1. INTRODUCTION
The Directors are elated in presenting the 108th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2018.
2. FINANCIAL RESULTS
(Amount in Rs)
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Particulars
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Current Financial Year (2017-2018)
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Previous Financial Year (2016-2017)
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Net Profit/(Loss)Before Depreciation and Tax
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(7,59,203)
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(9,51,384)
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Depreciation
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Nil
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Nil
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Profit / (Loss) before Tax
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(7,59,203)
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(9,51,384)
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Provision for Tax
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Nil
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Nil
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Profit/ (loss) after Tax
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(7,59,203)
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(9,51,384)
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Balance Brought forward
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(90,40,197)
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(80,88,814)
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Adjusted against capital reduction
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0.00
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0.00
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Balance carried to Balance Sheet
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(97,99,400)
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(90,40,197)
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3. OPERATION DURING THE YEAR
The Central Railway had demanded a sum of Rs.18.72 Crores in December 2002 towards repairs, rehabilitation, renewals and replacements of the railway assets. During the year also the dispute remains unresolved.
The Company has disowned the liability on the ground that these liabilities being in the nature of replacement are to be borne by the Central Railway, as per the Contracts. But in spite of disowning the liability by your Company, the Central Railway has adjusted an amount of Rs.2,30,12,005/- being the railway earnings of your Company for the period from October, 2002 to 31st March, 2018. Hence, your Company thought it proper and as an abundant caution and not to harm the interest of shareholders of the Company and therefore decided not to include the said Income from railways amounting to Rs.6,64,703/- in the Accounts for the year ended 31st March, 2018.
4. SHARE CAPITAL:
There is no change during the year under review.
5. DEPOSITORY SYSTEM:
The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
6. DIVIDEND:
Considering the loss for the year under review, your Directors do not recommend any dividend for the year ended 31st March, 2018.
7. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.
8. STATUTORY AUDITORS
M/s S.B.JAJOO & CO, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s Jain Anil & Associate Chartered Accountants, and Statutory Auditors of the Company have expressed their inability & unwillingness to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s Jai Anil & Associates, Chartered Accountants as Statutory Auditors of the Company, and who shall hold office from the conclusion of 108th Annual General Meeting till the conclusion of 113rd Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s Jain Anil & Associate chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company. The board recommends the proposed resolution with respect to appointment of M /s Jain Anil & Associates Chartered Accountants, as Statutory Auditors of the Company for your approval as a Ordinary Resolution.
9. SECRETARIAL AUDITORS
Mr. Jinendra Kumar Jain, Practicing Company Secretaries have been appointed in the Board Meeting held on 05th September, 2018 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor’s Report has been annexed to the Board Report under Annexure IV.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the Auditors in their report. The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:
a. SECRETARIAL AUDITORS'S COMMENT:
Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has failed to appoint a Company Secretary in whole time employment of the Company.
EXPLANATION:
The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.
b. SECRETARIAL AUDITOR'S COMMENT:
The Company has filed certain intimations to the Stock Exchange under the Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, related to Outcome of Board meetings after stipulated time period.
EXPLANATION:
Due to inadvertent errors certain outcomes related to Board Meeting were intimated beyond stipulated time period.
c. SECRETARIAL AUDITOR'S COMMENT:
The Company is in process of updation of its website with documents required to be uploaded thereon as per the provisions of the Companies Act, 2013 and Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
EXPLANATION:
The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website.
d. SECRETARIAL AUDITOR'S COMMENT:
The Company is not in compliance with Clause 41 (III) (b) of the Listing Agreement for the period 1st April, 2017 to 31st March, 2018 and Regulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related to publication of Notice of Board Meeting in news papers.
EXPLANATION:
Due to genuine oversight on the part of the Management, the Company has failed to comply with the above mentioned Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related to publication of notice of Board meeting in news papers. However, the management has proposed to comply with the above said SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
e. SECRETARIAL AUDITOR'S COMMENT:
The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for the period 1st April 2017 to 31st March, 2018 and Regulation 47(1)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, related publication of Financial Results in news papers.
EXPLANATION:
The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Management. However, the management has proposed to comply with the same from this financial year.
f. SECRETARIAL AUDITOR'S COMMENT:
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has failed to appoint Internal Auditor for the Financial Year 2017-18.
EXPLANATION:
Although the appointment of Internal Auditor is mandatory, the Board of Directors of the Company are of the opinion that looking at the size of the company and its business operations, the Statutory Auditors appointed by the Company have devised proper systems for internal financial control and to ensure compliance with the provisions of all the applicable laws, and that such systems are adequate and are operating effectively.
11. DIRECTORS
There were no other change in the Board of Directors of the Company during the financial year under review.
10 DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
11 BOARD MEETINGS
During the financial year under review, the Board of Directors met Four times.
04th September, 201, 13th December, 2017, 12th February2018, 28th March, 2018.
12 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.
No of complaints received: Nil
No of complaints disposed off: Nil
15 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 as at 31st March, 2018 and of its Loss for the year ended on that date;
c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st March, 2018 on a ‘going concern’ basis; and
e. They have laid down Internal Financial Controls, which are adequate and are operating effectively.
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not advanced loans or made investments or given any guarantee pursuant to Section 186 of the Companies Act, 2013 during the year under review.
17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
18 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 DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.
19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.
20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.
21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There is no Significant Material Orders Passed By The Regulators / Courts / Tribunal Impacting The Going Concern Status And Company’s Operation In Future
22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate internal financial control system, commensurate with the size of its business operations.
23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.
24 EXTRACT OF ANNUAL RETURN
The extract 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 MGT-9".
25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
a. Mr. Arvind Kumar Gupta (Chairman)
b. Mr. Shivanand Rama Hemmady (Member)
c. Mr. .Haresh Bhojwani (Member)
The above composition of the Audit Committee consists of independent Directors viz., Mr . Arvind Kumar Gupta and Mr. Shivanand Rama Hemmady who form the majority.
The Company has established a vigil mechanism and overseas through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and directors of the Company.
26 CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.
27 APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business.
Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.
Registered Office: By Order of the Board of Directors
Unit No. B-35, For The Central Province Railways Co.Ltd
Ganjawala Shopping Center Sd/- Sd/-
S.V.P. Road, Borivali West Mr. Amit Kumar Rander Mr. Haresh Bhojwani
Mumbai-400092. (Director) (Director)
(DIN: 05311426) (DIN: 02895523)
Place: Mumbai
Date: 05th September, 2018
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