| Dear Members,
The Directors have pleasure in submitting their Annual Report of the
Company together with the Audited Statements of Accounts for the year
ended 31st March 2015
1. Financial Summary
(Amount in Rs)
As at the As at the
end of end of
current previous
reporting reporting
period period
Total Revenue 17.92,52.079 15.43,65,664
Total Expenses 17,59,52,410 15, 14,29,538
Profit or Loss before
Exceptional and Extraordinary
items and Tax 32,99,670 29,36,326
Less: Exceptional Items -
Less: Extraordinary Items - -
Profit or Loss before Tax 32,99,670 29,36,326
Less: Current Tax 6,28,752 5,59,517
MAT Credit (6,28,752) (5,59,517)
Deferred Tax (21.997) 74,341
Profit or Loss After Tax 33,21,667 28,61,985
Add: Balance as per last Balance 95,07,493 66,45,508
Sheet
Less: Transfer to Reserves - -
Less: Adjustment relating to (25,25,002) -
Fixed Assets
Balance transferred to Balance 1,03,04,159 95,07,493
Sheet
2. Operational & financial growth
Total Revenue
Total income of the Company for the financial year 2014-15 comprises of
Net Sales, work contract receipt and other income amounts to Rs.1,780
Lac which is a increase of 16.88 % over last year's figure
Profit Before Tax
Profit before tax for the year under review was Rs.32.99 Lacs, a
increase of 12 36 % over the last year's figure
Profit after Tax
Profit after tax for the year under review was profit of Rs 33 22 Lacs
registered an increased of 16.07% over the last year's figure.
Earnings per Share
Earnings per share for (he year under review were Rs1.27 as compared to
Rs.1.09 for the last year
Net worth
Net worth of the Company for the financial year 2014-15 is Rs 416 94
Lac as against Rs. 408.97 Lac of the last year
3. Dividend
No Dividend has been declared for the current financial year.
4, Corporate governance
Your Company has fully complied with the requirement of Clause-49 of
the Listing Agreement regarding Corporate Governance. A Report on
Corporate Governance Practices and the Auditors Certificate on
compliance of mandatory requirements thereof Is given as annexure to
this report
5- Transfer of Unclaimed Dividend to Investor Education and Protection
Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
6. Review of Business Operations and Future Prospects
Your Directors are optimistic about company's business and hopeful of
better performance with increased revenue in next year There was no
change in the nature of business of company
During the last Financial Year your Company had invested to procure
various automatic machines and Jigs, Fixtures & Dies for development of
extra large fabricated items such as Bogie Frame Assembly, Side Wall
Assembly, Roof Assembly, Under frame Assembly etc. of different Diesel
& Electric Locomotives and Coaches Your company had assured to develop
all the pending products by the end of the year 2015-2016 and we have
groat pleasure to inform you that sincere efforts were made by
management and workers of the factory and following products are
successfully developed till date -
1. Bogie frame assembly of WAP-9/WAP-7 for Electric locomotives.
2. Bolster assembly of WAG-9M Locomotives
3. Side wall assembly of WAG-9H/WAG-7 Locomotives
4. Head stock assembly of wag-9h locomotives
5. KIT for under frame for EMD Locomotives
To maintain its current dominance in the domestic market and to meet
the future challenges, your Company is working on a long term strategic
plan, which will steer the Company towards a target of manufacture 50
Bogies frame per month , thereby meeting the strategic objectives of
achieving leadership in market
6, Opportunities & threats
There is a demand for machined castings and fabricated items Domestic
as well as International Market. However, threats from firms as well
as Wagon manufacturers are still continuing. As their prices are very
low. developed and established firms are not able to match their
prices. In line with the aspirations of ongoing growth in the fiscal
year 2014-15, company is integrating its resources and investing in new
technologies to achieve greater performance and long term growth.
Company is quite hopeful to get electrical power from DVC very shortly
and to re-start its Foundry Division by end of this Financial Year,
Once Steel Foundry Division gets started, your company is bound to take
a quantum jump from its existing position,
7. Material changes and commitment if any affecting the financial
position of the company occurred between the end Of the financial year
to which this financial statements relate and the dats of the report
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report
8- Conservation of Energy. Technology Absorption, Foreign Exchange
Earnings and Outgo
The provisions of Section 134(m) of the Companies Act, 2013 do not
apply to our Company as far as Conservation of Energy or Technology
Absorption are concerned,
Foreign Exchange Outgo:
(Amount in rs)
Nature of Expense 2014-15 2013-14
Stores & Spares Purchased 4,93,161 9,75,799
9. Statement concerning development and implementation of Risk
Management Policy of the company
The current economic environment, in combination with significant
growth ambitions of your company, carries with it an evolving set of
risks. Company recognises that these risks need to be managed to
protect its customers, employees, shareholders and other stakeholders,
to achieve its business objectives and enable sustainable growth Risk
and opportunity management is therefore a key element of the overall
corporate strategy
10. Details of policy developed and implemented by the company on its
Corporate Social Responsibility Initiatives
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable
11. Particulars of Loans. Guarantees or Investments made under section
186 of The Companies Act, 2013
Company maintained proper records for loans, guarantees or investments
made by the Company under Section 186 of the Companies Act. 2013 during
the year under review.
