OBJECTIVES ANNUAL... · 8 BRAITHWAITE & CO. LIMITED NOTICE Notice is hereby given that the 43rd...

VISION:Our vision is to be a benchmark for the Wagon manufacturing industry with service excellence and addressing customer needs both Indian & overseas with manufacturing flexibility, desired quality at competitive cost by setting up better infrastructure and processing facilities

MISSION:

Ç To increase the wagon production gradually over time.

Ç To become a Miniratna – Category II Company.

Ç To establish state of the Art Steel Foundry by introducing another high capacity Furnace and taking up manufacturing of Bogies and Couplers as per international standards.

OBJECTIVES:

Ç To achieve continuous growth of business.

Ç To enter the international market as well as penetrate into new domestic business with new and diversified projects thereby enhancing business volume.

Ç To explore possibilities of forming Consortium / Public Private Partnership (PPP) with CPSEs and other Corporate to achieve the above.

Ç Continuous development in skill and competencies of employees.

VISION/MISSION AND OBJECTIVES OF THE COMPANY

( GANGA BRIDGE, PATNA

JUBILEE BRIDGE WEST BENGAL

CONTAINER HANDLING CRANE

( EOT CRANE

Contents Page No.

1. Company Information 05

2. Notice to Members 08

3. Chairman’s Speech 14

4. Board’s Report 18

5. Annual Report on Corporate Social Responsibilities 38

6. Report on Corporate Governance 40

7. Management Discussion and Analysis Report 48

8. Independent Auditors’ Report 53

9. Management replies to Statutory Auditor’s Qualifications. 62

10. Comments of Comptroller & Auditor General of India (CAG) 63

11. Balance Sheet 65

12. Statement of Profit & Loss 66

13. Cash Flow Statement 67

14. Significant Accounting Policies 83

15. Notes on Accounts 86

16. Ten Year’s Digest 90

Board of Directors

Shri Yatish Kumar

Chairman & Managing Director (w,e.f. 28.05.2018)

Shri Partha Protim Bose Director (Finance)

Shri Salim G Purushothaman

Director Production)(w.e.f. 31.10.2018)

Shri Govind Pandey Govt. Nominee Director

(upto 05.06.2019)

Shri Manish Kumar Govt. Nominee Director

(w.e.f. 31.12.2018)

Shri Vivek Mohan Govt. Nominee Director

(w.e.f. 06.06.2019)

Dr. Dwarika Prasad Uniyal Independent Director

Smt. Nirmala Devi Indukuri Independent Director

(w.e.f.11.07.2019)

COMPANY INFORMATION

Board of Directors Shri Yatish Kumar, Chairman & Managing Director (w.e.f. 28.05.2018)Shri Partha Protim Bose, Director (Finance) CMD (Addl. Charge w.e.f. 01.09.2017 to 27.05.2018) & Director Production (Addl. Charge w.e.f. 01.09.2017 to 30.10.2018)Shri Salim G Purushothaman Director (Production) (w.e.f. 31.10.2018).Shri Pranjol Chandra, Govt. Nominee Director(w.e.f. 17.04.2018 to 31.07.2018).Shri Manish Kumar, Govt. Nominee Director (w.e.f. 31.12.2018).Shri Govind Pandey, Govt. Nominee Director (upto 05.06.2019).Shri Anirudh Kumar, Govt. Nominee Director (upto 04.04 2018).Shri Vivek Mohan, Govt. Nominee Director(w.e.f. 06.06.2019).Dr. Dwarika Prasad Uniyal, Independent DirectorSmt. Nirmala Devi Indukuri, Independent Director(w.e.f. 11.07.2019).

