annual report 2013-14 - moneycontrol.comannual report 2013-14 kalindee rail nirman (engineers)...

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Annual Report

2013-14 KALINDEE RAIL NIRMAN (ENGINEERS) LIMITED

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Contents

Corporate Information

Notice of Annual General Meeting

Directors' Report to the Shareholders

Report on Corporate Governance

CEO/CFO Certification

Auditors' Report on Corporate Governance

Auditors' Report

Balance Sheet

Profit & Loss Account

Schedules to the Accounts (Schedule No. 1 to 20)

Cash Flow Statement

Proxy Form / Attendance Slip

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Corporate Information

Board of Directors Mr. Sandeep Fuller, Managing Director Mr. Hemant Kumar, Director Mr. Suresh Kumar Khanna, Director

Mr. Shanti Narain, Director

Mr. Kamal Kishore Agarwal, Director

Mr. Mahendra Kumar Khanna, Director Bankers State Bank of India

Overseas Branch, Jawahar Vyapar Bhawan

1, Tolstoy Marg, New Delhi - 110 001

State Bank of Patiala Commercial Branch, Chandralok Building,

36, Janpath, New Delhi - 110 001

IDBI Bank Ltd.

3rd Floor, Indian Red Cross Society Building

Red Cross Road,

New Delhi - 110 001

Axis Bank Limited 148, Statesman House, Barakhamba Road,

New Delhi - 110 001

ICICI Bank Limited 9A, Phellps Building,

Connaught Place,

New Delhi - 110 001

HDFC Bank Ltd.

26, Kailash Building, K. G. Marg,

New Delhi - 110 001

IndusInd Bank Limited Dr. Gopal Das Bhawan, 28,

Barakhamba Road, New Delhi – 110 001 Auditors Amit Goyal & Co.

Chartered Accountants,

A-8, II floor, Ganpati Enclave,

Ajmer Road, Jaipur - 302 005 Registered Office F-5, Gautam Nagar

Gulmohar Park Road, New Delhi - 110 049 Corporate Office 2nd Floor, Building No. 9A, Cyber City,

DLF Phase -III, Gurgaon - 122 002

Tel.: 0124 4674800, Fax: 0124 4674887/888 Registrar & MCS Ltd.

Transfer Agent F-65, 1st Floor, Okhla Industrial Area, Phase-I,

New Delhi – 110 020

Tel.; 011 41406149, Fax: 011 41709881

Email: [email protected] Company Secretary Mr. Anil Sharma Secretarial Jatin Gupta & Associates

Consultants 303, Building No. 10159, Padam Singh Road,

Karol Bagh, New Delhi - 110 005

Tel.: 011-28755214

E-mail: [email protected]

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Our Board of Directors

Shri Sandeep Fuller is a highly qualified young professional in mid 40s (B.Tech'86,

IIT Kanpur & PGD in Management). He brings with him an outstanding experience of his

working for nearly 20 years with Indian Railways in various capacities, and thereafter Larsen

& Toubro before taking over his present assignment. His core experience is in the domain of

Metro Coaches, Locomotives, Traction and Maintenance. He has been a recipient of several

distinguished awards for outstanding performance, notably the Railway

Minister's Award for the year 2008-09 for Mumbai railway operations including suburban

operations. He has to his credit a series of papers presented by him on Modern Rolling Stock

used in Delhi Metro and other related subjects. His high academic attainments and job

experience are backed by specialized professional training at France in IT, University

of York, UK, in International Traction Systems and other innovative programmes in Singapore

and Malaysia.

Mr. Hemant Kumar, Director, is graduate in Electrical Engineering from Agra University of

the class of 1961.

He started his professional career with L & T with having tenure of about 10 years. He

joined STC of India Ltd in 1970 as Marketing Manager handling Project Export of Textile

Machinery and successfully executed number of Projects in Eqypt, South Korea & other

countries. He has been with Texmaco Limited for over 35 years and has handled various

challenging assignments including heading Marketing of Textile Machinery Division,

International Division and as Sr. Vice President, New Delhi. In 1983, he was deputed to Birla

Textiles (Prop. Texmaco Limited), Delhi as Chief Executive where he successfully re-

structured the operation with a remarkable turnaround

He presently holds the charge as Executive Director, Texmaco Infrastructure & Holding

Limited, Delhi spearheading the Company’s forays in Real Estate Sector.

Mr. Hemant Kumar is closely associated with Birla Institute of Technology and Science

(BITS), Pilani as Member of The Board of Governors. He was President of Textile Association

Delhi and Vice Chairman of Textile Machinery Manufacturers Association. Mr Hemant

Kumar is also the Member Secretary, K K Birla Academy.

Suresh Kumar Khanna, Director, is a former Member (Electrical) of Railway Board,

Ministry of Railways and ex-officio Secretary to the Government of India. where he looked

after monitoring and planning of the working of Electrical and Signal & Telecommunication

Departments of Indian Railways. He is technically sound and has expert knowledge of

management of Railways. He has held various important posts in Indian Railways in

Executive and Administrative capacity. He has brought his expertise and knowledge forward

to help Kalindee plan for business growth.

Shanti Narain, Director, is a former Member (Traffic) of Railway Board, Ministry of

Railways and ex-officio Secretary to the Government of India. He has 38 years of experience

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of managing Operating and Commercial Departments of Indian Railways at all levels of

hierarchy including the Apex level. He has thorough knowledge and expertise in working of

Railways. He has rich experience of corporate management. He is associated with NTPC and

Visa Steel where he is an Independent Director. He is also a Consultant to Asian Development

Bank and Government of Bangladesh for reforms and restructuring program for Bangladesh

Railways.

K. K. Agrawal, Director, has 37 years of long and wide experience of working in Indian

Railways in various capacities of administrative, technical and management functions. He is a

former Member (Traffic) of Railway Board, Ministry of Railways and ex-officio Secretary to

the Government of India. As a Railway Board member his duties involved monitoring and

guiding Commercial and Operational, Safety and Strategic Planning activities for entire

network of Indian Railways. His association has been very beneficial to Kalindee in planning

their activities for building Railway Infrastructure.

Mahendra Kumar Khanna, Director, a retired IAS Officer, has more than 40 years of long

administrative experience including six & half years in Indian Army. As an IAS officer he has

held several senior assignments including Commissioner, Housing Board and Commissioner

Industries in the state of Rajasthan. His immense exposure and experience in Govt. is expected to

bring in certain dynamism in the company. His was inducted in the Board on 29/04/2011.

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IMPORTANT COMMUNIQUE FOR MIMPORTANT COMMUNIQUE FOR MIMPORTANT COMMUNIQUE FOR MIMPORTANT COMMUNIQUE FOR MEEEEMBERSMBERSMBERSMBERS

Members are requested to register their eMembers are requested to register their eMembers are requested to register their eMembers are requested to register their e----mail mail mail mail address (address (address (address (es) and changes therein from time es) and changes therein from time es) and changes therein from time es) and changes therein from time

to time, by directly sending the relevant email address alongwith details of name, address, to time, by directly sending the relevant email address alongwith details of name, address, to time, by directly sending the relevant email address alongwith details of name, address, to time, by directly sending the relevant email address alongwith details of name, address,

ffffolio olio olio olio nnnno., shares held: o., shares held: o., shares held: o., shares held:

i) To the Registrars and Share Transfer Agents, M/s. MCS Ltd for shares held in physical i) To the Registrars and Share Transfer Agents, M/s. MCS Ltd for shares held in physical i) To the Registrars and Share Transfer Agents, M/s. MCS Ltd for shares held in physical i) To the Registrars and Share Transfer Agents, M/s. MCS Ltd for shares held in physical

form and;form and;form and;form and;

ii) ii) ii) ii) In respect of shares held in demat mode, also provide DP ID/Client ID with the above In respect of shares held in demat mode, also provide DP ID/Client ID with the above In respect of shares held in demat mode, also provide DP ID/Client ID with the above In respect of shares held in demat mode, also provide DP ID/Client ID with the above

detailsdetailsdetailsdetails

and register the same with their respective Depository Participants. Upon registration of and register the same with their respective Depository Participants. Upon registration of and register the same with their respective Depository Participants. Upon registration of and register the same with their respective Depository Participants. Upon registration of

the email the email the email the email address (address (address (address (es), the Company proposes to send Notices, Annual Repoes), the Company proposes to send Notices, Annual Repoes), the Company proposes to send Notices, Annual Repoes), the Company proposes to send Notices, Annual Report and such rt and such rt and such rt and such

other documents to those Members via electronic mode/eother documents to those Members via electronic mode/eother documents to those Members via electronic mode/eother documents to those Members via electronic mode/e----mail.mail.mail.mail.

This will lead to considerable saving in form of Paper, This will lead to considerable saving in form of Paper, This will lead to considerable saving in form of Paper, This will lead to considerable saving in form of Paper, DispatchDispatchDispatchDispatch as part of Green initiative as part of Green initiative as part of Green initiative as part of Green initiative

of MCA and Kalindee’s as well.of MCA and Kalindee’s as well.of MCA and Kalindee’s as well.of MCA and Kalindee’s as well.

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KALINDEE RAIL NIRMAN (ENGINEERS) KALINDEE RAIL NIRMAN (ENGINEERS) KALINDEE RAIL NIRMAN (ENGINEERS) KALINDEE RAIL NIRMAN (ENGINEERS) LIMITEDLIMITEDLIMITEDLIMITED

CIN :L64120DL1984PLC114336CIN :L64120DL1984PLC114336CIN :L64120DL1984PLC114336CIN :L64120DL1984PLC114336

Email id: [email protected] website: www.kalindee.net

Registered Office: F-5, Gautam Nagar, Gulmohar Park Road, New Delhi – 110 049

NOTICENOTICENOTICENOTICE

Notice is hereby given that the 30th Annual General Meeting of the members of Kalindee Rail

Nirman (Engineers) Limited will be held on the 14th day of November 2014, at 11.00 a.m. at

Royal Garden, G T Karnal Road, Mukhmel Pur Bandh, near Hanuman Mandir, Alipur, Delhi 110

036 to transact the following Business

ORDINARY BUSINESS:ORDINARY BUSINESS:ORDINARY BUSINESS:ORDINARY BUSINESS:

1. To receive, consider and adopt the Profit & Loss Account of the company for the year ended

31st March, 2014 and the Balance Sheet as at that date and the Report of Directors and

Auditors thereon.

2. To appoint a Director in place of Mr Suresh Kumar Khanna having DIN 00233505, who retires

by rotation, and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr Shanti Narain having DIN 00233438, who retires by

rotation, and being eligible, offers himself for re-appointment.

4. To appoint auditors to hold office from the conclusion of this AGM until the conclusion of the

next AGM and to fix their remuneration and to pass the following resolution thereof.

“RESOLVED THAT“RESOLVED THAT“RESOLVED THAT“RESOLVED THAT M/s Amit Goyal & Co., Chartered Accountants, Jaipur retiring auditors of

the Company having Firm Registration no. 003778C shall not be re-appointed to act as

Statutory Auditors of the Company and accordingly their tenure comes to an end on the

conclusion of ensuing Annual General Meeting.

RESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THAT subject to the provisions of Section 225 and other applicable

provisions, if any, of the Companies Act, 1956, read with applicable provisions of Section 139

to 147 (Both inclusive) read with Chapter X of the Companies Act, 2013 M/s. S.S Kothari

Mehta & Co. Chartered Accountants, New Delhi, bearing ICAI Registration No. 000756N, be

and are hereby appointed as Statutory Auditors of the Company till the conclusion of the 35th

AGM of the Company to be held in the year 2019 (subject to ratification of their appointment

at every AGM), at such remuneration plus out-of-pocket expenses as may be mutually agreed

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by the Board of Directors of the Company on the recommendation of the Audit Committee of

Directors .

