, |
|
|
Nomination and Remuneration Policy |
This policy formulates the criteria |
|
|
Related Party Transaction Policy |
The policy regulates all |
|
|
Code of conduct |
The policy regulates all |
|
|
CSR Policy |
The Corporate Social |
|
The Company has complied with the required provisions relating to statutory
compliance with regard to the affairs of the Company in all respects.
58. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
as amended from time to time, the Company has formulated a Code of Conduct for
Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is available on the
website of the Company at https:// www.krrailengg.com
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached
with the annual report as Annexure I.
60. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace
for every individual working in its premises through various policies and practices.
The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace
which aims at prevention of harassment of employees and lays down the guidelines
for identification, reporting and prevention of undesired behavior. An Internal
Complaints Committee ("ICC") has been set up by the senior management (with
women employees constituting the majority). The ICC is responsible for redressal of
complaints related to sexual harassment and follows the guidelines provided in the
Policy.
During the financial year ended March 31, 2023, no complaints pertaining to sexual
harassment have been received.
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of 40th Annual General Meeting of
the Company 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.
During the year under review, the Company has not taken up any of the following
activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee''s stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA
5. Buy back shares: NA
6. Disclosure about revision ratings: NA
63. Disclosure pursuant to Part A of Schedule V of SEBI LODR
Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is
attached as Annexure-H of this report.
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:
a. Issue of equity shares with differential rights as to dividend, voting or
otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiary.
65.Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming co-operation
and assistance received from the investors, customers, business associates, bankers,
vendors, as well as regulatory and governmental authorities. Your Directors also
thanks the employees at all levels, who through their dedication, co-operation,
support and smart work have enabled the company to achieve a moderate growth
and is determined to poise a rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other "financial institutions and shareholders of the
Company like SEBI, BSE, , NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank
etc. for their continued support for the growth of the Company.
For and on behalf of the Board of Directors
K&R Rail Engineering Limited
Sd/-
Place: Hyderabad Maniza Khan
Date:28.08.2023 Chairperson
Mar 31, 2014
Dear Members
The Directors have pleasure in presenting the Annual Report of your
Company together with the audited Statement of Accounts for the
financial year ended on March 31.2014
Financial Results
ITEM AS ON 31st March AS ON 31st March
2014 (in Rs.) 2015 (in Rs.)
Sales and other Income - -
Loss before depreciation and tax -632.949 -l,404,448
Depreciation
Loss after tax anti depreciation -632,949 -1,494,448
Loss brought forward 94,686,237 -94,053,288
Balance carried to Balance Sheet -57,674,976 -57.042.027
Current Business Operations and Future Outlook
The Company has obtained approval front Hon'ble High Court of Andhra
Pradesh in respect of its Scheme of Arrangement between M/s. K.V.R Rail
Infra Projects Pvt. Ltd. and Company The scheme or arrangement is aimed
at reorganizing the share capital on one hand with the intent to write
off certain portion off of accumulated losses and amalgamation, on the
other, with the objective of reviving the business operations of the
Company,
Directors
At the close of this Financial Year, Mr. Ranjan Kapoor was liable to
retire by rotation got appointed as a Whole- Time Director of tile
Company for a period of five financial years w.e.f September 02, 2014
i.e the date of Board Meeting in which he is appointed as Whole Time
Director,
Dividend
There being no profits, your directors regret their inability to
recommend any dividend for the Financial Year beginning on April 01,
2013 and ending on March 31,2014.
Director Responsibility Statement
As per the requirement of Section 134 of the Companies Act 2013, your
directors hereby make the following statement:
1. That in the preparation of tile accounts for the financial year
ended March 31,2014, the applicable Accounting Standards have been
followed along with proper explanations relating to material
departures;
2. That the Directors have selected such accounting policies and made
such judgments and estimates Chat are reasonable and prudent and
applied them consistently so as to give a true and fair view of the
slate of affairs of the Company at the end of the financial year and of
the profit or loss of the company for that period;
3 That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and delecting fraud and other
irregularities;
4 That the Directors have prepared the accounts of the Company for the
Financial Year ended March 31,2014on a going concern basis.
Your Company has not accepted any deposits during the period under
review within the meaning of Section 73 of the Companies Act, 2013 read
with the applicable rules of The Companies (Acceptance of Deposits)
Rules, 2014.
