X 
Directors Report
Home | Market Info | Company Profile | Directors Report
BEML Ltd.
BSE CODE: 500048   |   NSE CODE: BEML   |   ISIN CODE : INE258A01016   |   03-May-2024 Hrs IST
BSE NSE
Rs. 3553.85
72.1 ( 2.07% )
 
Prev Close ( Rs.)
3481.75
Open ( Rs.)
3485.65
 
High ( Rs.)
3682.00
Low ( Rs.)
3485.65
 
Volume
42173
Week Avg.Volume
10920
 
52 WK High-Low Range(Rs.)
BSE NSE
Rs. 3552.35
72.8 ( 2.09% )
 
Prev Close ( Rs.)
3479.55
Open ( Rs.)
3510.70
 
High ( Rs.)
3683.00
Low ( Rs.)
3488.00
 
Volume
715928
Week Avg.Volume
255772
 
52 WK High-Low Range(Rs.)
1275.4
4144.25
March 2015

BOARD'S REPORT 

Your Board of Directors has pleasure in presenting the 51st Annual Report and Audited Accounts for the year ended 31.03.2015.

Turnover & Profitability:

Your Company achieved gross revenue of Rs.3129.65 crores including the value of consortium supplies against Rs.3262.20 crores of corresponding value in the previous year. The revenue from operations (net  of consortium supplies and excise duty) stood at Rs.2809.19 crores as against Rs.2911.51 crores in the previous year, registering a marginal decline of 3.51% in growth. The Value of Production (net of consortium supplies and excise duty) is Rs.2599.93 crores as against Rs.2814.45 crores in the previous year. The Profit before Tax was Rs.6.91 crores as against Profit before Tax of Rs.9.08 crores recorded in the previous financial year. The reduction in revenue in Rail & Metro segment is due to lack of orders relating to GS/GSCN Rail Coaches. In spite of persistent follow-up, orders from Railway Board did not materialize. Further, Rail & Metro segment has registered a Net Sales of Rs.993.16 crores during 2014-15 as against Rs.1314.19 crores during 2013-14, thereby resulting in negative growth of 24.43%. 

Defence Business segment has achieved a Net Sales of Rs.160.86 crores in 2014-15 as against Rs.143.42 crores in 2013-14, registering a growth of 12.16%.However, non-availability of required input materials for Defence supplies continued during theyear due to which the set targets could not be achieved in this segment. Despite sluggish market conditions, Mining & Construction segment achieved a Net Sales ofRs.1652.52 crores in 2014-15 as against Rs.1446.08 crores in 2013-14, thereby registering a growth of 14.28%.

There was no change in the nature of the business of the Company during the year.

Performance vis-a-vis MoU:

Performance of your Company, in terms of the Memorandum of Understanding signed with the Department of Defence Production, Ministry of Defence (MoD), Government of India, was rated as "Good" for the financial year 2013-14 and the rating for the financial year 2014-15 is estimated as 'Good' based on self-evaluation.

Further to achieve 'Very Good' rating for the

2015-16, the MoU targets are set at Rs.3800 crores for net sales turnover and Rs.380 crores for gross operating margin.

Dividend:

The Board of Directors of your Company has recommended a dividend of Rs.1.00 per share i.e., 10%, for the year 2014-15 keeping in view the future prospects of the Companty and at the same time meeting the aspirations of the shareholders.

Exports:

During 2014-15, your Company made exports aggregating Rs.484.33 crores (physical exports of Rs.106.78 crores and deemed exports of Rs.377.55 crores) as against Rs.81.05 crores (physical exports of H8.13 crores and deemed exports of Rs.2.92 crores) in the previous year. The international presence of the Company increased to 64 countries with the entry of Vietnam during the year. 

Quality:

Key initiatives taken during the year for continuous improvement towards assuring Quality are as under:

V All the manufacturing divisions continue to hold the Quality Management Certification based on the surveillance audit recomme­ndations.

V MoU targets relating to internal failure cost, increase in vendor base, quality improvement projects and '5S' were achieved.

V Quality Circle (QC) team 'TITANS' from Bengaluru Complex participated in International Convention on Quality Control Circles ICQCC-2014 held in Colombo, Sri Lanka, from 12th to 15th October 2014, and won 'SILVER' award.

V Around 750 Kaizen projects across the divisions were successfully completed .

