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 âgoing concernâ 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 companyâs 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.ÂFor 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 Â 2013 2011 Â 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