SPECIAL BUSINESS:SPECIAL BUSINESS:SPECIAL BUSINESS:SPECIAL BUSINESS:

ITEM No. ITEM No. ITEM No. ITEM No. 1111

To consider and if thought fit, to pass, with or without modification(s) the following resolution as To consider and if thought fit, to pass, with or without modification(s) the following resolution as To consider and if thought fit, to pass, with or without modification(s) the following resolution as To consider and if thought fit, to pass, with or without modification(s) the following resolution as

aaaa Special ResolutionSpecial ResolutionSpecial ResolutionSpecial Resolution

“RESOLVED THAT,“RESOLVED THAT,“RESOLVED THAT,“RESOLVED THAT, in supercession of earlier resolution of members passed under Section 293 of

the Companies Act, 1956, pursuant to provisions of Section 180(1)(c) and other applicable

provisions, if any, of the Companies Act, 2013 and the Rules made there under read with Articles

of Association of the Company (including any statutory modifications or re-enactment thereof for

the time being in force) and subject to any other approval, if required, consent of the members be

and is hereby accorded to board so as to enable them to borrow money not exceeding Rs. 1500.00

Crore (Rupees One Thousand Five Hundred Crores only) for the purpose of business of the

Company notwithstanding that moneys to be borrowed together with moneys already borrowed

by the Company (apart from the temporary loans obtained/to be obtained from the Company’s

Bankers in the ordinary course of business) will exceed the aggregate of the paid-up share capital

of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose,

in one or more than one tranche, at such time or times and from time to time and in such form or

manner as the Board may in its absolute discretion deem fit, from banks, public financial

institutions, body(ies) corporate or any other party by the Company, from time to time, together

with interest, at the respective agreed rates, additional interest, compound interest, accumulated

interest, liquidated damages, commitment fee, premia on prepayment, additional interest, further

interest, remuneration of the agent(s), trustee(s), if any, all other costs, charges and expenses and

all other monies payable by the Company in terms of the financing documents, or any other

documents, entered into/to be entered into between the Company and the lenders, agents and

trustees in respect of the said borrowings/financial assistance and containing such specified terms

and conditions and covenants in respect of enforcement of security(ies) as may be stipulated in

that behalf and agreed to between the Company and the lenders, (including their agent(s),

trustee(s)).

RESOLVED FURTHER THAT RESOLVED FURTHER THAT RESOLVED FURTHER THAT RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do such acts,

deeds and things as may be deemed expedient to give effect to the above resolution."


To consider and if thought fit, to pass, with or without modification(s), the following resolution To consider and if thought fit, to pass, with or without modification(s), the following resolution To consider and if thought fit, to pass, with or without modification(s), the following resolution To consider and if thought fit, to pass, with or without modification(s), the following resolution

asasasas aaaa Special Resolution:Special Resolution:Special Resolution:Special Resolution:

"RESOLVED T"RESOLVED T"RESOLVED T"RESOLVED THATHATHATHAT,,,, in supercession of earlier resolution of members passed under Section 293 of

the Companies Act, 1956, pursuant to Section 180(1)(a) and other applicable provisions, if any, of

the Companies Act, 2013 and the Rules made there under (including any statutory modifications

or re-enactment thereof for the time being in force) and of previous company law (as defined in

the Companies Act, 2013) and the Articles of Association of the Company and subject to any

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other approval, if required, consent of the members be and is hereby accorded to the Board so as

to enable them to sell, lease or otherwise dispose of the whole or substantially the whole of the

undertaking of the company and provide security by way of equitable or any other mortgage,

hypothecate and/or charge, in addition to any other mortgage, hypothecations or charges

created/to be created by the Company, in such form and manner and with such ranking and at

such time and on such terms as the Board may determine, on all or any of the movable and/or

immovable properties of the Company (including but not limited to all intangible property, rights

and benefits under all contracts and agreements entered into by the Company and the monies of

and long term receivables of, and the loans and advances made by, the Company), both present

and future, and/or the whole or substantially the whole of the undertaking or any part of

properties of the Company where so ever situated, in favour of the lender(s) and/or their agent or

trustees for securing the borrowings and financial assistance obtained/to be obtained from banks,

public financial institutions, body(ies) corporate or any other party by the Company, from time to

time, together with interest, at the respective agreed rates, additional interest, compound interest,

accumulated interest, liquidated damages, commitment fee, premia on prepayment, additional

interest, further interest, remuneration of the agent(s), trustee(s), if any, all other costs, charges

and expenses and all other monies payable by the Company in terms of the financing documents,

or any other documents, entered into/to be entered into between the Company and the lenders,

agents and trustees in respect of the said borrowings/financial assistance and containing such

specified terms and conditions and covenants in respect of enforcement of security(ies) as may be

stipulated in that behalf and agreed to between the Company and the lenders, (including their

agent(s), trustee(s)).

RESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THATRESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do such acts,

deeds and things as may be deemed expedient to give effect to the above resolution."


To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary ResolutionResolutionResolutionResolution:

“RESOLVED THAT “RESOLVED THAT “RESOLVED THAT “RESOLVED THAT pursuant to the provisions of Sections 160 and other applicable

provisions of the Companies Act, 2013 and the rules made there-under (including any

statutory modification(s) or re-enactment thereof for the time being in force) Shri

Hemant Kumar having (DIN 0359981), a non executive Director of the Company who

was appointed to act as Additional cum Nominee Director and whose period of office

shall come to an end on the date of ensuing Annual General Meeting and whose office is

liable to determination by retirement of directors by rotation, and who is eligible for

appointment, and in respect of whom the Company has received a notice in writing from

a member proposing his candidature for the office of Director, be and is hereby appointed

as Director of the Company .”

ITEM No. 4ITEM No. 4ITEM No. 4ITEM No. 4

To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary ResolutionResolutionResolutionResolution:

10

“RESOLVED THAT “RESOLVED THAT “RESOLVED THAT “RESOLVED THAT pursuant to the provisions of Sections 160 and other applicable

provisions of the Companies Act, 2013 and the rules made there-under (including any

statutory modification(s) or re-enactment thereof for the time being in force) Shri

Sandeep Fuller having (DIN 06754262), Executive Director of the Company who was

appointed to act as Additional cum Managing Director and whose period of office shall

come to an end on the date of ensuing Annual General Meeting and whose office is liable

to determination by retirement of directors by rotation, and who is eligible for

appointment, and in respect of whom the Company has received a notice in writing from

a member proposing his candidature for the office of Director, be and is hereby appointed

as Director of the Company.”


To consider and if thought fit, to pass with or without modification(s), the following resolution as

a Special ResolutionSpecial ResolutionSpecial ResolutionSpecial Resolution::::

“RESOLVED THAT“RESOLVED THAT“RESOLVED THAT“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicable

provisions of the Companies Act, 2013 and the rules made there under (including any statutory

modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the

Companies Act, 2013 and Articles of Association of the Company and subject to the approval of

Central Government or other Government authority/agency/board, if any, the consent of the

shareholders of the Company be and is hereby accorded to re-appoint Mr. Sandeep Fuller (having

DIN 06754262) as Managing Director of the Company for a period of three years with effect from

February 07, 2014 pursuant to said appointment being approved by the Board of Directors in its

meeting.

FURTHER RESOLVED THFURTHER RESOLVED THFURTHER RESOLVED THFURTHER RESOLVED THATATATAT pursuant to the provisions of Section 196, 197, 203 and any other

applicable provisions of the Companies Act, 2013 and the rules made there under (including any

statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule

V to the Companies Act, 2013 and Articles of Association of the Company and subject to the

approval of Central Government or other Government authority/agency/board, if any, approval of

the Company be and is hereby accorded to pay a remuneration of Rs. NIL to Mr. Sandeep Fuller,

Managing Director of the Company.

FURTHER RESOLVED THATFURTHER RESOLVED THATFURTHER RESOLVED THATFURTHER RESOLVED THAT the Board of Directors of the Company or any committee thereof

be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it

may think necessary, expedient or desirable; to settle any question or doubt that may arise in

relation thereto in order to give effect to the foregoing resolution and to seek such approval/

consent from the government departments, as may be required in this regard.

FURTHER RESOLVED THATFURTHER RESOLVED THATFURTHER RESOLVED THATFURTHER RESOLVED THAT the Board of Directors of the Company or any committee thereof

be and is hereby also authorized to amend, alter, modify or otherwise vary the terms and

conditions of appointment of Mr. Sandeep Fuller, Managing Director, including the components

of the remuneration payable to him, if any at a later stage, subject to the overall cap within the

provisions in sync with Companies Act, 2013.

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ITEM No.ITEM No.ITEM No.ITEM No. 6666


an Ordinary ResolutionResolutionResolutionResolution:

“RESOLVED THAT “RESOLVED THAT “RESOLVED THAT “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, and other applicable


modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the

Companies Act, 2013 and clause 49 of the Listing Agreement, Shri Shanti Narain (DIN 00233438)

a non executive Director of the Company whose period of office is not liable to determination by

retirement of directors by rotation, who has submitted a declaration that he meets the criteria for

independence as provided in section 149(6) of the Act and who is eligible for appointment, and in

respect of whom the Company has received a notice in writing from a member proposing his

candidature for the office of Director, be and is hereby appointed as an Independent Director of

the Company to hold office for a term of five years up to 13th November, 2019 from the date of

this Annual General Meeting i.e. 14th November, 2014 to 13th November, 2019 (both days

inclusive).”




“RESOLVED THAT “RESOLVED THAT “RESOLVED THAT “RESOLVED THAT pursuant to the provisions of Sections149, 150, 152, and other applicable



Companies Act, 2013 and clause 49 of the Listing Agreement, Shri M K Khanna (DIN 03509134) a

non executive Director of the Company whose period of office is not liable to determination by







inclusive).”




“RESOLVED THAT “RESOLVED THAT “RESOLVED THAT “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, and other applicable



Companies Act, 2013 and clause 49 of the Listing Agreement, Shri K K Agarwal (DIN 02655349) a



12






inclusive).”

ITEM No.ITEM No.ITEM No.ITEM No. 9999



“RESOLVED THAT “RESOLVED THAT “RESOLVED THAT “RESOLVED THAT pursuant to the provisions of Sections149, 150, 152, and other applicable



Companies Act, 2013 and clause 49 of the Listing Agreement, Shri S K Khanna (DIN 0233505) a








inclusive).”

For Kalindee Rail Nirman (Engineers) LimitedKalindee Rail Nirman (Engineers) LimitedKalindee Rail Nirman (Engineers) LimitedKalindee Rail Nirman (Engineers) Limited

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

PlacePlacePlacePlace :::: GurgaonGurgaonGurgaonGurgaon

Sd/Sd/Sd/Sd/----

Hemant KumarHemant KumarHemant KumarHemant Kumar

DirectorDirectorDirectorDirector

DIN : DIN : DIN : DIN : 03599801035998010359980103599801

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NOTES:

1. A Member entitled to attend and vote at the Annual General Meeting (‘AGM’) may

appoint a Proxy to attend and vote on a poll on his / her behalf, and the Proxy need not be

a member of the Company.

The instrument appointing Proxy, in order to be effective, duly signed and completed, must be

deposited at the Registered Office of the Company located at F-5, Gautam Nagar, Gulmohar Park

Road, New Delhi 110 049 not less than FORTY-EIGHT HOURS before the commencement of the

AGM i.e. by 11.00 A.M. on 14th November, 2014. Proxies submitted on behalf of Limited

Companies,

Societies etc. must be supported by appropriate Resolution(s)/Authority as may be applicable.

A Person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the

aggregate not more than 10% of the total paid up Share Capital of the Company. In case a proxy is

proposed to be appointed by a Member holding more than 10% of the total paid up Share Capital

of the Company carrying voting rights, then such proxy shall not act as a proxy for any other

Member(s).

2. The Register of Members and Share Transfer Books shall be available for inspection by

members.

3. Annual Report and AGM Notice is available at the website of the Company at

www.kalindee.net.

4. The Register of Members and Share Transfer Books of the Company will remain closed from

12th November 2014 to 13th November 2014 (both days inclusive) for the purpose Annual

General Meeting.

5. Members are requested to:

(a) Notify the change in address if any, with Pin Code numbers immediately to the

Company (in case of shares held in physical mode).

(b) Bring their copy of the Annual Report and Attendance Slip with them at the

Annual General Meeting.

(c) Quote their Regd. Folio Number/DP and Client ID Nos. in all their correspondence

with the Company or its Registrar and Share Transfer Agent.

6. In compliance with provisions of the Companies Act, 2013, the Company is also

offering the e-voting facility to the Members to enable them to cast their votes

electronically. Please note that e-voting is optional and not mandatory. E-voting

14

facility would remain open from November 5, 2014 9.00 a.m to November 10, 2014

5.00 p.m (both days inclusive).