V Towards 'Swachh Bharat Abhiyan', efforts are on for effective implementation of '5S' – Good Housekeeping Techniques, across the Company. Palakkad Complex competed for '5S Excellence Award 2014' instituted by M/s. CII-Southern Region and received 'Certificate of Merit'.

V As a part of vendor development activity, 12 firms have been accorded "Inspection Waiver" status based on auditing. Vendor rejections were effectively monitored through Corrective and Preventive Action by Source Inspection Team.

V Towards customer satisfaction, Cross functional teams are active Company-wide to address critical field quality issues.

V 13 personnel from Quality Engineering have been deputed to training programmes conducted by IIT-Madras, on the areas covering Foundry & Forging Engineering, Computational Fluid Dynamics, Diesel Engine Systems and Performance, Noise Vibration & Harshness Analysis, Mobile Hydraulics & Electronic Controls.

Energy Conservation and Technology Absorption:

Your Company continues to give emphasis on conservation of energy. The efficiency of energy utilization is closely monitored to attain higher level of energy conservation.

Further, the Company's Research & Development Centre continues to play a vital role in design and development of products, critical aggregates, indigenization activity, etc. During the year, R&D developed and launched certain products in Mining & Construction, Defence and Rail & Metro segments.

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy and technology absorption including the products developed by the Company during the year is placed at Annexure-I.

Foreign Exchange Earnings and Outgo:

During the year, the Company's foreign exchange earnings stood at Rs.258.46 crores and the total foreign exchange utilized was Rs.313.85 crores.

A sum of Rs.1.39 crores was incurred towards deputation of personnel abroad for business / export promotion, after-sales-services and training purposes.

Finance:

The working capital requirements were met from the internal resources and credit facilities availed from banks. There was no overdue installment of principal and/or interest to the banks.

The Company's contribution to Central and State Exchequer was in the order of Rs.557.65 crores during the year by way of Excise Duty, Customs Duty, Sales Tax, Service Tax, Dividend and Tax thereon, and other taxes and duties.

Fixed Deposits:

The Company did not accept any fixed deposits during the year, and there was no outstanding Fixed Deposits at the beginning / end of the year. Further, there is no default in payment of deposits / interest thereon during the year.

Enterprise Risk Management:

Establishment of Risk Management System in terms of Clause 49(VI) of the Listing Agreement and the provisions of the Companies Act, 2013 is under process.

Related Party Transactions:

Your Company has formulated a "Policy on Related Party Transactions" to regulate transactions entered into between the Company and its related parties.

The said policy may be accessed at Company's web­site http://www.bemlindia.com/documents/ Financials/Policy_RPT.pdf.

During the year 2014-15, all transactions that were entered into with the related parties were fair, transparent and at arm's length basis and also in the ordinary course of business of the Company. The said related party transactions were duly considered and approved by the Audit Committee.

Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees or investments made under section 186 of the Companies Act, 2013 are given in the Note Nos.12,14 and 16 to the Financial Statements.

Report on the performance and financial position of subsidiaries and joint venture company

Subsidiary Companies:

(i) M/s. Vignyan Industries Limited (VIL):

VIL has recorded a turnover of Rs.30.67crores as against Rs.36.75 crores, thereby resulting in a decrease of about 17% over the previous year. The value of production of the Company stood at Rs.31.50 crores as against Rs.30.73 crores and the Company contained the loss at Rs.0.85 crores as against loss of Rs.1.45 crores in the previous year. The major reasons for loss were due to breakdown of critical equipments and non­availability of sand. Further, frequent and unscheduled power cut resulted in reduction of Fettling and Proof Machining facility with Tarikere based Fettlers.

As already planned to reduce dependency on Holding Company, VIL could secure order from MIDHANI to manufacture and supply 800 MTs of High Manganese U-2 Steel Castings valued at Rs.10.82 Crores. Further, VIL has obtained extension from Integral Coach Factory for supply of Axle Box Housing Castings required for rail coaches.

Further, considering the market demand for high alloy grade castings like T-72 and Tatra Variants relating to Defence business, Axle Box and Buffer Assembly relating to Rail business, and new castings for Mining & Construction business, necessary development and production are planned. These proposals would help VIL to achieve Rs.73.75 crores by 2020-21 as envisaged in the Perspective Plan.

The order book position remained at 3423 MTs as on 01.04.2015. More and more casting requirements are expected from Holding Company as well as from other customers. With this, VIL is confident of achieving better results for the financial year 2015-16.