Particulars of Employees
During the year, there was no employee covered under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
Particulars of Conservation of Lucres. Technology Absorption and
foreign Exchange Earnings and Outgo
Particulars of Conservation of Energy, Technology Absorption anti
Foreign Exchange Earnings and Outgo as per Section l34(3)(m) of
Companies Act, 2013 along with Rule 8(3) of Companies (Accounts) Rules,
2014.
Conservation of Energy
(a) Presently, there being no operations involving energy consumption,
measures related to conservation of energy does not apply
(b) The company has not been operational in the previous financial
year, therefore need for additional investment was not felt for
reduction of consumption of energy.
(c) The company didn't undertake any production in the last financial
year,
(d) Total energy consumption and energy consumption per unit of
production as per Form A of the Annexure in respect of industries
specified in the Schedule thereto - This particular is not applicable
on Ihe company as the company is into the business of manufacturing of
carpets and hence doesn't fall under the respective Schedule-
Form of Disclosure of Particulars with respect to Absorption of
Technology Research & Development. Research & Development
1. Specific areas in which R & D carried out by the company- There was
no research and development activity carried out during the financial
year
2. Benefits derived as a result of the above R&D- No benefits were
derived, as no R&D was undertaken
3. Future plan of action - The Management of the Company is making
necessary roadmap for starting new business operations, i.e,, for
undertaking projects in the field of rail Infra.
4. Expenditure on R & D- No R&D activity was undertaken and hence the
bifurcation is not available.
Technology Absorption, Adaptation and Innovation
No technology was absorbed, adapted or innovated during the financial
year.
1. Elions, in brief, made towards technology absorption, adaptation
and innovation- No technology was absorbed, adapted or Innovated during
the last financial year.
2. Benefits derived as a result of the above efforts, e.g, product
improvement, cost reduction, product development, import substitution,
etc- Not applicable, as no such initiatives in this behalf were
undertaken,
3. import of Technology- No technology has been imported during the
last financial year.
Foreign Exchange-Earning /Outgo
Company didn't undertake any transaction involving Foreign Exchange.
Statutory Auditors
The Statutory Auditors of the Company M/s B Aggarwal & Co., Chartered
Accountants who retire at (he ensuing Annual General Meeting have
expressed their willingness to continue as Auditors of the Company.
A consent letter has been received from M/s B Aggarwal & CoÂ
Chartered Accountants, for its reappointment as Statutory auditors of
the company for the financial year 2014-2015 to 2018-2019. A written
certificate, to the effect thar the reappointment, if made, will be in
accordance with the limits specified In Section 141 and the Companies
(Audit and Auditors) Rules. 2014 (including any statutory
inodification(s) ot re-enactment thereof, for the time being in force),
has also been obtained by the company from the statutory auditors.
Your directors recommend the appointment of M/s B Aggarwal & Co.,
Chartered Accountants as Statutory Auditors of the Company till the
conclusion of next Annual General Meeting for audit of Accounts for the
financial year 2014-15.
Secretarial Compliance Certificate
The Secretarial Compliance Certificate for the financial year ending on
March 31, 2014 is attached hereto and forms part of this Report. The
Board took note of the same.
Book Closure
The transfer books of the company will be closed from September 26,
2014 to September 30, 2014 both days inclusive for purpose of Annual
General Meeting dated September 30, 2014.
Internal Control
The Company has adequate internal control procedures commensurate with
the size and nature of business. The Board of Directors periodically
reviews the audit plans, interna] audit reports, adequacy of internal
controls and risk management.
Management Discussion and Analysis Report
A report on industry analysis is attached hereto and forms part of the
Directors
Report Corporate Governance
A separate section on Corporate Governance is attached hereto and forms
part of this report.
Auditors Report and Notes on Accounts
The observations of the Auditor and Notes on Accounts and the
Managements reply with respect io the auditor's remark have been
separately attached herewith as addendum to the director's report.
Acknowledgement
Your Directors would like to express their gratitude for timely
assistance and cooperation received from Government Authorities,
Registrar and Share Transfer Agent Investors, Advisors. Hankers and all
other concerns
By order of the Board of Directors
For Axis Rail India Limited
(formerly known as Gupta Carpels International Limited")
Ranjan Kapoor
Director
DIN:00479483
Dale: September 02, 2014
Place: Secunderabad
Mar 31, 2013
To The Members
The Directors have pleasure in presenting the Annual Report of your
Company together with the audited Statement of Accounts for the
financial year ended on 31st March, 2013.