7. Mr. Prakash Sinha, Practicing Chartered Accountants has been appointed as the

scrutinizer who will give his report on the votes cast through e-voting system.

8. Corporate members intending to send their authorized representatives to attend the meeting are

requested to send to the company a certified copy of Board Resolution authorizing their

representative to attend and vote on their behalf at the meeting.

9. In view of Articles of Association of your company read with Section 152 of the Companies

Act, 2013, Mr. Shanti Narain & Mr. Suresh Kumar Khanna , Directors retire by rotation at the

ensuing Meeting and both being eligible, offered themselves for re-appointment. The Board has

decided to re-appoint both the persons.

10. Members holding shares in electronic form are requested to intimate immediately any change in

their address or bank mandates to their Depository participants with whom they are maintaining

their demat accounts. Members holding shares in physical form are also requested to advise any

change of address immediately to the company/Registrar and Transfer Agent i.e. M/s MCS

Limited.

11. Equity shares of the company fall under the category of compulsory demat trading by all

investors. Shareholders are requested to consider dematerialization of their shareholding so as to

avoid inconvenience.

12. Securities and Exchange Board of India (SEBI) vide Circular No. MRD/DoP/Cir-05/2009 dt.

May 20, 2009 has issued a circular on PAN requirement for transfer of shares in physical form.

For Securities market transactions and off-market/private transactions involving transfer of

shares in physical form, it shall be mandatory for the transferee(s) to furnish copy of PAN card

to the company/RTA for registration of such transfer of shares.

13. Members who hold shares in physical form in multiple folios in identical names or joint holding

in the same order of names are requested to send the share certificates to M/s MCS Limited for

consolidation into a single folio.

14. Non Resident Indian members are requested to inform M/s MCS Limited immediately of

a. Changes in their residential status on return to India for permanent settlement.

b. Particulars of their bank account maintained in India with complete name, branch, account

type, account number and address of the bank with pin code number, if not furnished

earlier.

15. Members/Proxies are requested to bring the Attendance Slip with them duly filled in and hand

over the same at the entrance of the Meeting Hall along with their copy of Annual Report.

16. In case of joint holders attending the Meeting, only such joint holder who is higher in the order

of names will be entitled to vote.

17. Pursuant to the requirements of the Listing Agreement of Stock Exchanges on

Corporate Governance, the information about the Directors proposed to be

15

appointed / re-appointed at the Annual General Meeting is given in the Annexure to

the Notice.

18. Documents relating to any of the items mentioned in the notice are open for inspection at the

Registered Office of the company on any working day during business hours up to the date of

the forthcoming Annual General Meeting.

19. Kalindee is concerned about the environment and utilizes natural resources in a sustainable way.

The Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17 /

2011 and 18 / 2011, dated April 21, 2011 and April 29, 2011 respectively, permitted companies

to send official documents to their shareholders electronically as part of its green initiatives in

corporate governance.

Recognizing the spirit of the circular issued by the MCA, we are sending documents like the

Notice convening the general meetings, Financial Statements, Directors' Report, Auditors'

Report, etc., to the email addresses provided by you with your depositories. We request you to

update your email address with your depository participant to ensure that the annual report and

other documents reach you on your preferred email account.

20. Members are advised to refer to the Shareholders’ Reference provided in the Annual

Report. Members may also note that the Notice of the 30th Annual General Meeting

and the Annual Report for 2014 will also be available on the Company’s website

www.kalindee.net.com. The Notice of AGM shall also be available on the website

of CDSL viz. www.evoting.cdsl.com.

21. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in

respect of all the businesses specified above is annexed hereto.

22 In compliance � During the voting period, the shareholders can visit the e-Voting website

www.evotingindia.com and select the relevant EVSN / Company for voting.

� Shareholders who have voted on an earlier instance of voting can login using their

user-id and password.

� First time shareholders can login to the e-Voting system using their user-id (i.e. demat

account number), PAN and Date of Birth (DOB) or Bank account number mentioned

for the said demat account or folio.

� After logging in, demat security holders will have to mandatorily change their

password. This password can be used by demat security holders for all future voting

on resolutions of companies in which they are eligible to vote. Physical shareholders

will have to login with the DOB and Bank details for every voting.

� Security holders have to then select the EVSN for which they desire to vote.

� Security holders can then cast their vote on the resolutions available for voting.

16

� Security holders can also view the resolution details on the e-Voting website.

� Once the security holder casts the vote, the system will not allow modification of the

same.

� During the voting period, security holders can login any number of times till they

have voted on all the resolutions. However, once the security holder has voted on a

resolution he/she would not be able to vote for the same resolution again but may

view the voting.

� Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to

log on to https://www.evotingindia.co.in and register themselves, link their account

which they wish to vote on and then cast their vote. They should upload a scanned

copy of the Board Resolution in PDF format in the system for the scrutinizer to verify

the vote.

For Kalindee Rail Nirman (EnginKalindee Rail Nirman (EnginKalindee Rail Nirman (EnginKalindee Rail Nirman (Engineers) Limitedeers) Limitedeers) Limitedeers) Limited



Sd/Sd/Sd/Sd/----



DIN:DIN:DIN:DIN: 03599801035998010359980103599801

17

EXPLANATORY STATEMENTEXPLANATORY STATEMENTEXPLANATORY STATEMENTEXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)(Pursuant to Section 102 of the Companies Act, 2013)(Pursuant to Section 102 of the Companies Act, 2013)(Pursuant to Section 102 of the Companies Act, 2013)

Item No. 1 & 2Item No. 1 & 2Item No. 1 & 2Item No. 1 & 2

The members of the Company at the annual general Meeting held on 29th September,

2012 have authorized the Board of Directors of the Company to borrow and create charge

for securing the loans / borrowings availed from time to time from the lenders / banks /

institutions etc., such sum or sums of money which together with the monies already

borrowed by the Company may exceed the aggregate of the Paid-up Capital of the

Company and its free reserves, provided that the total amount so borrowed and

outstanding at any time shall not exceed Rs. 1000 Crores (Rupees One Crores Only).

Keeping in view with the efflux of time the said sanctioned limit is seemingly not sync

with Company’s scale of operations and accordingly your board has decided to seek fresh

approved so as to enable board to create charge over its assets and borrow money from

banks / FIIs etc. beyond the aggregate of its paid up capital and capital reserves.

Accordingly to meet the increasing long term working capital requirements and for

financing the present and future projects of the Company, the Board of Directors request

the Members to accord their consent to borrow monies and create charge for securing the

loans / borrowings availed from time to time from the lenders/ banks / institutions etc., to

such extent up to a maximum limit of Rs 1500 Crores (Rupees One Thousand Five

Hundred Crores only) to be outstanding at any given point of time as per the provisions

of the Companies Act , 2013

Item No. Item No. Item No. Item No. 3333 & 4& 4& 4& 4

The Company had, pursuant to change in ownership i.e. acquisition by Texmaco,

appointed Mr. Hemant Kumar as Additional cum Nominee Director in board meeting

held on 27.12.2013 and Mr. Sandeep Fuller as Additional Cum Managing Director in

board meeting held on 7.02.2014. In terms of provisions of Section 161 the said tenure

shall come to an end on the date of ensuing Annual General Meeting and considering the

enduring benefits to the Company, it was considered prudent to continue with their

respective appointments. Accordingly, in terms of applicable provisions of Section 160 of

the Companies Act, 2013, a notice as required from a member proposing their

candidature was received for confirmation by members in ensuing AGM alongwith

requisite deposit.

In compliance with the provisions of section 160 read with Company’s Articles of

Association, the appointment of these directors as Directors is intended to be placed

18

before consideration and approval of members in ensuing AGM and is accordingly

inserted in agenda of said meeting.

It is worth stating here that none of the Directors of the Company are concerned or

interested in the resolution. None of the Directors hold any shares in the Company

except Mr. S K Khanna. Mr. Hemant Kumar and Mr. Sandeep Fuller being nominee

directors of Texmaco may be treated as concerned and / or interested in their respective

appointments, despite their personal holding to be NIL, on account of their representing

promoter of the Company i.e. M/s Texmaco.

In view of same, it is proposed to appoint Mr. Sandeep Fuller and Mr. Hemant Kumar as

Directors on the Board of the Company.

Item no. Item no. Item no. Item no. 5555

Sh. Sandeep Fuller, Managing Director of the company was appointed to act as such by Board. It

is worth stating here that Mr. Sandeep Fuller is an Executive Director on the Board of the

Company as he is representing M/s Texmaco i.e. Acquirer, yet not drawing any remuneration

from the Company, as he is drawing his remuneration from M/s Texmaco itself. Strictly invoking

the provisions of Listing Agreement, Companies Act, 1956 and Companies Act, 2013 (to the

extent applicable), Mr. Sandeep Fuller is not considered as an Independent Director and by

invoking the criteria of independence all other directors except associated with Texmaco are

considered as Independent Directors.

The Board of Directors of the company at their meeting held on 13.10.2014 discussed the issue

related to re-appointment of Shri Sandeep Fuller as Managing Director of the company for a

period of 3 years.

Shri Sandeep Fuller is B. Tech, IIT Kanpur and PGD in Management and has wide experience.

The association and services of Sh. Sandeep Fuller has been useful to the company and the Board

of Directors after evaluating his working performance and efficiency, are in opinion that his re-

appointment as Managing Director would be in the best interest of the company. The Board of

Director considered that Sh. Sandeep Fuller be re-appointed as Managing Director as per the

terms of appointment and the resolution placed before you for your approval. A brief profile of

Mr. Sandeep Fuller is also stated elsewhere for kind perusal of members and in compliance with

provisions of Companies Act and Listing Agreement.

Shri Sandeep Fuller is a highly qualified young professional in 40s (B.Tech’86, IIT Kanpur & PGD

in Management). He brings with him an outstanding experience of his working for nearly 20

years with Indian Railways in various capacities, and thereafter Larsen & Toubro before taking

over his present assignment. His core experience is in the domain of Rolling Stock, Metro

Coaches, Locomotives, Traction and Maintenance.

He has been a recipient of several distinguished awards for outstanding performance, notably the

Railway Minister’s Award for the year 2008-09 for Mumbai Railway operations including

suburban operations. He has to his credit a series of papers presented on Modern Rolling Stock

used in Delhi Metro and other related subjects. His high academic attainments and job experience

19

are backed by specialized professional training at France in IT, University of York, UK, in

International Traction Systems and other innovative programmes in Singapore and Malaysia.

The Board of Directors, therefore, recommends the above resolution for your approval. None of

the Directors except Mr. Sandeep Fuller is considered as interested or concerned in the said

resolution to the extent of his re-appointment as Managing Director and remuneration which

may be received by him after appointment, yet it is worth stating here that presently no

remuneration is intended to be paid. The remuneration if paid shall be paid after complying with

law of land in this regard.

The following additional information as required under Schedule V to the Companies Act, 2013 is The following additional information as required under Schedule V to the Companies Act, 2013 is The following additional information as required under Schedule V to the Companies Act, 2013 is The following additional information as required under Schedule V to the Companies Act, 2013 is

given below:given below:given below:given below:

I. General Information:I. General Information:I. General Information:I. General Information:

(i) Nature of Industry:

The Company is, inter alia, involved in the business of Railway Infrastructure

(ii) Date or expected date of commencement of commercial production:

The Company was incorporated on 15.02.1984.

The Company is in operation since then. Hence there is no information as aforesaid required to

be furnished.

(iii) In case of new companies, expected date of commencement of activities as per project

approved by financial institutions appearing in the prospectus:

Not Applicable.

(iv) Financial performance based on given indicators – (as per audited financial results for the year

ended 31st March, 2014):

Particulars (Rupees in Crores)

Gross Turnover 253.98

Other Income 6.19

Net profit as per (7.10)

Statement of Profit

& Loss (After Tax)

(v) Foreign investments or collaborators, if any:

Not Applicable.

20

II. Information about the appointee: II. Information about the appointee: II. Information about the appointee: II. Information about the appointee:

(i) Background details:

Shri Sandeep Fuller is a highly qualified young professional in 40s (B.Tech’86, IIT Kanpur & PGD

in Management). He brings with him an outstanding experience of his working for nearly 20

years with Indian Railways in various capacities, and thereafter Larsen & Toubro before taking

over his present assignment. His core experience is in the domain of Rolling Stock, Metro

Coaches, Locomotives, Traction and Maintenance.