(ii) M/s. MAMC Industries Limited (MIL):

Your Company has entered into a Consortium Agreement with M/s. Coal India Limited (CIL) and M/s. Damodar Valley Corporation (DVC) on 08.06.2010 for acquiring specified assets of M/s. Mining and Allied Machinery Corporation Limited (under liquidation). The agreement, inter-alia, provided for formation of a Joint Venture company with a shareholding pattern of 48:26:26 among BEML, CIL and DVC respectively. The Company has paid the proportionate share of Rs.48 crores  towards the total bid consideration of Rs.100 crores for the said acquisition, based on the order passed by the Hon'ble High Court of Calcutta. The said assets weretaken possession by the MAMC Consortium.

Further up to 2014-15, the Company incurred a sum of Rs.8.18 crores towards maintenance, security and other related expenditure. The expenditure incurred by the CIL and DVC on account of this proposal is not ascertained. The total sum of Rs.56.18 crores is included under the head other loans and advances pending allotment of equity shares in the capital of JV company. Since the Company intends to treat this as long term investment, no independent valuation of the said assets has been carried out and the diminution in the value of investments, if any, can beascertained only after the formulation of business plan and obtaining necessary approval for shareholders' agreement from MoD and consequential allotment of shares in the JV.

In the meantime, a Company in the name of 'MAMC Industries Limited (MIL)' was formed and incorporated by the Company as a wholly ownedsubsidiary for the intended purpose of JV formation.Shareholders' agreement, as duly approved by the Boards of all the three members of the consortium, has been submitted to MoD for necessary approval. Further as required by the MoD, 'Business Plan' and 'Financial Feasibility Report / Study' of the proposed JV, is being prepared by engaging IIT-Kanpur.

(iii) M/s. BEML Brazil Industrial Ltda (BBIL):

Your Company entered the Brazil market for brand building exercise and local value addition for the products to meet local standards in anticipation of good business potentials for Freight Wagons and Mining & Construction equipment. As per the requirement under the local laws, BBIL was established. Based on the enquiries, few miningequipment were also supplied to local customers. In the meantime, low cost Chinese equipment flooded the Brazilian market along with their local manufacturing facilities. Further, your Company faced stiff competition in high-end equipment segment from international players like CAT and Komatsu. In view of these developments, it is proposed to handle the Brazilian market directly and to wind up the existing facilities in Brazil.

Joint Venture Company - M/s. BEML Midwest Limited (BMWL):

BMWL was formed and registered with the Registrar of Companies at Hyderabad on 18.04.2007. BEML holds 45% share and M/s Midwest Granite Pvt. Ltd. (MGPL) and P T Sumber Mitra Jaya of Indonesia as partners holding the balance 55% share. The Company has been established to capitalize on the growing business opportunities in the contract mining segment. However, due to certain unauthorized transactions and the oppression and mismanagement by the nominees of MGPL, your Company had filed an application before Hon'ble Company Law Board (CLB) seeking for suitable relief. As a counter measure, MGPL had also filed a petition on the matter. CLB vide its common order dated

01.06.2012 directed the Central Government to appoint an inspector to investigate the affairs of BMWL and take appropriate action. As per the legal advice, your Company preferred two appeals before Hon'ble High Court ofAndhra Pradesh at Hyderabad against the said common order of CLB. The Hon'ble High Court passed the order on 19.08.2013, thereby setting aside the said common order and directing CLB to proceed with a fresh enquiry, and decide the issue in accordance with law and merits also taking into consideration the report of investigation as directed by CLB and pass appropriate orders without getting influenced by the impugned common order of CLB. CLB has commenced fresh hearing on the matter and the investigation is also under progress.

There was no company which became or ceased to be a subsidiary, joint venture or associate of the Company during the year under review.

A separate section on report on the performance and financial position of each of the subsidiaries, joint venture company are placed under Form AOC-1 provided in the consolidated financial statement of the Company. 

Vigilance:

The Company has an independent Vigilance Department headed by the Chief Vigilance Officer. The Vigilance Activities were carried out in a holistic manner and covered prevention, detection and enforcement. The Vigilance Department handles the complaints and after due verification / investigation recommends for suitable measures including disciplinary action, change in policy and procedures, system improvement and establishing best practice.

During the year, the Vigilance Department initiated various progressive measures such as job rotation, information and communication technology solutions and exit interview format for implementation.