Board Committee(s)

Audit Committee Dr. Dwarika Prasad Uniyal, Shri Yatish Kumar, (w.e.f. 28.05.2018) Shri Partha Protim Bose, (from 01.09.2017 to 17.05.2018) Shri Govind Pandey, (upto 05.06.2019) Shri Anirudh Kumar, (upto 04.04.2018) Shri Pranjol Chandra, (from 17.04.2018 to 31.07.2018) Shri Manish Kumar, (w.e.f. 31.12.2018) Shri Vivek Mohan, (w.e.f. 06.06.2019) Smt. Nirmala Devi Indukuri,(w.e.f. 11.07.2019)

Remuneration Committee Dr. Dwarika Prasad Uniyal, ChairmanShri Govind Pandey, (upto 05.06.2019) Shri Anirudh Kumar, (upto 04.04 2018). Shri Manish Kumar,(w.e.f. 09.08.2019) Shri Vivek Mohan, (w.e.f. 09.08.2019) Smt. Nirmala Devi Indukuri,(w.e.f. 09.08.2019)

CSR Committee Shri. Yatish Kumar, Chairman & Managing DirectorShri Partha Protim Bose, Director (Finance) Dr. Dwarika Prasad Uniyal, Independent Director

Asst. Company Secretary Ms. Sushma Shukla, (upto 04.02.2019)Mrs. Baishakhee Maitra, (w.e.f. 22.08.2019)

ChairmanMember

MemberMember

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Registered Office Braithwaite & Co. Limited5, Hide Road, Kolkata- 700043Telephone: 91-33 -2439-4114/7413Fax: 91-33-2439-5607Email ID: cs@braithwaiteindia.com

Works 1. Clive Works: 5, Hide Road, Kolkata- 7000432. Angus Works: P.O. Angus, Dist: Hooghly -712221 3. Victoria Works : P-61, Circular Garden Reach Road, Kolkata - 700043

Bankers State Bank of IndiaStatutory Auditor M/s. S,N.Mukherji & Co., Chartered Accountants

1B, Old Post office Street, Emerald House, 3rd Floor,B.B.Bagh, Kolkata-100001

Internal Auditors M/s. A.J.S. Associates, Cost Accountants55B,S.P.Mukherjee Road 1st Floor, Near Hazra Xing, Kolkata-700026

Cost Auditor M/s. DGM & Associates, Cost Accountants 64, B.B. Ganguly Street, 2nd Floor,Kolkata-100012

MILK TANK VAN

BALMER LAWRIE

SITA RAIL (EXPORT WAGON)

CASNUB BOGIE

FABRICATED BOGIE FOR MILK TANK VAN

BRAITHWAITE & CO. LIMITEDNOTICE

Notice is hereby given that the 43rd Annual General Meeting of the Members of Braithwaite & Co. Limited. will be held on Friday , the 27th day of September, 2019 at 2.30 P.M. at 252 & 253, Malwa Singh Block, Khelgaon, New Delhi-110049, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019 together with the Report of the Board of Directors and Auditors thereon as also the comments of the Comptroller & Auditor General of India, as required under the provisions of Section 394 of the Companies Act, 2013.

2. To fix remuneration of the Auditors, M/s. S.N. Mukherji & Co. (CA0072) 1B, Old Post Office Street, Emerald House, 3rd Floor, B.B.D. Bagh, Kolkata-700001, who have been -appointed as Statutory Auditor of the Company for the Financial Year 2019-20 by the Comptroller & Auditor General of India vide letter No./CA.V/COY/CENTRAL GOVERNMENT,BRTHWT(1)/395 dated 06/08/2019, in terms of Section 139 of the Companies Act 2013, and as recommended by the Audit Committee at its 75th Audit Committee meeting held on 03rd September, 2019 and 215th Board Meeting held on 03rd September,2019 at a remuneration of Rs.2,57,000/- (Rupees Two Lakhs Fifty seven Thousand Only) and to pass with or without modification the following Resolution:

“RESOLVED THAT the remuneration of M/s. S.N. Mukherji & Co. (CA0072) 1B, Old Post Office Street, Emerald House, 3rd Floor, B.B.D. Bagh, Kolkata-700001, who have been appointed as Statutory Auditors of the Company by the Comptroller & Auditor General of India in terms of Section 139 of the Companies Act, 2013 for the Financial Year 2019-20, vide letter No./CA.V/COY/CENTRAL GOVERNMENT, BRTHWT(1)/395 Dated 06/08/2019 and as recommended by the Board, be and is hereby approved as Rs. 2,57,000/- (Rupees Two Lakhs Fifty seven Thousand Only).”