He has been a recipient of several distinguished awards for outstanding performance, notably the

Railway Minister’s Award for the year 2008-09 for Mumbai Railway operations including

suburban operations.

He has to his credit a series of papers presented on Modern Rolling Stock used in Delhi Metro and

other related subjects. His high academic attainments and job experience are backed by

specialized professional training at France in IT, University of York, UK, in International Traction

Systems and other innovative programmes in Singapore and Malaysia.

Shri Fuller is presently also associated with Texmaco i.e. promoter of the Company as Whole

Time Director.

(ii) Past remuneration during the financial year ended 31st March, 2014:

NIL

(iii) Recognition or awards:

Refer “Background details” as stated above.

(iv) Job Profile and his suitability:

Refer “Background details” as stated above.

(v) Remuneration proposed:

NILNILNILNIL

(vi) Comparative remuneration profile with respect to industry, size of the Company, profile of

the position and person:

No information is required to be furnished since it is resolved to not to pay any remuneration to

Sh. Sandeep Fuller as MD. As he is drawing his remuneration from the Promoter Company, it is

presumed that the efforts made in by Sh. Sandeep Fuller stands suitably remunerated by parent

Company.

(vii) Pecuniary relationship directly or indirectly with the Company, or relationship with the

managerial personnel, if any:

21

The Executive and Non Executive Directors do not have any pecuniary relationship with the

Company or relationship with the managerial personnel except by way of receiving sitting fee for

attending meetings of Board and various committees.

IV. Disclosures:

The information and Disclosures of the remuneration package of the Executive Directors have

been mentioned in the Annual Report under the Corporate Governance Report.

This also forms a part of disclosure under Clause 49 of the Listing Agreement.

No other Director or Key Managerial Personnel including their relatives is, in any way, concerned

or interested, financially or otherwise, in the proposed Resolution except to their Shareholding

interest, if any, in the Company.

ITEM NO. 6 TO 9ITEM NO. 6 TO 9ITEM NO. 6 TO 9ITEM NO. 6 TO 9

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with

the Stock Exchanges, appointed Mr. Shanti Narain, Mr. S K Khanna, Mr. M K Khanna and Mr. K

K Agarwal, as Independent Directors in board meeting held on 13th October, 2014, in compliance

with the requirements of the clause read with Section 149 of the Companies Act, 2013 and

various other applicable provisions.

Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014,

every listed public company is required to have at least one-third of the total number of directors

as independent directors, who are not liable to retire by rotation.

In the opinion of the Board, Mr. Shanti Narain, Mr. S K Khanna, Mr. M K Khanna and Mr. K K

Agarwal fulfil the conditions specified in the Act and the Rules framed there under for

appointment as Independent Director and they are deemed to be independent of the

management.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the

appointment of these directors as Independent Directors is now being placed before the Members

for their approval.

The terms and conditions of appointment of the above Directors shall be open for inspection by

the Members at the Registered Office of the Company during normal business hours on any

working day, excluding Saturday. A brief profile of the Independent Directors to be appointed is

given below:

1. Mr. Shanti Narain

2. Mr. M K Khanna

3. Mr. K K Agarwal

4. Mr. S K Khanna

22

Suresh Kumar Khanna, Director, is a former Member (Electrical) of Railway Board, Ministry of Railways

anex-officio Secretary to the Government of India. where he looked after monitoring and

planning of the working of Electrical and Signal & Telecommunication Departments of Indian

Railways. He is technically sound and has expert knowledge of management of Railways. He

has held various important posts in Indian Railways in Executive and Administrative capacity.

He has brought his expertise and knowledge forward to help Kalindee plan for business

growth.

Shanti Narain, Director, is a former Member (Traffic) of Railway Board, Ministry of Railways and ex-officio

Secretary to the Government of India. He has 38 years of experience of managing Operating

and Commercial Departments of Indian Railways at all levels of hierarchy including the Apex

level. He has thorough knowledge and expertise in working of Railways. He has rich

experience of corporate management. He is associated with NTPC and Visa Steel where he is

an Independent Director. He is also a Consultant to Asian Development Bank and Government

of Bangladesh for reforms and restructuring program for Bangladesh Railways.

K. K. Agrawal, Director, has 37 years of long and wide experience of working in Indian Railways in various

capacities of administrative, technical and management functions. He is a former Member

(Traffic) of Railway Board, Ministry of Railways and ex-officio Secretary to the Government

of India. As a Railway Board member his duties involved monitoring and guiding Commercial

and Operational, Safety and Strategic Planning activities for entire network of Indian Railways.

His association has been very beneficial to Kalindee in planning their activities for building

Railway Infrastructure.

Mahendra Kumar Khanna, Director, a retired IAS Officer, has more than 40 years of long

administrative experience including six & half years in Indian Army. As an IAS officer he has

held several senior assignments including Commissioner, Housing Board and Commissioner

Industries in the state of Rajasthan. His immense exposure and experience in Govt. is expected

to bring in certain dynamism in the company. His was inducted in the Board on 29/04/2011.

The association of all the incumbents with the Company has been for a fairly long period and it is

perceived that the benefits are likely to continue to occur for the ultimate betterment of the

Company.

It is worth stating here that all the Directors were continuing on the Board of the Company in

their capacity as Independent Directors and in view of criteria of independence met by them, it

was considered prudent to consider their candidature as Independent Directors pursuant to

provisions of Section 149 of the Companies Act, 2013.

Accordingly the Nominations Committee has recommended the appointment of these directors as

Independent Directors from October 13, 2014 to 12 October 2019.

Mr., Shanti Narain, Mr. S K Khanna, Mr. M K Khanna and Mr. K K Agarwal, non-executive

directors of the Company, had given a declaration to the Board that they meet the criteria of

independence as provided under section 149(6) of the Act. In the opinion of the Board, each of

these directors fulfil the conditions specified in the Act and the Rules framed thereunder for

appointment as Independent Director and they are independent of the management and does not

share any relationship with the Company.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the

appointment of these directors as Independent Directors is now being placed before the Members

for their approval.

23

The terms and conditions of appointment of the above Directors shall be open for inspection by

the Members at the Registered Office of the Company during normal business hours on any

working day, excluding Saturday.

A brief profile of the Independent Directors to be appointed is A brief profile of the Independent Directors to be appointed is A brief profile of the Independent Directors to be appointed is A brief profile of the Independent Directors to be appointed is inserted suitably in annual report inserted suitably in annual report inserted suitably in annual report inserted suitably in annual report

and is not been repeated for the sake of brevity. Also Members are awaand is not been repeated for the sake of brevity. Also Members are awaand is not been repeated for the sake of brevity. Also Members are awaand is not been repeated for the sake of brevity. Also Members are aware that the incumbents are re that the incumbents are re that the incumbents are re that the incumbents are

already working as Non Executive Directors and on account of provisions of Section 149 of the already working as Non Executive Directors and on account of provisions of Section 149 of the already working as Non Executive Directors and on account of provisions of Section 149 of the already working as Non Executive Directors and on account of provisions of Section 149 of the

Companies Act, 2013, considering their status, eligibility and confirmation to the effect are being Companies Act, 2013, considering their status, eligibility and confirmation to the effect are being Companies Act, 2013, considering their status, eligibility and confirmation to the effect are being Companies Act, 2013, considering their status, eligibility and confirmation to the effect are being

made as Independent Directorsmade as Independent Directorsmade as Independent Directorsmade as Independent Directors

None of the Directors except Mr. Shanti Narain, Mr. S K Khanna, Mr. M K Khanna and Mr. K K

Aggarwal or Key Managerial Personnel including their relatives is, in any way, concerned or

interested, financially or otherwise, in the proposed Resolution.

Note on appointment of M/s. S S Kothari Mehta & Co. Chartered Accountants, as Note on appointment of M/s. S S Kothari Mehta & Co. Chartered Accountants, as Note on appointment of M/s. S S Kothari Mehta & Co. Chartered Accountants, as Note on appointment of M/s. S S Kothari Mehta & Co. Chartered Accountants, as

Statutory Auditors of the Company (Item No. Statutory Auditors of the Company (Item No. Statutory Auditors of the Company (Item No. Statutory Auditors of the Company (Item No. 4444 of ordinary business)of ordinary business)of ordinary business)of ordinary business)

This explanatory statement is provided though strictly not required as per section 102 of

the Act. Presently the Company’s accounts are being audited by M/s. Amit Goyal & Co.,

Chartered Accountants. The Audit Committee felt that it would be appropriate to change

the statutory auditors as a fairly long period had elapsed since their first appointment.

This move is also a step towards regime of good corporate governance as enunciated by

Companies Act, 2013 and good corporate governance practices adopted and adhered by

your Company.

Accordingly basing on the recommendation of Audit Committee coupled with fact of

receipt of notice for not recommending appointment of M/s Amit Goyal & Co., Chartered

Accountants, Jaipur, your board has decided not to recommend said appointment for

consideration and approval of members in ensuing AGM.

In terms of requirements of provisions of Chapter X of the Companies Act, 2013 and

further based on the recommendation of the Audit Committee, the Board of Directors,

had at its meeting held on October 13, 2014 recommended the appointment of M/s. S S

Kothari Mehta & Co., Chartered Accountants, New Delhi as statutory auditors of the

Company for a block of 5 years whose tenure shall come to end on the conclusion of

Annual General Meeting scheduled to be held in FY 2019-20. The Company has received

special notice of a resolution from a Member of the Company, in terms of the applicable

provisions of the Act, signifying his intention to propose the appointment of S S Kothari

Mehta & Co. as the statutory auditors of the Company from the conclusion of ensuing

AGM till the conclusion of the AGM scheduled to be held in FY 2019-20 of the

Company.

It is worth stating here that M/s S S Kothari Mehta & Co., Chartered Accountants is a

firm of repute and they had expressed their eligibility and willingness to act as statutory

auditors of the Company, if appointed, and have further confirmed that the said

24

appointment would be in conformity with the provisions of Section 224(1B) of the

Companies Act, 1956 and Section 139 to 147 (both inclusive) read with other applicable

provisions of Chapter X of the Companies Act, 2013 and relevant rules.

The Members’ approval is being sought for the appointment of M/s S S Kothari Mehta &

Co., Chartered Accountants, and New Delhi as the statutory auditors and to authorise the

Board of Directors, on the recommendation of the Audit Committee, to determine the

remuneration payable to them.

None of the Directors is concerned or interested in this resolution. Your Directors

recommend the resolution for your approval.




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25

Interested persons along with Nature of Interest Interested persons along with Nature of Interest Interested persons along with Nature of Interest Interested persons along with Nature of Interest

(i) None of the Directors of the Company are deemed to be concerned and interested in aforesaid

resolutions as none of Directors hold shares of the Company except Mr. S K Khanna who holds

1000 (One Thousand) equity shares of the Company which is less than 2% of the paid up

capital of the Company and accordingly should also not to be treated as

deemed/interested/concerned in the resolution irrespective of the extent of their shareholding.

Moreover the resolution is only enabling resolution and the borrowings as of now, are only

intended to be made from Banks/Financial Institutions. A disclosure of Directors interest is also

furnished by each of the Director concerned. Since the resolutions for borrowings and

consequential empowerment for creation of charge/mortgage etc. are only enabling

resolutions, fresh declarations, if required, may be sought from the concerned, if the

transactions will be carried out with related parties/group companies, and after complying

with various other terms and conditions, if any and other compliances too shall be made

accordingly. Further the Directors concerned i.e Mr. Shanti Narain, Mr. S K Khanna, Mr. M K

Khanna and Mr. K K Agarwal, Directors who are being appointed as Independent Directors of

the Company pursuant to provisions of Section 149 of the Companies Act, 2013 are to be

treated as concerned and interested in the respective resolution and it is worth stating here

that none of the directors except Mr. S K Khanna as stated hereinabove, concerned holds any

shares in the Company.

(ii) Every other key managerial personnelEvery other key managerial personnelEvery other key managerial personnelEvery other key managerial personnel;

There is no key managerial personnel whose interest is required to be stated.