With the objective of professionalizing and building capacities of officials involved in procurement management, the Company has partnered with the World Bank sponsored Outreach Program in Public Procurement Management. Under this aegis 40 executives of the Company qualified the certificate program in public procurement.

To mark the observance of the Vigilance Awareness Week-2014 and in sync with the theme 'Combating Corruption-Technology as an enabler' a one day workshop on "e-Procurement" was organized for the selected executives cutting across various functions of the Company.

Procurements:

Your Company endeavours to procure materials and services through e-procurement platform on ERP system. During the year, about 74% of the total requirements were sourced through e-procurement.

Further, all the contracts for procurements for value Rs.2 Crs and above are subjected to Integrity Pact (IP) in line with Central Vigilance Commission (CVC) Guidelines. IP envisages an agreement between the vendor and the Company not to resort to corrupt practices of whatsoever nature in any aspect / stage of each such contract. Draft of the IP agreement is placed at www.bemlindia.com. Independent External Monitors (IEMs), as recommended by CVC, review the IPs periodically and confirm the implementation in line with the Guidelines. Further, the IEMs hold structural meetings with the Chairman and Managing Director and apprise accordingly. During the year, there were 62 IPs entered with the vendors for value aggregating Rs.365.58 Crs.

Micro and Small Enterprises:

Keeping in view the effective implementation of Public Procurement Policy for Micro and Small Enterprises (MSEs) Order 2012, following steps have been adopted:

0 List of components that could be sourced from MSEs are placed on the Company's web-site (www.bemlindia.com) for the information of MSE vendors.

0 Communication has been sent to all the registered vendors regarding the said policy with the objective of achieving an overall procurement of 20% from MSEs out of the total annual purchases. Further, for enhancing the procurement from MSEs owned by SC/ST, all the vendors are approached to capture the details and update the data bank.

0 Appropriate weightage has been given for MSEs in the MoU from year 2014-15 onwards in order to ensure effective implementation of the policy.

0 In order to enhance the vendor base from MSEs, your Company is participating in various exhibitions organized by Micro, Small and Medium Enterprises, National Small Industries Corporation, etc, wherein components are being displayed for MSEs and details / advantages of the above policy is propagated.

0 During 2014-15, your Company placed orders for goods and services to the extent of Rs.169.34 crores from MSEs which constituted 12.70% of the total procurement value of Rs.1333.80 crores. 

Compliance under the Right to Information Act, 2005:

The information required to be provided to citizens under section 4(1)(b) of Right to Information Act, 2005 is placed on Company's website, www.bemlindia.com. It contains general information of the  Company, functions, powers and duties of employees/officers, decision making process, rules, regulations, manuals and records held by the Company directory of the Company's officers, pay scales of officers / employees etc., and procedure for seeking information and inspection of records. The Company has nominated a Central Public Information Officer, Appellate Authority, Transparency Officer and five Central Assistant Public Information Officers representing Complex /Divisions to attend to the queries and appeals. Further, during the year 2014-15 the Company received 202 applications and queries and the same were disposed off.

Rajbhasha:

Your Company continued its efforts in implementing the Official Language (OL) Policy by adopting the following measures during the year:

0 All the prescribed documents under the OL policy were prepared and issued in Hindi- English bilingual form.

0 OL Implementation Committee is constituted to review the status of use of Hindi across the Company.

0 OL Inspection was carried out by Joint Director, Department of Official Language, MoD, at District Offices in Cochin and Guwahati, Mysuru Complex and KGF Complex.

0 First Sub-Committee of the Parliamentary Committee on OL inspected your Corporate Office and District Office-Udaipur, reviewed the implementation of OL policy and suggested additional measures for implementation. 0 354 executives/employees were trained in Hindi under Hindi Teaching Scheme of Government of India, during the period under review.

0 10 Hindi workshops were organized in which 204 officials were trained.

0 Hindi Fortnight was observed from 16.09.2014 to 30.09.2014 throughout the Company and variety of competitions was organized.

0 To encourage the employees reading Hindi books, a separate Hindi Library is functioning at Corporate Office with good number of Hindi books and periodicals.

0 Website of your Company is made available in Hindi and are updated the contents periodically.

Corporate Governance:

A report on Corporate Governance and Management Discussion and Analysis Report along with a Compliance Certificate as required under the Equity Listing Agreement is placed at Annexure-II.

Awards:

0 On 22.11.2014, your Company was awarded with 'India's Top Challenger Company' in the category of Construction and Engineering at the 12th Annual Construction World Global Awards-2014 function held at Mumbai.