12. Particulars of Contracts or Arrangements made with Related Parties
Particulars of contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 is given as
annexure to this report.
13. Explanation or comments on Qualifications, reservations or adverse
remarks or disclaimers made by the Auditors and the Practicing Company
Secretary in their reports
There are no qualifications, reservations or adverse remarks made by
the Auditors in their report,
14. Company's policy relating to Directors Appointment, Payment of
Remuneration and Discharge of their Duties
Your Company has created a Nomination and Remuneration Committee which
regulates and monitors directors appointment, payment of remuneration
and evaluates their performance in discharge of there duties
15. Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure A and is attached to this Report
16. Number of Board Meetings conducted during the year under review
The Company has conducted twenty Board Meetings during the financial
year under review
17. Directors' Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies
Act. 2013 the Board hereby submit its responsibility Statement:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures,
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act far safeguarding the assets of the company and
for preventing and delecting fraud and other irregularities.
d) the directors have prepared the annual accounts on a going concern
basis,
e) the Company being unlisted, sub clause (e) of section 134(3) of the
Companies Act, 2013 pertaining to laying down internal financial
controls is not applicable to the Company; and
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
18. Subsidiaries. Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate
Company during the year given in annexure enclosed.
19. Deposits
The Company has neither accepted nor renewed any deposits during the
year under review.
20. Directors
Mr Navin Kumar Tulsyan (DIN 00304819) is hereby appointed as an
Independent Director of the Company and he shall hold office for a term
of five consecutive years from the date of this Annual General Meeting
or till the date of the 36th Annual General Meeting whichever is
earlier.
Mrs. Nikeeta Agarwalla (DIN 05155503) is hereby appointed as an
Non-Executive Director of the Company and She shall hold office for a
term of five consecutive years from the date of this Annual General
Meeting or till the date of the 38th Annual General Meeting whichever
is earlier."
21. Declaration of Independent Directors
Company received declaration from independent director under the
provisions of Section 149 of Company Acl 2013.
22. Adequacy of Internal Financial Controls with reference to Financial
Statements
The company has adequate Internal Control System commensurate with the
size and nature of the business. The system has been designed to ensure
that, all assets are acquired economically, used efficiently and
protected against loss, destruction or unauthorized use. All resources
are used efficiently and effectively Accounting, Financial and other
operational information are accurate. reliable and provided timely and
all applicable laws and internal policies are complied with true
spirit,
23. Auditors
M/s Ashok Kedia & Company Chartered Accountants were appointed as
Statutory Auditors period of 5 years in the Annual General Meeting held
in the year 2015 and are eligible for reappointment, subject to
ratification of members at ensuing Annual General Meeting of the
company.
24. Disclosure of composition of Audit Committee and providing Vigil
Mechanism
The provisions of Section 177 of the Companies Act. 2013 read with Rule
6 and 7 of the Companies (Meetings of the Board and its Powers) Rules,
2013 regarding the Audit Committee and Vigil Mechanism are formed and
works as per the position of act.
25. Shares
During the year under review, the company has undertaken following
transactions:
Increase in Share Buy Back of Sweat Equity Bonus Shares
Capital Securities
Nil Nil Nil Nil
Increase in Share Employees Stock
Capital Option Plan
Nil Nil
26. Details of significant and material orders passed by the
Regulators, Courts And Tribunals
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's
operations in future.
27. Financial Statements
Pursuant to Clause 41 of the Listing Agreement entered into with the
stock exchanges, the Board of Directors nas pleasure attaching the
Financial Statement prepared in accordance with the Accounting
Standards prescribed by the institute of Chartered Accountants of
India. Since your Company does not have any subsidiary, preparation of
the Consolidated Financial Statement is required
Listing With Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the
year 2014-2015 to BSE and CSE where the Company's Shares are listed
28. Acknowledgement
Your Directors place on record their sincere thanks to the bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company,
For and on behalf of the Board of Directors
Ashok Khaitan Suyash Khaitan
Director Director
DIN: 00293871 DIN: 03349969
Place: Kolkata
Date; 30st May 2015
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