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26

KALINDEE RAIL NIRMAN ENGINEERS LIMITED

(CIN: L64120DL1984PLC114336 )(CIN: L64120DL1984PLC114336 )(CIN: L64120DL1984PLC114336 )(CIN: L64120DL1984PLC114336 )

Email id: [email protected] website : www.kalindee.net


Report of the DirectorsReport of the DirectorsReport of the DirectorsReport of the Directors

Your 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 RESULTSFINANCIAL RESULTSFINANCIAL RESULTSFINANCIAL RESULTS

(Rs.in lacs)(Rs.in lacs)(Rs.in lacs)(Rs.in lacs)

Particulars Year endedYear endedYear endedYear ended

31313131stststst March, 2014March, 2014March, 2014March, 2014

Year endedYear endedYear endedYear ended

31313131stststst March, March, March, March,

2013201320132013

( 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

27

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.

28

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.

DIVIDENDDIVIDENDDIVIDENDDIVIDEND

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 MANAGEMENT'S DISCUSSION AND MANAGEMENT'S DISCUSSION AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORTANALYSIS REPORTANALYSIS REPORTANALYSIS 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.

29

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 OPPORTUNITIESBUSINESS SCENARIO: OUTLOOK AND OPPORTUNITIESBUSINESS SCENARIO: OUTLOOK AND OPPORTUNITIESBUSINESS 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 Change of Promoter Group Change of Promoter Group Change of Promoter Group

30

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 ThreatsOpportunities and ThreatsOpportunities and ThreatsOpportunities 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 Human Relations Human Relations 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

31

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 RESPONSIBILITYCORPORATE SOCIAL RESPONSIBILITYCORPORATE SOCIAL RESPONSIBILITYCORPORATE 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 STATEMENTDIRECTORS’ RESPONSIBILITY STATEMENTDIRECTORS’ RESPONSIBILITY STATEMENTDIRECTORS’ RESPONSIBILITY STATEMENT

Your Director state:Your Director state:Your Director state: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;

32

(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 InitiativesGreen InitiativesGreen InitiativesGreen 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 EmployeesParticulars of EmployeesParticulars of EmployeesParticulars 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 :

33

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.

b) Total foreign exchange used and earned:

34

Used: Rs. 1726.06 Lacs

Earned: Rs. 1571.60 Lacs

Directors

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.

35


Dated Dated Dated Dated :::: October 13, 2014October 13, 2014October 13, 2014October 13, 2014 By order of the BoBy order of the BoBy order of the BoBy order of the Board of Directorsard of Directorsard of Directorsard of Directors


Sd/Sd/Sd/Sd/---- Sd/Sd/Sd/Sd/----

Hemant KumarHemant KumarHemant KumarHemant Kumar Shanti NarainShanti NarainShanti NarainShanti Narain

DirectorDirectorDirectorDirector Chairman & DirectorChairman & DirectorChairman & DirectorChairman & Director

DIN : 035998DIN : 035998DIN : 035998DIN : 03599800001 1 1 1 DIN : DIN : DIN : DIN : 00233438002334380023343800233438

36

REPORT ON CORPORATE GOVERENCE Your Company has been practising the principle of good Corporate Governance, which

comprises all activities that result in the control of the Company in a regulated manner,

aiming to achieve transparent, accountable and fair management. The details of the Corporate

Governance compliance by the Company as per Clause 49 of the Listing Agreement with

Stock Exchanges are as under:-

COMPLIANCE OF MANDATORY REQUIREMENTS

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company believes that good Corporate Governance is essential for achieving long term

corporate goals and enhancing value to stakeholders. In pursuit, your Company’s philosophy

of Corporate Governance is aimed at assisting the management of the Company in the

efficient conduct of its business and to continuously strive to attain high levels of

accountability, transparency, responsibility and fairness in all aspects of its operations. Your

Company continues to lay great emphasis on broad principles of Corporate Governance.

Your Company, with a view to achieve these objectives, has adopted corporate strategies,

prudent business plans and continuous monitoring of performance.

2. BOARD OF DIRECTORS

COMPOSITION

The strength of the Board as on March 31, 2014 comprises of 6 Directors including one

Executive Managing Director and one Non-Executive Director. The Board meets the

requirement of not less than one-third being Independent Directors.

During the year under review 7 Board meetings were held on 30th May, 2013, 11th July,

2013, 13th July 2013, 21st August, 2013, 12th November 2013 ,27th December 2013 and 7th

February 2014. The Composition of Board of Directors, their shareholding, attendance during

the year and at the last Annual General Meeting, Number of other Directorships, Committee

memberships and Chairmanships held by them as at 31st March, 2014 are given below:-

Name of the Director Category of

Directorship

No. of

Board

Meetings

attended

Attendance

at the last

AGM

No. of

Directorship

in other

Companies

No. of Chairmanship

Membership of Board /

Committees in Companies

Mr. R D Sharma

Chairman

cum

Managing

Director

6 Yes No No

Ms Kalpana Gemini

Executive /

Whole Time

Director

6 Yes No No

Ms.Sunita Gemini

Executive /

Whole Time

Director

3 Yes No No

37

Mr. S.K.Khanna

Non-

Executive /

Independent

Director

5 No No No

Mr. Shanti Narain

Non-

Executive /

Independent

Director

6 No 1

Mr. K K Agrawal

Non-

Executive /

Independent

Director

2 No No No

Mr. M K Khanna

Non-

Executive /

Independent

Director

5 No No No

Mr. Hemant Kumar Executive

Director 2 No 1

Mr. Sandeep Fuller Executive

Director 1 No 2

During the year 2013-14, information as mentioned in Annexure 1A to Clause 49 of the

Listing Agreement has been placed before the Board for its consideration.

INTERNAL AUDIT

The Company has appointed M/s Prakash Sachin & Co., Chartered Accountants, 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 accepted practice, the conduct of

internal audit is oriented towards the review of internal controls and risks in company’s

operations.

38

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

BROAD TERMS OF REFERENCE

The terms of reference of this Committee covers the matters specified for Audit

Committee under clause 49 of the Listing Agreement as in Section 292A of the

Companies Act, 1956.

The broad terms of reference of Audit Committee include inter-alia the following:-

• Review quarterly and annual financial statements before submission to the Board for

approval;

• Discuss with Auditors about Internal Control System and to consider their observations

and follow-up;

• Review of risk management policies and practices;

• Ensure compliance of Internal Control System;

• Investigate on any matter referred by the Board;

• Make recommendation to the Board on any matter relating to the financial management

of the Company including the Audit Report.

COMPOSITION

The Audit Committee of the Company comprises of 4 Independent Non-Executive Directors.

The Members of the Audit Committee are financially literate & the Chairman of the Audit

Committee is Mr. Shanti Narain, who possesses adequate experience in understanding

contours of Finance.

The minutes of the Audit Committee meetings are noted by the Board of Directors at the

subsequent Board meeting.

During the year under review 4 Board meetings were held on 30th May, 2013, 21st August,

2013, 12th November, 2013 and 07th February, 2014. The Composition of Audit Committee

and attendance at its Meetings is as follows:

Name of the Member Designation Status Meetings

attended

Mr. Shanti Narain Chairman Non-Executive Independent Director 4

Mr. S. K. Khanna Member Non-Executive Independent Director 2

Mr. K. K. Agarwal Member Non-Executive Independent Director 2

Mr. M. K. Khanna Member Non-Executive Independent Director 4

All the meetings were conducted with proper quorum and without any adjournments.

39

All the members of the Audit Committee are financially literate and have reasonably good

knowledge of Finance.

REMUNERATION COMMITTEE

The Company has a Remuneration Committee of Directors. The Remuneration Committee

consisted of 2 Independent Directors who are appointed by the Board.

The names of the members are as follows:

Mr. S. K. Khanna - Chairman Non-Executive Independent Director

Mr. Shanti Narain - Member Non-Executive Independent Director

No remuneration committee meeting in the year 2013-14.

The quorum of the Remuneration Committee comprises of two members, one of whom is

Mr.S .K. Khanna , Chairman and another Independent Director Mr. Shanti Narain.

FUNCTIONS

� The Remuneration Committee has been established by the Board of Kalindee (referred to

as the Company) to support and advise the Board in fulfilling its duties with respect to:

� The Directors and senior management personnel of the Company being remunerated

fairly and appropriately;

� The Company's remuneration policies and outcomes strike an appropriate balance

between the interests of the shareholders and rewarding the Company's executives and

employees;

� The human resources policies are consistent with and complementary to the strategic

direction and objectives of the Company as determined by the Board;

� Such other matters as the Board may from time to time request the Remuneration

Committee to examine and recommend/approve;

� Remuneration of Directors are within the limit prescribed by law and approved by

shareholders.

DETAILS OF REMUNERATION TO ALL THE DIRECTORS FOR THE YEAR:

The aggregate value of salary, perquisites, commission and sitting fee paid for the year

2013-14 to the Directors are as under:

Sr. No. Name of the Director Salary Sitting Fee Total

1 Mr. R. D. Sharma 3,832,258 ---- 3,832,258

2 Ms. Sunita Gemini 1,774,194 ---- 1,774,194

3 Ms. Kalpana Gemini 1,774,194 ----- 1,774,194

40

4 Mr. S.K .Khanna ---- 70,000 70,000

5 Mr. Shanti narain ---- 57,500 57,500

6 Mr. K.K. Agarwal ---- 25,000 25,000

7 Mr. M. K. Khanna ---- 62,500 62,500

8 Mr. Hemant Kumar ---- 10,000 10,000

9 Mr. Sandeep Fuller 0 0 0

7,380,646 225,000 7,605,646

REMUNERATION POLICY:

The Company pays remuneration by way of salary, benefits, perquisites and allowances

(fixed component) to its Managing Director and the Executive Directors. Annual increments,

if any, are decided by the Remuneration Committee within the salary scale approved initially

by the members and are effective till the term of the candidate. The Remuneration Committee

may decide the commission payable, if any, to the Managing Director and the Executive

Directors out of the profits for the financial year and within the ceilings prescribed under the

Act based on the performance of the Company as well as that of the Managing Director and

each Executive Director and it is worth stating here that none of the Directors has

asked/opted for commission etc.

During the year 2013-14, the Company paid sitting fees of Rs. 12,500 per meeting to its Non-

Executive Directors for attending meetings of the Board and Rs. 2,500 per meeting to Audit

Committee members of the Board.

SHARE TRANSFER-CUM-INVESTORS’ GRIEVANCE COMMITTEE:

The Board has constituted a Committee of three members to deal with shareholders

grievance, transfer, transmission etc. The Committee reviews the status of investor’s

grievances and redressal mechanism and recommends measures to improve the level of

investor services. Details of shares transfers / transmissions approved by the Committee are

placed at the Board Meetings from time to time.

The Shareholders’ Grievance Committee shall:

Ensure proper controls at Registrar and Share Transfer Agent,

Look into the redressal of the Shareholders complaints and queries,

Review movement in shareholdings and ownership structure.

The committee has to comprise of the 1/3rd of the total strength or two Directors whichever is

more. The names of members include Mr. R D Sharma, Chairman and Ms. Kalpana Gemini

(member)

COMPOSITION

The constitution of the Committee of Directors is as under

41

Sr. No. Name of the Director Designation Category of

Directorship

1. Mr. Sandeep Fuller Chairman Executive Non-

Independent Director

2. Mr. Hemant kumar Member Non-Executive Non-

Independent Director

During the year under review 14 complaints ( excluding those correspondences which are not

in the nature of complaints) were received from shareholders and investors, directly or

through regulatory authorities. All the complaints have been attended / resolved to the

satisfaction of complainants during the year except in cases which are constrained by disputes

or legal impediments or other sub-judice matter, if any. No request for share transfer was

pending for approval as on 31-03-2014.

GENERAL BODY MEETING

Location and time where general body meetings were held in last three years are given

below:

Financial Year Time & Date of AGM Venue

2010 – 11 11.00 AM: 30.09.2011 Royal Garden, G T Karnal Road, Mukhmel Pur Bandh,

Near Hanuman Mandir, Alipur, Delhi 110 036

2011 – 12 11.00 AM: 29.09.2012 Royal Garden, G T Karnal Road, Mukhmel Pur Bandh,

Near Hanuman Mandir, Alipur, Delhi 110 036

2012 – 13 2.30 PM: 30.09.2013 Pearey Lal Bhawan, 1 & 2 Bahadurshah Zafar Marg, Near, ITO,

New Delhi 110 002

No extra-ordinary general body meeting was conducted during the year 2013-14.