0 On 16.12.2014, your Company received two Awards for its equipment under the categories of Best Seller-Rigid Dump Trucks and BestSeller-Crawler Dozers in the 2nd Equipment India Awards-2014 at Delhi.

0 On 05.01.2015, your Company has won 'Star Performer' award in the Export category for the year 2012-13 from EEPC India. 

Manpower:

The number of employees of the Company as on 31.03.2015 stood at 9,599 as against 10,328 of the previous year.

The Comany recruited oly two cadidates, each one in Group B and C, from General category during the year. 

 Human Resources Development & Industrial Relations:

The HR Department identified several thrust areas for continuously updating technical/professional knowledge and skills of employees towards fostering a performance driven work culture in all areas of operations particularly at shop floors.

During the year, the Company organized several in-house and external training programs covering 24,546 man-days.

The overall industrial relation situation in the Company was cordial during the year.

Sexual Harassment of Women at Workplace:

In terms of the provisions of the Sexual Harassment of Women at a Work Place (Prevention, Prohibition & Redressal) Act, 2013, an Internal Complaints Committee is constituted in all the manufacturing units. No case was reported / filed under the said Act during the year 2014-15. 

Corporate Social Responsibility & Sustainability:

In terms of DPE Guidelines on MoU and Section 135 of the Companies Act, 2013, the Corporate Social Responsibility & Sustainability Committee (CSRS) has been constituted to examine the proposals for the approval of CSRS plan and review the implementation / execution of the plan and steering the CSRS agenda of the Company. The CSRS Committee consists of the following Directors:

Shri. N P Gupta : Chairman / IndependentDirector

Shri. Deepak Kumar Hota : Member / Director (HR)

Shri. Aniruddh Kumar : Member/Director (Rail & Metro)

Board of Directors of your Company has approved a "Policy on Corporate Social Responsibility and Sustainability" to ensure commitment at all levels in the organization, operate the Company's business in an economically, socially and environmentally responsible and sustainable manner, while recognizing the interests of all stakeholders. The CSRS activities are monitored periodically by the Committee and an annual report on CSRS activities undertaken during the year 2014-15 is enclosed at Annexure-III. The average net profit of the Company for the last three financial years is nil.

Hence, the amount to be spent on CSRS activities for the year is nil as per the provisions of the Companies Act, 2013. However, in continuing with the endeavour towards being a socially responsible business entity, the Company incurred a sum of Rs.3.89 Crs towards CSRS Activities during the year.

The CSR policy of the Company and the activities undertaken are placed on the Company's web-link at http://www.bemlindia.com/documents/aboutus/ BEML CSR Policy 19092014.pdf and http://www.bemlindia.com/documents/about us/BEML CSR SD Activities 2014-15.pdf,respectively.

Environment and Pollution Control:

In order to protect the environment in and around the factory premises/township, tree plantation were  undertaken. Your Company planted saplings of various types of avenue trees / flower bearing trees inthe vacant lands belonging to the Company for maintaining ecological balance in the surroundingareas.

Particulars of Employees:

There were no employees of the Company who received remuneration in excess of the limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Statutory Auditors:

M/s. S.R.R.K Sharma Associates, Chartered Accountants, Bengaluru, were appointed by Comptroller & Auditor General of India as Statutory Auditors for the year 2014-15.

Observation, if any, made in the Independent Auditors' Report on the standalone and consolidated financial statements and the reply of the Board thereto will be given by way of an addendum to this report.

Cost Auditors:

Your Company appointed M/s. Murthy & Co., LLP,Cost Accountants, Bengaluru, as Cost Auditors for the year 2014-15 in terms of Section 148 of Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 for preparing and filing necessary 'Cost Audit Report' for Railway Rolling Stock and its Parts. Further, as required under the said Rules, the remuneration payable to the Cost Auditor is placed in the notice convening 51st Annual General Meeting for ratification of the members.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Company appointed Shri S. Viswanathan,Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the year 2014­15. The report of the said Secretarial Audit is placed at Annexure-IV.

Reply of the Board of Directors to the observation made in the said report regarding composition of Board and fixation of remuneration to Directors are provided in the 'Report on Corporate Governance'annexed to this report.

Directors:

(1) Appointment of Independent Directors:

No Independent Director was appointed during the year. The terms and conditions of the existing Independent Directors are posted on the web-site of the Company.