3. To enhance the Remuneration of the Auditors duly approved at the 42nd AGM of the Company, M/s. S.N. Mukherji & Co,(CA0072) 1B, Old Post Office Street, Emerald House, 3rd Floor, B.B.D.Bagh, Kolkata-700001, who have been -appointed as Statutory Auditor of the Company for the Financial Year 2018-19 by the Comptroller & Auditor General of India vide letter No./CA.V/COY/CENTRAL GOVERNMENT, BRTHWT(1)/194 dated 20/07/2018, in terms of Section 139 of the Companies Act 2013, and as recommended by the Audit Committee at its 74th Audit Committee meeting held on 09th August, 2019 and 214th Board Meeting held on 9th August, 2019 at an enhanced remuneration of Rs.2,57,000/- (Rupees Two Lakhs Fifty seven Thousand Only) from Rs 97,000/- ( Rupees Ninety Seven Thousand) and to pass with or without modification the following Resolution:

“RESOLVED THAT M/s. S N Mukherji & Co. (CA0072), 1B, Old Post Office Street, Emerald House, 3rd floor, B. B. D. Bagh, Kolkata-700001, who have been appointed as Statutory Auditors of the Company by the Comptroller and Auditor General of India for the Financial Year: 2018-19 at a remuneration of Rs. 97,000/-, duly approved at the 42nd AGM of the Company, is now enhanced to Rs. 2,57,000/-”.

SPECIAL BUSINESS:

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

Ordinary Resolution:

4. “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of Rs.85,000/- (Rupees Eighty five Thousand Only) all inclusive, of the Cost Auditors M/s DGM & Associates, Cost Accountants (Regn. No. 000038) 64, B.B. Ganguly Street, 2nd Floor, Kolkata-700012, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2019-20 as set out in the Statement annexed to the Notice convening this Meeting, be and is hereby ratified.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution.”

5. “RESOLVED THAT pursuant to the provisions of section 61(1)(a) of the Companies Act, 2013, and all other applicable provisions, (including any statutory modification(s) or re-enactment(s) there of for the time being in force, the Authorised Share Capital of the Company be and is hereby increased from Rs. 95,00,00,000/- (Rupees Ninety five Crores) divided into 9,50,000 (Nine lacs fifty thousand) Equity Shares of Rs. 1000/- ( Rs. One thousand) each to Rs. 200,00,00,000 (Rs. Two Hundred crores) divided into 20,00,000 (Twenty lacs) Equity shares of Rs.1000/- (Rupees One Thousand)each by creation of further 10,50,000 (Ten lacs fifty thousand) Equity Shares of Rs. 1000/- (One Thousand) each”.

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution , the Directors and Company Secretary of the Company be and is hereby jointly / severally authorised to take all such steps and actions and give such directions as may be necessary in this regard”.

To consider and if thought fit, to pass with or without modifications, the following Resolution(s) as:

Special Resolution:

6. “RESOLVED THAT the existing Clause 5 of the Memorandum of Association of the Company be and is hereby deleted and substituted by the following new clause:

5. The Authorised Share Capital of the company is Rs.200,00,00,000 (Rs. Two hundred crores) divided into 20,00,000 (Twenty lacs) Equity Shares of Rs.1000/- (Rs. One thousand) each.

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution , the Directors and Company Secretary of the Company be and is hereby jointly and severally authorised to take all such steps and actions and give such directions as may be necessary in this regard”.

7. “RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013, the existing Article 5 of the Article of Association of the Company be and is hereby deleted and in its place the following Article be substituted :

5. The Authorised Share capital of the company is as specified in Capital Clause of the Memorandum of Association of the Company.

“RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution , the Directors and Company Secretary of the Company be and is hereby jointly / severally authorised to take all such steps and actions and give such directions as may be necessary in this regard”.

Registered Office: 5, Hide Road By order of the Board of DirectorsKolkata - 700 043 Braithwaite & Co. Limited

Date : 3rd, September 2019 Sd/- Place: New Delhi Baishakhee Maitra Company Secretary

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON APPOINTED AS PROXY SHALL ACT ON BEHALF OF SUCH MEMBER OR NUMBER OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. HOWEVER, AS PER RULE 19(2) PROVISO OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, A MEMBER HOLDING MORE THAN 10% OF TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER. PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS (48 HOURS) BEFORE THE SCHEDULED TIME OF THE ANNUAL GENERAL MEETING. BLANK PROXY FORM IS ENCLOSED.

2. Relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of Special Business, as set out above is annexed hereto.

3. The proxy holder shall prove his identity at the time of attending the Meeting.

4. When a member appoints a proxy and both the member and proxy attend the meeting, the proxy stands automatically revoked.

5. Requisition for inspection of proxies shall have to be made in writing by members entitled to vote on any resolution three days before the commencement of the meeting.

6. A member would be entitled to inspect the proxies lodged with the Company, twenty four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting.

7. Relevant documents referred to in the acCompanying notice/explanatory statement are open for inspection by the members at the AGM and such documents will also be available for inspection in physical or in electronic form at the registered office and copies thereof shall also be available for inspection in physical or electronic form at the Corporate Office on all working days, from10.00 A.M. to 1.00 P.M., up to the date of this Annual General Meeting.

ANNEXURE TO NOTICE(Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013)

Item No. 4

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, approved the appointment of M/s DGM & Associates(Regn.No.000038) Cost Accountants of the Company for the Financial Year 2019-20, for conducting the audit of the cost records of the Company at a remuneration of Rs. 85000/-(Rupees Eighty five Thousand Only) including all taxes. The remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company. Accordingly, the consent of the Members is sought by passing an Ordinary Resolution as set out at item No. 4 of the Notice.

None of the Director, whole-time key managerial personnel or their relatives are concerned with or interested, financially or otherwise, in the proposed Resolution as set out at Item No. 4 of this Notice.

Item No. 5

The Authorised Share Capital of the Company is Rs. 95,00,00,000/- and Issued, Subscribed and Paid up Share Capital is Rs. 83,42,26,000/-. However, to meet the working capital requirement of the Company fresh funds is required by way of Equity infusion in the Company, Hence, the Board proposes to increase the Authorised Share Capital from Rs.95,00,00,000/- (Rupees Ninety five crores ) divided into 9,50,000 (Nine lac fifty thousand) Equity Shares of Rs. 1000/- (Rupees One thousand) each to Rs.200,00,00,000 (Rs. Two hundred crores) divided into 20,00,000 (Twenty lacs) Equity shares of Rs.1000/- (Rupees One Thousand) each .

Pursuant to provisions of section 61(1)(a) of the Companies Act, 2013 the consent of the shareholders of the Company is required to the proposed increase in Authorised Share Capital . Accordingly the Board of Directors of the Company vide its resolution passed at the meeting held on 03/09/2019 has proposed to increase the Authorised Share Capital of the Company and seeks the approval of members for the said increase by way of Ordinary Resolution.

Item No 6

In order to reflect the increase Authorised Share Capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Clause 5 of the Memorandum of Association of the Company must be amended.A draft of the amended Memorandum of Association with the following Clause 5 will be tabled in the meeting.

5.The Authorised Share Capital of the company is Rs.200,00,00,000 (Rs. Two hundred crores) divided into 20,00,000 (Twenty lacs) Equity Shares of Rs.1000/- (Rupees One thousand) each.

As per the provision of section 13 of the Companies Act, 2013, the Alteration of the Memorandum of association of the Company requires the approval of shareholders by way of Special Resolution and accordingly the Board now seeks the approval of shareholders for the same.

Item No. 7

Pursuant to the provisions of section 14 the Companies Act, 2013, read with the Rule framed there under, amendment of Articles of Association requires approval of shareholders by way of Special Resolution. Accordingly, this matter has been placed before the shareholders for approval.

The Board therefore, submits the resolution for your consideration and recommends it to be passed as a Special Resolution.

A copy of the existing as well as new Articles of Association of the Company is available for inspection at the Registered Office of the Company during working hours on any working day.

None of the Directors, whole-time key managerial personnel or their relatives are concerned with or interested, financially or otherwise, in the proposed Resolution as set out at Item No. 7 of this Notice.