Special Resolution passed in the previous three AGMs.

(a) In the AGM held on 30-09-2011, a resolution under special Business was transacted

to appoint Mr Mahendra Kumar Khanna as Additional Director of the company liable

to retire by rotation commencing from 29-04-2011.

(b) In the AGM held on 29-09-2012, following resolutions under Special Business was

transacted :

I) Appointment of Ms Kalpana Gemini as Director.

II) Appointment of Ms Sunita Gemini as Director.

III) Borrowing upto Rs. 1,000 crores

(c) In the AGM held on 30-09-2013, no special resolution was transacted

Postal Ballot

One Postal ballot was conducted during the year 2013-14.

42

None of the Businesses proposed to be transacted in the ensuing Annual General Meeting requires passing a special resolution though Postal Ballot.

GENERAL DISCLOSURES

i) Related Party Transactions

There have been related party transaction as reflected in notes to the accounts but

they are not in conflict with the interest of the Company.

ii) Accounting Standards

The Company follows the Accounting Standards laid down by the Institute of

Chartered Accountants of India and there has been no deviation during the year.

iii) Details on Non Compliance

There are no instances of non-compliance by the Company on any matter relating

to the Capital Market During the last 3 years.

iv) The Company does not have any Emplyee Stock Option Scheme

RECONCILIATION OF SHARE CAPITAL AUDIT

A qualified practicing Company Secretary carried out a Share Capital Audit to reconcile the

total admitted equity share capital with the National Securities Depository Limited (NSDL)

and the Central Depository Services (India) Limited (CDSL) and the total issued and listed

equity share capital. The audit report confirms that the total issued/paid-up capital is in

agreement with the total number of shares in physical form and the total number of

dematerialized shares held with NSDL and CDSL.

MEANS OF COMMUNICATION

The Company’s financial results are forthwith communicated to all the Stock Exchanges with

whom the Company has listing arrangements as soon as they are approved and taken on

record by the Board of Directors of the Company. Thereafter the results are normally

published in one National newspaper in English language and one Regional Newspaper in

Hindi language .

SHAREHOLDER INFORMATION 1. Annual General Meeting

Date and Time : 14th November 2014 at 11.00 AM.

Venue : Royal Garden, G T Karnal Road, Mukhmel

Pur Bandh Near Hanuman

Mandir, Alipur, Delhi-

110 036

43

2. Financial Calender : (Tentative and subject to change)

Un-audited Results for Held on 25th July, 2014

Quarter ended on

30th June, 2014

Un-audited Results for : 2nd week of November, 2014

Quarter ending on

30th September, 2014

Un-audited Results for : 2nd week of February, 2015

Quarter ending on

31st December, 2014

Un-audited Results for : 2nd week of May, 2015

Quarter ending on

31st March, 2015

3. Date of Book Closure : 12-11-2014 to 13-11-2014 (both

days inclusive)

4. Registered Office : F - 5, Gautam Nagar, Gulmohar Park

Road,

New Delhi 110 049

5. Corporate Office : 2nd Floor, Building No. 9A, Cyber City,

DLF Phase III, Gurgaon 122 002,

Haryana

6. Listing on Stock Exchanges : The Bombay Stock Exchange Ltd,

Mumbai

The National Stock Exchange of India

Ltd, Mumbai

Listing fees up to the year ended 31.03.2014 have been paid to all the above mentioned stock

exchanges.

7. Stock Code/Symbol:

Bombay Stock Exchange : 522259

National Stock Exchange : KALINDEEEQ

8. Address of R & T Agent : MCS Limited

44

F - 65, 1st Floor, Okhla Industrial Area

Phase - I,

New Delhi 110 020

E mail: [email protected]

9. E-mail ID for Investor Grievances : [email protected]

10. Stock market data for the year 2013 - 2014

Month Bombay Stock

Exchange

National Stock

Exchange

HIGH LOW HIGH LOW

April, 2013 53.05 45.25 52.90 46.50

May, 2013 56.75 47.60 56.70 47.40

June, 2013 62.85 52.25 62.85 52.00

July, 2013 77.50 57.55 77.50 57.50

August, 2013 72.20 61.05 72.50 60.65

September, 2013 68.20 65.45 68.15 65.25

October, 2013 69.90 66.00 69.80 65.60

November, 2013 71.95 69.00 71.50 68.10

December, 2013 82.80 61.65 82.80 63.10

January, 2014 83.40 63.75 83.35 63.80

February, 2014 72.20 51.00 72.35 50.80

March, 2014 60.50 52.25 60.50 52.00

Month BSE SENSEX NIFTY

HIGH LOW HIGH LOW

April, 2013 19622.68 18144.22 5962.30 5477.20

May, 2013 20443.62 19451.26 6229.45 5910.95

45

11. Dematerialisation of Shares

Up to 31st March, 2014, 97.78 % Equity Shares of the Company have been

dematerialised.

12. Share Transfer System

The average time taken for processing and registration of share Transfer requests

received is less than 15 days. All dematerialisation requests are processed within 15

days.

13. Distribution of Shareholding (as at year end i.e. 31st March, 2014)

Range No. of Folios % of Folios No. of Shares Held % of Shareholding

Upto 500 32,808 93.69 3,472,280 21.03

501-1000 1,255 3.58 1,002,809 6.07

1001-2000 513 1.46 771,172 4.67

2001-3000 162 0.46 412,133 2.50

3001-4000 80 0.23 287,461 1.74

4001-5000 49 0.14 229,515 1.39

5001-10000 88 0.25 641,583 3.89

10001-50000 49 0.14 920,063 5.57

50001-100000 10 0.03 748,098 4.53

And above 5 0.01 8,022,483 48.60

Total 35,019 100.00 16,507,597 100.00

14. Category of Shareholders (as at year end i.e. 31st March, 2014)

Category No. of Shares Held % of Shareholding

Promoter 8,114,878 49.16

Mutual Funds 11,362 0.07

June, 2013 19860.19 18467.16 6011.00 5566.25

July, 2013 20351.06 19126.82 6093.35 5675.75

August, 2013 19569.20 17448.71 5808.50 5118.85

September, 2013 20739.69 18166.17 6142.50 5318.90

October, 2013 21205.44 19264.72 6309.05 5700.95

November, 2013 21321.53 20137.67 6342.95 5972.45

December, 2013 21483.74 20568.70 6415.25 6129.95

January, 2014 21409.66 20343.78 6358.30 6027.25

February, 2014 21140.51 19963.12 6282.70 5933.30

March, 2014 22467.21 20920.98 6730.05 6212.25

46

Banks, Financial Institutions, Insurance Companies 33,040 0.20

Private Corporate Bodies 1,211,774 7.34

FIIs 18,638 0.11

Indian Public 6,941,653 42.05

NRI / OCBs 168,212 1.02

Others (including employees) / Trust & Foundation 8040 0.05

Total 16,507,597 100.00

Registrar & Share Transfer Agents

MCS Ltd.

F- 65, First floor ,Okhla Industrial Area, Phase I, New Delhi-110020

Phone : 011-41406149

Fax : 011-41709881 E mail :[email protected]

Physical shares received for dematerialization are processed and completed within a period of

15 days from the date of receipt. Bad deliveries are promptly returned to concerned

depository participants (DPs) under intimation to the shareholder.

As required under clause 47 C of the listing agreement, a certificate on half yearly basis

confirming due compliance of share transfer formalities by the Company from practising

company secretary has been submitted to the Stock Exchanges within stipulated time on each

occasion.

Dematerialisation of shares and liquidity

The Shares of the Company are in compulsory dematerialized segment and are available for

trading system of both NSDL and CDSL.

The Company has arrangements with both National Securities Depository Limited (NSDL)

and the Central Depository Services (India) Ltd. (CDSL). The shareholders can get their

shares dematerialized with either NSDL or CDSL. As on March 31, 2014 the total

percentage of shares of the Company that have been dematerialized upto March 31, 2014 is

97.78%.

The name and address of the Depositories are as under:

1. National Securities Depository Limited,

Trade World, 4th Floor, Kamala Mills Compound,

Senapathi Bapat Marg, Lower Parel, Mumbai – 400 013

2. Central Depository Services (India) Limited,

Phiroze Jeejeebhoy Towers, 17th Floor,

Dalal Street, Mumbai – 400 023.

Transmission of shares in physical form

47

SEBI vide its circular dated January 7, 2010 has made it mandatory to furnish a copy of PAN

in the below stated cases:

i) Deletion of name of deceased shareholder(s): where the shares are held in the name of

two or more shareholders.

ii) Transmission of shares to the legal heir(s): where deceased shareholder was the sole

holder of shares.

iii) Transposition of shares: when there is a change in the order of names in which physical

shares are held jointly in the names of two or more shareholders.

Implementation of NECs by RBI

Reserve Bank of India vide its circular dt. July 29, 2009 had instructed banks to move to the

NECs platform for centralized processing of inward instructions and handling bulk

transactions w.e.f. October 1, 2009. Shareholders holding shares in demat mode are

instructed to instruct their depository participant to take note of the new account number

allotted by their bankers which have implemented the core banking system (CBS).

Shareholders holding shares in physical mode can send the details of their bank account to

the Company’s Registrar and Transfer Agent.

Address for correspondence

Share transfers, dividend payment and all other investor related activities are attended to and

processed at the office of its Registrar i.e MCS Limited, Registrar and Share Transfer Agents.

Shareholders may lodge the transfer deeds and any other documents, grievances and

complaints at their address stated elsewhere in this report. The Company has an investor

relations cell at its Corporate office to deal with the services and complaints of its

shareholders at the below stated address:

Kalindee Rail Nirman (Engineers) Limited,

2nd Floor , Building No. 9A,

Cybercity, DLF Phase III ,Gurgaon-122002

Phone: 0124-4674800 Fax : 0124-4674887/ 888


Website: www.kalindee.net

Shareholder correspondence may be directed to the Company Registrar and share transfer

agent, whose detail is given as hereunder:

MCS Ltd.

F -65, First floor ,Okhla Industrial Area, Phase I, New Delhi-110020

Phone : 011-41406149

Fax : 011-41709881 E mail :[email protected]

Secretarial Audit

48

As stipulated by SEBI, a qualified practicing company secretary carries out secretarial audit

to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed

capital. The audit confirms that the total Listed and Paid up capital is in consonance with

the aggregate of the total number of shares in dematerialized form and in physical form.



Sd/Sd/Sd/Sd/---- SdSdSdSd////----

Hemant KumarHemant KumarHemant KumarHemant Kumar Shanti NarainShanti NarainShanti NarainShanti Narain

DirectorDirectorDirectorDirector Chairman & DirectorChairman & DirectorChairman & DirectorChairman & Director

DIN : 03599801 DIN : 03599801 DIN : 03599801 DIN : 03599801 DIN : DIN : DIN : DIN : 00233438002334380023343800233438

.

49

CEO/CFO Certification

To the Board of Directors

Dear Sirs,

Sub.: CEO/CFO Certificate

(Issue in accordance with provisions of clause 49 of the listing agreement)

We, Sandeep Fuller and Vikas Jain in our respective capacities as Managing Director and

Vice President (Finance & Accounts) do hereby confirm and certify that: (a) We have reviewed financial statements and the cash flow statement for the year and

that to the best of our knowledge and belief, we state that:

(i) These statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company’s affairs and

are in compliance with existing accounting standards, applicable laws and

regulations. (b) There are, to the best of our knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or violative of the company’s

code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial

reporting and we have evaluated the effectiveness of internal control systems of the

company pertaining to financial reporting and we have disclosed to the Auditors and

the Audit Committee, deficiencies in the design or operation of such internal controls, if

any, of which we are aware and the steps we have taken or propose to take to rectify

these deficiencies. (d) During the year under reference:

(i) There were no significant changes in internal control over financial reporting;

(ii) No significant changes in accounting policies were made that require disclosure in

the notes to the financial statements; and

(iii) No instances of significant fraud and the involvement therein, if any, of the

Management or an employee having a significant role in the company’s internal

control system over financial reporting, has come to our notice.