(2) Statement on declaration by Independent Directors:

Independent Directors have given declarations u/s149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down u/s 149(6) of the said Act.

(3) Remuneration of Directors:

Your Company being a Central Public Sector Enterprise, the appointment, tenure and remuneration of Directors are decided by thePresident of India. The Government communication appointing the Functional Directors indicate the detailed terms and conditions of their appointment including a provision for the applicability of the relevant rules of the Company.

Pursuant to the provisions of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the details of remuneration paid to the Functional Directors during 2014-15 are provided under the 'Report on Corporate Governance' annexed to this report.

Government Nominee Directors are not paid any remuneration including sitting fee for attending Board / Committee meetings. Further, none of the Government Nominee Directors had any pecuniary  relationship or transactions with the Companyduring the year.

Independent Directors are paid sitting fee of Rs.20,000 per meeting of the Board / Committee of the Board attended by them. Further, if there are more than one such meeting on the same day, sitting fee @ Rs.10,000 is paid for second / subsequent meetings.

Neither there was payment of commission to the Board of Directors nor any stock option scheme offered to them during the year.

(4) Change of Directors :

In terms of Article 97 of the Articles of Association of the Company, the President of India is vested with the power to appoint the Directors of the Company from time to time and also shall determine the terms of office of such Directors. Accordingly, Smt. Kusum Singh, Joint Secretary, Department of Defence Production, MoD, was appointed as GovernmentNominee Director w.e.f. 05.11.2014 in place of Shri P. K Mishra, as per the directives of the President of India.

The Board placed on record its deep appreciation for the valuable services rendered by Shri P. K. Mishra

whose term of office ended during the year.

(5) Appointment of Key Managerial Personnel:

Your Board of Directors appointed all the six Functional Directors and Company Secretary as the Key Managerial Personnel of the Company with effect from 13.02.2015.

(6) Number of meetings of Board:

During the year, 6 meetings of the Board were held on 27.05.2014, 28.05.2014, 12.08.2014, 18.09.2014, 14.11.2014 and 13.02.2015. Requirements on number and frequency of meetings, in terms of Clause 49(II)(D)(1) of the Equity Listing Agreement and Para 3.3.1 of the DPE Guidelines, were complied with in full.

(7) Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, your Directors state that, based on the representations received from the management,

(a) in the preparation of the annual financial statements for the year ended 31.03.2015, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2015 and of the profitability of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual financial statements have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that the internal financial controls were adequate and operating effectively;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

(8) Your Company being a Central Public Sector

Enterprise (CPSE) and also all the Directors are appointed by the President of India from time to time, the personnel policies and guidelines issued by DPE are being adopted in line with other CPSEs. Accordingly, your Company has not formulated policy for evaluation of the performance of Directors.

Extract of Annual Return:

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the prescribed form is placed at Annexure-V. 

Acknowledgements

Your Directors express their hearty thanks to the Company's valued customers, in particular Defence Services, M/s. Coal India Limited and its Subsidiaries, M/s. Singareni Collieries Company Limited, M/s. Steel Authority of India Limited, Railway Board, M/s. Delhi Metro Rail Corporation,M/s. Bangalore Metro Rail Corporation and M/s. Jaipur Metro Rail Corporation for their patronage and confidence reposed on the Company. The Directors also acknowledge and thank all collaborators, vendors and other service providers for their valuable assistance and cooperation extended to the Company.

The Directors express their appreciation to the members of Company's Consortium of Banks and other Bankers and Financial Institutions for their continued support to the Company's operations. The Directors also thank all the shareholders / investors for reposing continued confidence in the C omp any.

The Directors wish to thank the Comptroller & Auditor General of India, the Principal Director of Commercial Audit & Ex-officio Member, Audit Board and Statutory Auditors for their valued co-operation.

The Directors also acknowledge the valuable support and assistance received from various Ministries of Government, in particular Ministry of Defence, Ministry of Coal, Ministry of Mines, Ministry of Steel, Ministry of Railways and the Ministry of External Affairs. The Directors are also grateful to the Government of Karnataka and Kerala for the support and co-operation extended to the Company.

Your Directors take this opportunity to place on record their appreciation for the invaluable contribution made and excellent co-operation extended by the employees and executives at all levels for the continued progress and prosperity of the Company.

For and on behalf of the Board of Directors

Sd/- P Dwarakanath

Chairman & Managing Director 

Bengaluru  

29.05.2015