Financial Results
As on 31st March, As on 31st March,
ITEM 2013 (in Rs.) 2012 (in Rs.)
Sales and other Income - -
Loss before depreciation and tax -1,494,448.00 -1,377,871.00
Depreciation - -
Loss after tax and depreciation -1,494,448.00 -1,377,871.00
Loss brought forward -94,053,288.14 -92,558,840.14
Balance carried to Balance Sheet -57,042,027.14 -55,547,579.14*
*The Unsecured Loan of Rs. 42,011,261/- from Bank of Maharashtra is
settled for Rs. 50,000,000/- in OTS (One Time Settlement) Scheme of the
Bank.
Current Business Operations and Future Outlook
The Company is under the process of seeking requisite approvals from
the Regulators in respect of its proposed Scheme of Arrangement. The
proposed arrangement is aimed at reorganizing the share capital on one
hand with the intent to write off certain portion off of accumulated
losses and amalgamation, on the other, with the objective of reviving
the business operations of the Company.
Directors
At the close of this Financial Year, Mr. Ranjan Kapoor liable to retire
by rotation, will retire at the commencement of forthcoming Annual
General Meeting and has shown his willingness for being reappointed.
Dividend
There being no profits, your directors regret their inability to
recommend any dividend for the Financial Year beginning on 1st April
2012 and ending on 31st March 2013.
Directors Responsibility Statement
As per the requirement of Section 217 (2AA) of the Companies Act 1956,
your directors hereby make the following statement:
1. That in the preparation of the accounts for the financial year
ended 31''st March, 2013, the applicable Accounting Standards have been
followed along with proper explanations relating to material
departures;
2. That the Directors have selected such accounting policiesand and
made such judgments and estimates that are reasonable and prudent and
applied them consistently so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of
the profit or loss of the company for that period;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts of the Company for
the Financial Year ended 31''st March, 2013 on a going concern basis.
Deposits
Your Company has not accepted any deposits during the period under
review within the meaning of Section 58A of the Companies Act, 1956
read with ÂCompanies (Acceptance of Deposit) Rules 1975''.
Particulars of Employees
During the year, there was no employee covered under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Information required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988.
Conservation of Energy
(a) Presently, there being no operations involving energy consumption,
measures related to conservation of energy does not apply.
(b) The company has not been operational in the previous financial
year, therefore need for additional investment was not felt for
reduction of consumption of energy.
(c) The company didn''t undertake any production in the last financial
year.
(d) Total energy consumption and energy consumption per unit of
production as per Form A of the Annexure in respect of industries
specified in the Schedule thereto  This particular is not applicable
on the company as the company is into the business of manufacturing of
carpets and hence doesn''t fall under the respective Schedule.
Form of Disclosure of Particulars with respect to Absorption of
Technology, Research & Development.
Research & Development
1. Specific areas in which R & D carried out by the company- There was
no research and development activity carried out during the financial
year.
2. Benefits derived as a result of the above R&D- No benefits were
derived, as no R&D was undertaken
3. Future plan of action  The Management of the Company is making
necessary roadmap for starting new business operations, i.e., for
undertaking projects in the field of rail infra.
4. Expenditure on R & D
No R&D activity was undertaken and hence the bifurcation is not
available.
Technology Absorption, Adaptation and Innovation
No technology was absorbed, adapted or innovated during the financial
year.
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation- No technology was absorbed, adapted or innovated during
the last financial year.
2. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution,
etc- Not applicable, as no such initiatives in this behalf were
undertaken.
3. Import of Technology- No technology has been imported during the
last financial year.
Foreign Exchange-Earning /Outgo
Company didn''t undertake any transaction involving Foreign Exchange.
Statutory Auditors
The Statutory Auditors of the Company, ÂM/s B Aggarwal and Co. ,
Chartered Accountants, retire at the ensuing Annual General Meeting and
being eligible for re-appointment, are proposed to be re-appointed for
the Financial Year beginning on 1st April 2013 and ending on 31st March
2014. The auditors have furnished a certificate to this effect that the
proposed appointment, if made, will be in accordance with Section
224(1B) of the Companies Act 1956.
Your directors recommend the re-appointment of the Statutory Auditors
until the conclusion of next Annual General Meeting.