Sd/- Sd/-

Sandeep Fuller Vikas Jain

Managing Director VP (F&A)

50

Place : Gurgaon

Date : 15th May, 2014

AMIT GOYAL & CO. A-8, II Floor, Ganpati Enclave,

Chartered Accountants Ajmer Road, Jaipur - 302 006.

Tel No.: 2225036, 2225053,

2225065

Fax: 0141-2223211


AUDITORS’ REPORT ON CORPORATE GOVERNANCE

The Members of

Kalindee Rail Nirman (Engineers) Ltd.,

F-5, Gautam Nagar, Gulmohar Park Road,

New Delhi - 110 049

We have examined the compliance of conditions of Corporate Governance by Kalindee Rail Nirman

(Engineers) Ltd., for the year ended on 31st March, 2014, as stipulated in Clause 49 of the Listing

Agreement of the said company with Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination was limited to procedures and implementation thereof, adopted by the company for

ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an

expression of the opinion on the financial statement of the company.

In our opinion and to the best of our information and according to the explanations given to us and

based on the representation made by the Directors and the Management, we certify that the company

has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above

mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the company nor the

efficiency or effectiveness with which the management has conducted the affairs of the company.

Sd/-

Amit Goyal & Co.

Chartered Accountants

Firm Registration No.

003778C

(ABHISHEK SHARMA)

Place : Gurgaon Partner

Date : May 15, 2014 Membership No. 077854

51

AMIT GOYAL & CO. A-8, II Floor, Ganpati Enclave,

Chartered Accountants Ajmer Road, Jaipur - 302 006.

Tel No.: 2225036, 2225053,

2225065

Fax: 0141-2223211

E-mail:

[email protected]

INDEPENDENT AUDITORS’ REPORT

To,

The Members of

Kalindee Rail Nirman (Engineers) Ltd.,

F-5, Gautam Nagar, Gulmohar Park Road,

New Delhi - 110 049

Report on the financial statements

We have audited the accompanying financial statements of Kalindee Rail Nirman (Engineers)Limited

(‘’the company’’), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit &

Loss and Cash Flow Statement for the year then ended a summary of significant accounting policies

and other explanatory information.

Management`s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair

view of the financial position, financial performance and cash flows of the company in accordance

with the accounting principles generally accepted in India including Accounting Standards referred to

in section 211(3C) of the Companies Act,1956 (“the Act”).This responsibility includes the design

implementation and maintenance of internal control relevant to the preparation and presentation of the

financial statements that give a true and fair view and are free from material misstatement , whether

due to fraud or error.

Auditors` Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the financial statements. The procedures selected depend on the auditor`s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risks assessments, the auditor considers internal control relevant to the

company `s preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting estimates made

by management, as well as evaluating the overall presentation of the financial statements.

52

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

In our opinion and to the best of our information and according to explanations given to us, the

aforesaid financial statement give the information required by the act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2014

(b) In the case of the Statement of Profit & Loss Account, of the Profit of the company for the year

ended on that date; and

(c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the order”) issued by the

Central Government of India in terms Section 227(4A) of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our

knowledge and belief, were necessary for purpose of our audit;

(b) In our opinion, proper books of accounts as required by Law have been kept by the

company so far as appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit & Loss Account and Cash Flow statement

dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow

statement comply with the Accounting Standards referred to in section 211(3C) of the

Act ;

(e) On the basis of written representations received from the Directors, as on 31st March,

2014, and taken on record by the Board of Directors, none of the Directors is disqualified

as on 31st March, 2014, from being appointed as a Director in terms of Clause (g) of sub-

section (1) of Section 274 of the Companies Act, 1956;

Sd/-

Amit Goyal & Co.


Firm Registration No. 003778C

(ABHISHEK SHARMA)



53

Annexure to the Independent Auditors’ Report

(Referred to in paragraph 1 under the heading of “Report on Other Legal and

Regulatory Requirements” of our report of even date)

Annexure referred to in paragraph 3 of Auditors Report to the members of Kalindee Rail Nirman

(Engineers) Ltd on the accounts for the year ended 31st March, 2014.

1. In respect of Fixed Assets:

(a) The company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management

in a phased periodical manner, which in our opinion is reasonable, having regard to the

size of the company and nature of its assets. No material discrepancies were noticed on

such physical verification.

(c) The company has not disposed off any substantial part of its fixed assets during the year,

that would affect the Going Concern assumption of the company.

2. In respect of its inventories:

(a) Inventory has been physically verified by the management during the year. In our

opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us the

procedures of physical verification of inventory followed by the management are

reasonable and adequate in relation to the size of the company and the nature of its

business.

(c) On the basis of our examination of the inventory records, we are of the opinion that the

company is maintaining proper records of inventory. As explained to us the

discrepancies noticed on verification, between the book records and physical stocks, as

at March 31, 2014 were not material.

3. According to the information and explanations given to us, the company has neither granted nor

accepted any loans, secured or unsecured to / from Companies, firms or other parties covered in

the register maintained under section 301 of the Companies Act, 1956. Accordingly, the

provisions of clause 4 (iii) of the Companies (Auditor's Report) Order, 2003 are not applicable

to the company.

4. In our opinion and according to the information and explanations given to us, there are adequate

internal control procedures commensurate with the size of the company and the nature of its

business with regard to purchase of inventory, fixed assets and with regard to the work

executed. During the course of our audit, we have not observed any continuing failure to correct

major weakness in internal control system.

5. According to the information and explanation provided by the management, there have been no

contracts or arrangement during the period that need to be entered into the register maintained

under Section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (V) (a) and

(b) of the Companies (Auditors' Report) order, 2003 (a) amended are not applicable.

54

6. According to the information and explanation given to us, the company has not accepted any

deposits from the public during the year, hence the directives issued by the Reserve Bank of

India and the provision of Section 58A and 58AA or any other relevant provision of the Act and

rules framed there under, are not applicable to the company.

7. In our opinion, the company has an internal audit system commensurate with the size and

nature of its business.

8. According to information and explanations given to us, the Central government has not

prescribed the maintenance of cost records for any of the company's products under Section 209

(1) (d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and the record of company

examined by us, the company is generally regular in depositing with appropriate

authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax,

Service Tax, Wealth Tax, Custom Duty, Cess and other material statutory dues applicable

to it.

b) According to the information and explanations given to us, no undisputed amounts payable

in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Cess

were in arrears, as at 31st March, 2014 for period of more than six months from the date

they become payable. The amount adjusted by the department is under protest and against

which the company is in appeal.

c) According to the information and explanations given to us, and on examining the records

of the company the particulars of service tax [excluding penalty] which have not been

deposited on account of dispute and against which the company is in appeal is at Rs

11.82cr

10. In our opinion, the company has no accumulated losses and company has not incurred any cash

losses either during the current financial year or in the immediately preceding financial year.

11. In our opinion, and according to the information and explanation given to us, the company has

not defaulted in repayment of dues to the Financial Institutions or Banks.

12. The company has not granted any loans and advances on the basis of security by way of pledge

of shares, debentures and other securities. Hence, maintenance of record is not applicable.

13. In our opinion, the company is not a chit fund or nidhi mutual benefit fund / society, therefore,

the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 are not

applicable to the company.

14. In our opinion and according to the information and explanations given to us, the company is

not dealing in or trading in shares, securities and debentures and other investments. Accordingly

the provisions of clauses 4 (xiv) of the Companies (Auditor's Report) Order 2003 are not

applicable to the company.

55

15. According to the information and explanation given to us, the company has not given any

guarantee for loans taken by others from banks or financial Institutions and accordingly

provision of clause 4(XV) of the order are not applicable on the company.

16. In our opinion and according to the information and explanation given to us, on an overall

basis, the company has availed term loan and has specifically used for the purpose for which

loan was taken.

17. According to the information and explanation given to us and on an overall examination of the

Balance Sheet of the company, we report that funds raised on short terms basis have not been

used for long-term investments.

18. The company has made preferential allotment of Shares and warrants to parties and Companies

in accordance with the provisions of Sec 81 (1A) of The Companies Act, 1956

19. According to the information and explanation given to us, the company has not issued any

debenture during the year under review and therefore the provisions of clause 4(XIX) of the

order are not applicable to the company.

20. The company has not raised any money by way of Public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view

of financial statements and as per the information and explanations given by the management,

we report that no fraud on or by the company has been noticed or reported during the period

under review nor have we been informed of such case by the management

Sd/-

Amit Goyal & Co.


Firm Registration No. 003778C

(ABHISHEK SHARMA)



67

NOTE 19 NOTES TO THE ACCOUNTS:

1. The Balance Sheet as on March 31, 2014 and the Statement of Profit & Loss for the year ended March

31, 2014 are drawn and presented as per the new format prescribed under schedule VI to the Companies

Act 1956 .

2. Additional liability (if any) for taxes, duties under direct and indirect taxes as well as deposits thereof are

made under protest and income of refunds for pending assessments / appeals / revisions / reference as

well as financial effect for pending court cases of claims are accounted for at the time of final

settlement/decision.

3. Contingent Liabilities:

a) Claims against Company to be acknowledged as Debts. - Nil

b) Uncalled liability on share partly paid. -

Nil

c) Arrear for fixed cumulative dividend. -

Nil

d) Contracts remaining to be executed on capital account, which is not provided for. - Nil

e) The contingent liabilities towards Guarantees given to Railways & other Customers for Rs. 167.78

crores by State Bank of India, New Delhi (previous year Rs 140.85 crores); Rs. 103.17 crores from

State Bank of Patiala, New Delhi (previous year Rs.71.02 crores);Rs. 0.26 crores by Yes Bank Ltd.,

New Delhi (previous year Rs. 4.48 crores); Rs. 26.05 crores by Axis Bank Ltd., New Delhi (Previous

year Rs.28.28 crores) ; Rs. 0.00 crores by The Royal Bank of Scotland N.V., New Delhi (previous

year Rs. 0.92 crores );Rs.2.00 crores by HDFC Bank Ltd., New Delhi (previous year Rs. 4.00crores);

RS 17.86 crores & BDT 14.81 crores by ICICI Bank Ltd New Delhi, Rs 0.00 by Standard Chartered

Bank, New Delhi (previous year Rs. 12.75 crores & BDT 21.03 crores) Rs.14.70 crores by IndusInd

Bank, New Delhi ( previous year Rs 8.14 crores) against which Company has provided part security

by way of cash margin.

4. In the opinion of Board of Directors, value on realization of assets, loans and Advances in the ordinary

course of business, will not be less than the value of which they are stated in the Balance Sheet.

5. Gratuity:

Company has obtained Actuarial Valuation in respect of Gratuity pursuant to AS-15 issued by ICAI, New

Delhi.

6. Information regarding Exports & Imports/Consumption:

68

S.No. Description 31st March 2014 31st March 2013

I Earnings in Foreign Currency 157,160,959 346,825,576

II Expenditure in Foreign Currency 172,606,555 361,540,957

III Value of Consumption

a. Raw Material & Components

-Imported 135,076,602 331,544,591

-Indigenous 1,287,746,445 972,907,774

b. Stores & Spares

-Imported NIL NIL

-Indigenous 730,785 4,814,702

IV Plant & Machinery NIL NIL

7. Payment to Auditors:

S. No. Description 31st March 2014 31st March 2013

I Statutory Audit Fee 421,350 379,215

II Tax Audit Fee 140,450 126,405

8. Managerial Remuneration:


I Salary & Allowance 73,80,645 9,099,839

II Sitting Fee 225,000 372,192

III Contributation to Fund - 68,040

9. Related Party Disclosures:- Details of transactions made with related parties are as under:

S.

No. Description Nature of Transaction

Total Payment /

Debits

Total Receipts /

Credits

I Ms. Laxmi Gemini Rent

70,000 NIL

(84000)

II

Ms. Brijlata Gemini

Rent/Salary

70,000/440,000 NIL

(84000)/(460,000)

III

Ms. Shambhavi Gemini

Salary

855,000 (300,000) NIL

- Amount written off or written back in respect of debts due from or to related parties is Nil.

- Figures in bracket shows amount related to previous year.

10. Segment Reporting

69

The company’s operations predominantly relates to construction as EPC contractors for railway sector

and there is no segregated supply business.

Accordingly during the current year, the financials of the company represent a single primary segment

(railway construction work), and therefore there are no additional disclosures to be provided under

Accounting Standard 17 “Segment Reporting”.