Secretarial Compliance Certificate
The Secretarial Compliance Certificate for the financial year ending on
31st March 2013 is attached hereto and forms part of this Report. The
Board took note of the same.
Book Closure
The transfer books of the company will be closed from 24th September
2013, to 26th September 2013 both days inclusive for purpose of Annual
General Meeting dated 30th September 2013
Management Discussion And Analysis Report
A report on industry analysis is attached hereto and forms part of the
Directors Report.
Corporate Governance
A separate section on Corporate Governance is attached hereto and forms
part of this report.
Material Changes
- Delisting of Equity Shares From Delhi Stock Exchange and Ludhiana
Stock Exchange Limited
Apart from BSE, the Equity shares of your company are listed on the
Ludhiana Stock Exchange Limited (LSE) and the Delhi Stock Exchange
Limited (DSE) , where there is no trading for many years. Neither the
Company nor any shareholders are being benefited in any manner due to
continued listing as aforesaid. Moreover, the Company is bearing
unnecessary cost of getting itself listed on LSE & DSE. Accordingly,
the Company has applied for the delisting of Company''s Shares from
Delhi Stock Exchange (DSE) and Ludhiana Stock Exchange (LSE) and in
this regard, necessary compliances related to delisting of shares have
been made with the concerned Stock Exchanges.
Auditors Report and Notes on Accounts
The observations of the Auditor and Notes on Accounts and the
Management''s reply with respect to the auditor''s remark have been
separately attached herewith as addendum to the director''s report.
Acknowledgement
Your Directors would like to express their gratitude for timely
assistance and co operation received from Government Authorities,
Registrar and Share Transfer Agent, Investors, Advisors, Bankers and
all other concerns.
By order of the Board of Directors
For Axis Rail India Limited
(Formerly known as Gupta Carpets International Limited'')
Sd/-
Ranjan Kapoor
Director
DIN: 00479483
Date: 29th August, 2013
Place: Secunderbad
Mar 31, 2009
The Directors feel pleasure in presenting the Annual Report together
with audited accounts of the company for the year ended 31st March,
2009
1. performance: of the company
The Company has suffered a net loss of Rs.24518.13/-during the
Financial year under review as compared to loss of Rs. 185621.87/- in
the previous year. The company is trying to control its expenditure so
that it may come out with better results in the future.
2. CURRENT OPERATIONS AND FUTURE PROSPECTS
Due to continuous recessionary conditions and past losses, the company
has not been able to do any significant business. In the current year
the signs of recovery are not seen. The company has done nominal
trading in textile with the hope that it will be able to significantly
develop it in future.
3. DIVIDEND
The directors have not proposed any dividend during the year in view of
losses made during the year.
4. DIRECTORATE
Shri Rajesh Gupta director of the company are retiring by rotation at
the ensuing annual general meeting and they being eligible for
reappointment have offered himself for the same.
5. AUDITORS AND AUDITORS REPORT
The Statutory auditors of the Company M/S M.S. Soand & Co. Chartered
Accountants, hold office until the conclusion of ensuing Annual General
Meeting. The Company has received letter to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1) of the Companies Act. 1956. The comments made by the
Auditors in their report are primarily on account of financial
difficulties being faced by the company. Due to paucity of fund and due
to continuous recessionary conditions and past losses, the company has
not been able to do significant business.
6. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed. Also there has been no
departure from the accounting standards;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
7. LISTING AGREEMENNT
Pursuant to Clause 32 of the listing Agreement with Stock Exchanges, it
is stated that, the company is listed at the Stock Exchange of
Ludhiana. New Delhi & Mumbai. The trading of the shares of the company
is under suspension for non payment of listing fees, the Company is
unable to generate the enough Fund flows after going into red and is
currently a sick unit.
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a
separate report on Corporate Governance is annexed to Directors
Report.
8. AUDIT COMMITTEE
The audit committee comprises of S/Shri Raman Gupta, Rajesh Gupta and
Satish Kumar Directors of the Company which meets the requirements of
Section 292A of the Companies Act, 1956. The terms of reference were as
contained in the Listing Agreement.
9. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO.
The Company is exempted from rules made under Companies (Disclosure of
particulars in the report of Board of Directors) rules 1988 hence Form
no. A & B is not given. The company also did non earn or have any outgo
of Foreign exchange.
10. INFORMATION UNER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ
WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.
No employees received salary exceeding the amount mentioned in the
above said rules.