11. Earning Per Share

Earning per Share (EPS) has been computed in accordance with Accounting Standard-20


1. Profit after tax for the year for the purpose of EPS (71,055,722) 80,944,474

2. No. of issued Equity Shares (fully paid up) 16,507,597 12,397,197

3. Weighted average No. of Shares (fully paid up) 16,507,597 12,397,197

4. Basic Earning Per Share (`) (4.77) 6.53

5. Adjustment for interest on Potential Share - -

6. Adjusted Profit (Loss) for the year (71,055,722) 80,944,474

7. No. of Potential Equity - -

8. Weighted Average No. of Shares 16,507,597 12,397,197

9. Diluted Earning Per Share (4.77) 6.53

12. Quantitative Detail

The company is engaged as EPC contractors. Such activity cannot be expressed in any generic unit.

Hence it is not possible to give the quantitative details of work executed as required under paragraphs 3,

4C and 4D of part II of Schedule VI of the Companies Act, 1956.

13. Deferred Taxation

During the year, the company has accounted for 409.45 lacs [previous year 16.12 lacs deferred tax

liability]] towards deferred tax asset and the same has been credited to Profit & Loss account of the

current year.

Deferred Tax liability as on 01/04/2013 : 214.49

less: Provision made during the year : 409.45

Total Deferred Tax Asset as on 31st March 2014 : 194.96

14. Disclosures in respect of joint ventures pursuant to Accounting Standard (AS) 27 “Financial Reporting of

Interests in Joint Ventures”

Sr

No

Name of Joint Venture Description of Interest / (Description of Job) Country of Residence

1 Kalindee Kartik Jointly controlled entity (civil work and

signaling at Sini Jharkhand, SE Railway)

INDIA

70

2 Kalindee Kapoor Jointly controlled entity (civil work and

signaling at Rani Keshwaganj, Rajasthan and

Lucknow Pilibhit, Uttar Pradesh)

INDIA

3 Kalindee ILFS Jointly controlled entity (civil work and

signaling atSholapur division of Central Railway

in the state of Maharashtra ,India)

INDIA

4 Kalindee Rahee Jointly controlled entity (civil work and

signaling at Kolkata Metro division of KMRC in

the state of Kolkata ,India)

INDIA

5 Kalindee Cobra Jointly controlled entity (civil work and

signaling at Bina kota division of RVNL in the

state of Rajasthan ,India)

INDIA

15. The company has not received any information from the suppliers regarding there status under the Micro

Small And Development Act 2006. Hence disclosure, if any, relating to the amount paid as at the year

end together with interest payable/paid as required under the said act has not been furnished.

16. Figures of previous year have been regrouped and rearranged wherever deemed necessary.

NOTE 20 SIGNIFICANT ACCOUNTING POLICIES:

1. Basis for preparation of Financial Statements:

The Financial Statements are prepared under the historical cost convention, on the accrual basis of

accounting and in accordance with generally accepted accounting principles in India and comply with the

Accounting Standards prescribed by the Companies (Accounting Standards) Rules 2006, to the extent

applicable and in accordance with the Provisions of the Companies Act, 1956.

2. Use of Estimates:

Preparation of Financial Statements in conformity with Generally Accepted Accounting Principles

required Company Management to make estimates and assumptions that affect reported balance of assets

& liabilities and disclosures relating to contingent assets & liabilities as of the date of Financials and

reported amounts of income & expenses during the period. Examples of such estimate include Revenues

and Profits expected to be earned on projects carried on by the Company, contract costs expected to be

incurred for completion of project, provision for doubtful debts, income taxes, etc. Actual results could

differ from these estimates. Differences, if any, between the actual results and estimates are recognized in

the period in which the results are known or materialized.

3. Expenditure:

Expenses are accounted on the accrual basis and provisions are made for all known losses and liabilities

except for Bonus which is accounted for on cash basis.

4. Valuation of Inventories

As explained, Valuation of Inventories, representing stock of materials at project site has been done after

providing for obsolescence, if any, at lower of Cost or Net Realizable Value. The valuation of work-in-

progress during the period is determined as the aggregate of opening work-in-progress, cost of

construction and construction overheads incurred during the year as reduced by cost of work completed.

5. Cash Flow Statement:

71

Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of

transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

The cash flows from regular revenue generating, financing and investing activities of the Company are

segregated.

6. Events occurring after the date of Balance Sheet:

Materials events occurring after the date of Balance Sheet are taken into cognizance.

7. Depreciation:

Depreciation in respect of fixed assets, is provided adopting straight line method at the rates provided

under Schedule XIV to the Companies Act, 1956 except for fixed assets as Bangladesh project on which

depreciation has not been charged and entire block which would remain after realization of sale value

would be treated as cost in the last year of operations there.

8. Revenue Recognition:

� Income from operations is determined and recognized, based on the bills raised on technical

evaluation of work executed based on joint inspection with customers including railways. The income

on account of claims / extra item works are recognized to the extent company expects reasonable

certainty about receipts or acceptance from the client. In case of quarterly results the figures has been

taken as per the management working on the basis of the work completed

� Interest income is recognized on time basis and is determined by the amount outstanding and rate

applicable.

� Dividend income is recognized as and when right to receive payment is established.

� Rental income / lease rentals are recognized on accrual basis in accordance with the terms of

agreements.

9. Fixed Assets:

Fixed assets which are not charged to a project are stated at cost of acquisition including directly

attributable costs for bringing the asset into use, less accumulated depreciation.

10. Foreign Currency Transaction:

Foreign currency transactions are restated at the rates ruling at the time of receipt / payment and all

exchange losses / gains arising there from are adjusted to the respective accounts. All monetary items

denominated in foreign currency are converted at the rates prevailing on the date of the Financial

Statement.

11. Investments:

There were no investment at year end.

12. Employee Benefits:

a) Short-Term Employee Benefits:

The Employee benefits payable only within 12 months of rendering the services are classified as

Short-Term Employee Benefits. Benefits such as salaries, leave travel allowance, short-term

compensated absences, etc., and the expected cost of bonus are recognized in the period in which the

employee renders the related services.

b) Post Employment Benefits:

72

i) Defined Contribution Plans:

The Company has contributed to state governed Provident Fund Scheme, and Employee Pension

Scheme which are Defined Contribution Plans. Contribution paid or payable under the Schemes

is recognized during the period in which employee renders the related service.

ii) Defined Benefit Plans:

The Employees’ Gratuity is a Defined Benefit Plan. The present value of the obligation under

such plan is determined based on the actuarial valuation using the projected unit credit method

which recognized each period of service as giving rise to an additional unit of employee benefit

entitlement and measures each unit separately to build up the financial obligation. The Company

has an Employee Gratuity Fund managed by SBI Life Insurance Company. The provision made

during the year is charged to Profit and Loss Account.

Liability in respect of leave encashment is provided for on actuarial basis using the projected

unit credit method same as above.

13. Borrowing Costs:

Cost of funds borrowed for acquisition of fixed assets up to the date the asset is put to use is added to the

value of the assets.

14. Cash and Bank Balances:

Cash & Bank balances also include fixed deposits, margin money deposited, earmarked balances and

other bank balances which have restriction on repatriation

15. Earning per Share:

Basic Earning per Share is computed by dividing net income for the year by the weighted average

number of equity shares outstanding during the period.

For the purpose of calculating diluted earning per share, the net profit or loss for the year attributable to

equity shareholders and the weighted average number of shares outstanding during the year are adjusted

for the effects of all dilutive potential equity shares.

16. Provision for Taxation:

Deferred Tax is recognized, subject to the consideration of prudence, in respect of deferred tax assets or

liabilities, on timing differences, being the difference between taxable incomes and accounting incomes

that originate in one period and are reversible in one or more subsequent periods.

17. Accounting for interest in joint ventures:

Interest in joint ventures jointly controlled, Company’s raises its bill for work done by the company for

JV and the same is taken as turnover receipt, and payments are included in respective expenses.

18. Operating cycle for current and non-current classification:

Operating cycle for the business activities of the company covers the duration of the specific

project/contract/service including the defect liability period, wherever applicable and extends up to the

realization of receivables (including retention monies) within the agreed credit period normally applicable

to the respective lines of business

19. Provision and Contingent Liabilities:

73

Provision is recognized when an enterprise has a present obligation as a result of past event and is

probable that an outflow of resources will be required to settle the obligation, in respect of which a

reliable estimate can be made. Provisions are determined based on management estimates required to

settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted

to reflect the current management estimate. Where no reliable estimate can be made, a disclosure is made

as contingent liability. A disclosure for a contingent liability is also made when there is possible

obligation or a present obligation that may, but probably will not, require an outflow of resources. Where

there is a possible obligation or a present obligation in respect of which the likelihood of outflow of

resources is remote, no provision or disclosure is made

For Kalindee Rail Nirman (Engineers) Ltd

For and on behalf of the Board

Sd/- Sd/- Sd/-

Amit Goyal & Co. (Sandeep Fuller) (Hemant Kumar)

Chartered Accountants Managing Director Director

Firm Regn No.003778C

Sd/- Sd/-

(Vishal Vijay) Anil Sharma Vikas Jain

Partner Company Secretary VP Finance & Accounts

M.No.413943

Place : Gurgaon

Date : May 15,2014

74

To,

MCS Ltd.

Sri Venkatesh Bhawan

F-65, 1st Floor, Okhla Industrial Area

Phase-1, New Delhi 110 020

I / We ……………………………...................... do hereby authorise Kalindee Rail Nirman

(Engineers) Limited to:

Credit my dividend directly to my Bank Account as per details furnished below by Electronic

Clearing Service (ECS) - ECS Mandate*

Print the details of my Bank Account as furnished below, on my dividend warrant which will be

mailed to me-Bank Mandate*

(* Strike out whichever is not applicable)

Client ID/Folio No..................

A. Bank Name

B. Branch

C. Bank Address

D.Bank Account Number

E. Account type (saving / Current)

9 digit Code number of the bank & branch as

appearing on the MICR cheque (for ECS

Mandate only)

Please attach photocopy of the cheque

STD Code & telephone number of Shareholder

(aptional)

I / we shall not hold the Company responsible if the ECS mandate could not be implemented for

reasons beyond the control of the Company

Signature of shareholder(s)

(As per specimen lodged with the Company)

Note:

Kindly note that ECS facility is currently available to shareholders located………….

You may contact the Company’s share transfer agent

MCS ltd.

Sri Venkatesh Bhawan

F-65, 1st Floor, Okhla Industrial Area,Phase-1, New Delhi 110 020

E mail;[email protected]

For any clarifications you may need on the ECS/ Bank mandate

PROXY FORM

KALINDEE RAIL NIRMAN (ENGINEERS) LTD


75

I / We ………………………………………...................... of ……………………..........……

in the district …….............……..................……. being a member / members of Kalindee Rail

Nirman (Engineers) Limited hereby appoint ……. of…….………….. in the district of

…………………… failing him / her .……...…........ of …………………………. in the

district of …………….…….………….. as my / our proxy to vote for me / us on my / our

behalf at the 30th ANNUAL GENERAL MEETING of the Company to be held on 14th day

of November 2014 at Royal Garden, G T Karnal Road, Mukhmel Pur Bandh, Near Hanuman

Mandir, Alipur, Delhi 110 036 at 11.00 A.M. and at any adjournment thereof.

Signed this………………….. Day of ……………… 2014

Name………………………… Signature ………………………………….

Address ……………………… Folio No. Client No………………………..

DP ID No. …………………………………

No. of Shares ………………………………

Notes: 1. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote

on poll instead of himself/herself.

2. The Proxy form duly signed across Revenue Stamp of Rupee one should reach the

Company’s Registered Office at least 48 hours before the time of meeting.

3. All alterations made in the Proxy Form should be initiated.

ATTENDANCE SILP

KALINDEE RAIL NIRMAN (ENGINEERS) LTD


I hereby record my presence at the 30th ANNUAL GENERAL MEETING of the above

named Company held at 14th day of November 2014 at Royal Garden, G T Karnal Road,

Mukhmel Pur Bandh, Near Hanuman Mandir, Alipur, Delhi 110 036 at 11.00 A.M

Folio No.……………………………. Client Id No.…………………………….

DP ID No.……………………………. No. of Shares…………………………….

Signature

(to be signed at the time of handing over the slip).