11. COMPANY SECRETARIES
M/s Amit Vinayak & Associates. Company Secretaries as Secretary in
Whole Time Practice in Compliance of Section 3S3A (I) of the Companies
Act. 1956 hold the office up to the date of ensuing Annual General
Meeting, the necessary resolution for their reappointment is placed in
the notice calling the ensuing Annual General Meeting.
12. SECRETARIAL COMPLIANCE CERTIFICATE
In accordance with the provisions of section 383A (I) of the Companies
Act. 1956. a Compliance Certificate from M/s Amit Vinayak & Associates.
Company Secretaries Jalandhar is given in the annexure and forms part
of this report.
12. APPRECIATION
The company places on record the continue patronage of its
shareholders, Government agencies, Bankers, Supplier and Customers of
the Company. The company would like to thank its employees for its
exceflent performance in their respective duties.
On the Behalf of Board of Directors,
Sd/- Sd/-
Raman Gupta Rajesh Gupta
Place: Amritsar
Dated: 29.08.09
Mar 31, 2008
The Directors feel pleasure in presenting the 25* Annual Report
together with audited accounts of the company for the year ended 31st
March, 2008
1. FINANCIAL RESULTS
The Financial Results of the company are as under
(Rs.in Lacs)
PARTICULARS 2008 2007
Sales & Others 1.62 1.31
Loss before depreciation and tax 1.85 0.88
Depreciation NIL NIL
Loss after tax and depreciation 1.85 0.88
Loss brought forward 910 910
Balance carried to balance sheet 912 911
2. CURRENT OPERATIONS AND FUTURE PROSPECTS
Due to continuous recessionary conditions and past losses, the company
has not been able to do any significant business. In the current year
the signs of recovery are not seen. The company has done nominal
trading in textile with the hope that it will be able to significantly
develop it in future.
3. DIVIDEND
The directors have not proposed any dividend during the year in view of
losses made during the year.
4. DIRECTORATE
Shri Raman Gupta director of your company are retiring by rotation at
the ensuing annual general meeting and they being eligible for
reappointment have offered himself for the same.
5. AUDITORS AND AUDITORS REPORT
The Statutory auditors of the Company M/S Sandeep K. Sharma &
Associates, Chartered Accountants, hold office until the conclusion of
ensuing Annual General Meeting. The Company has received letter to the
effect that their appointment, if made, would be within the prescribed
limits under section 224(1) of the Companies Act, 1956. The comments
made by the Auditors in their report are primarily on account of
financial difficulties being faced by the company. Due to paucity of
fund and due to continuous recessionary conditions and past losses, the
company has not been able to do significant business.
6. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed. Also there has been no
departure from the accounting standards;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) That the directors have prepared the annual accounts on a going
concern basis.
7. LISTING AGREEMENNT
Pursuant to Clause 32 of the listing Agreement with Stock Exchanges, it
is stated that, the company is listed at the Stock Exchange of
Ludhiana, New Delhi & Mumbai. The trading of the shares of the company
is under suspension for non payment of listing fees, the Company is
unable to generate the enough Fund flows after going into red and is
currently a sick unit.
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a
separate report on Corporate Governance is annexed to Directors
Report.
8. AUDIT COMMITTEE
The audit committee comprises of S/Shri Raman Gupta, Rajesh Gupta and
Satish Verma Directors of the Company which meets the requirements of
Section 292A of the Companies Act, 1956. The terms of reference were as
contained in the Listing Agreement.
9. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO.
The Company is exempted from rules made under Companies (Disclosure of
particulars in the report of Board of Directors) rules 1988 hence Form
no. A & B is not given. The company also did not earn or have any outgo
of Foreign exchange.
10. INFORMATION UNER SECTION 217(2A) OF THE COMPANIES ACT, 1956 READ
WITH COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.
No employees received salary exceeding the amount mentioned in the
above said rules.
11. EMPLOYMENT OF FULL TIME COMPANY SECRETARY
The Company has once again advertised in the Newspaper regarding
appointment of Whole time Company Secretary at its Registered office.
However, no application for such post received by the Company.
12. APPRECIATION
The company places on record the continue patronage of its
shareholders, Government agencies, Bankers, Supplier and Customers of
the Company. The company would like to thank its employees for its
excellent performance in their respective duties.
On the Behalf of Board of Directors,
Sd/-
Rajesh Gupta
Place: Amritsar Raman Gupta
Dated: 29.08.08
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