Registered Office: 5, Hide Road By order of the Board of DirectorsKolkata - 700 043 Braithwaite & Co. Limited Sd/-Date : 3rd, September 2019 Baishakhee MaitraPlace: New Delhi Company Secretary

ROUTE MAP FOR AGM VENUE

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN: U74210WB1976GOI030798

Name of the Company: BRAITHWAITE & CO. LIMITED

Registered Office: 5 – Hide Road, Kolkata - 700043

Name of the Member(s):

Registered address:

E-mail Id:

Folio No./Client Id & DP. Id:

I/We, being the member (s) of ……. shares of the above named Company, hereby appoint

1. Name

Address

E-mail IdSignature

Or failing him/ her

2. Name

Address

E-mail Id Signature

Or failing him/her

3. Name

Address

E-mail IdSignature

Or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Friday, 27th day of September, 2019 2.30 P.M. at 252 and 253, Malwa Singh Block, KhelGaon, New Delhi- 110049 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019 together with the Report of the Board of Directors and Auditors thereon.

2. To approve the remuneration of the Statutory Auditors, for the Financial Year 2019-20.

3. To approve the enhancement of remuneration of the Statutory Auditors , for the Financial Year 2018-19

4. To ratify the remuneration of the Cost Auditors, for the Financial Year 2019-20.

5. To approve the enhancement of the Authorised Share Capital from Rs. 95 crores to Rs. 200 crores.

6. To approve amendment of clause 5 of the Memorandum of Association of the Company.

7. To approve amendment of Article of Association of the Company.

Signed this _________________ day of _________________ 2019Signature of Shareholder ____________Signature of Proxy holder(s) ___________

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AFFIX Revenue Stamp of

CHAIRMAN’S SPEECH

Dear Shareholders,

It gives me immense pleasure to welcome you to the 43rd Annual General Meeting of your Company.

Economic Scenario

The economic scenario in the year 2018-19 remained more or less stable with reference to Company’s business and market scenario. The wagon orders received from Railway Board for 1500 nos wagons in the latter part of 2017-18 were taken up for execution in 2018-19 which provided adequate workload in the workshops. The final prices for the said orders intimated by Railway Board were also found to be workable. Moreover, the Company could also successfully overcome the challenges in procurement of high value items like Steel and Wheel sets which came up due to withdrawal of free supply items by Railway Board from their wagon orders. In respect of other critical inputs like 70 BD Couplers and 71 BD Draft Gear, the Company opted for engaging multiple RDSO approved sources for ensuring uninterrupted supplies. However, availability of another critical input, 25T Axle Load Bogie continued to be erratic due to limited source of supply.

The market demand in the Non-Railway wagon sector also increased during the year. M/s GATX India Pvt Ltd, one of the main buyer in the country and a reputed wagon leasing Company, required substantial wagons against which the Company got a good share by securing order for 5 rakes of BOXNHL wagons along with related BVCM type Brake Vans. It is expected that in view of increased freight traffic transportation plan of the Ministry of Railways, the demand in the market of wagons in India is likely to increase further and continue during next few years.

The requirement of wagon repairing and conversion of the single pipe brake system to twin pipe brake system came up substantially during the year. The Company grabbed the opportunities of repairing of wagons in the zonal Railways like SER, ER, ECR by strengthening its wagon repairing activities both at its own workshops as well as at site. Repairing / Rehabilitation of wagon has now become a major business for the Company. The Company is also in the process of expanding site activities in the field of Retrofitment of twin pipe brake system of wagons. The other business areas as diversification have also been explored. The Company has already entered in the field of manufacturing of Stainless Steel Benches for different Railway stations. The overall macro-economic performance of Indian Economy and growth of infrastructure, particularly in Railway Transport sector played an important role in creation of opportunities for the Company and the Company is trying to derive the leverages to the maximum extent.

During past several years, the availability of working capital played a major role impacting the turnover of the Company in those years. However, during the year under review, availability of working capital could be improved through streamlining collection processes against sales for revenue generation as well as with the help of grant of Rs. 50 crore received from Railway Board as Equity. The Company has also reallocated fund / non- fund based facilities with the banker. Further enhancement of working capital and banking facilities are on the process for improving the situation manifold.

Economic Growth and Stability

The Company has aimed its growth and stability looking at the development and progress of the Indian Economy, mainly in Railway sector. Most of the contracts now being entered with different customers by the Company are being considered with price variation condition to cover up the market price fluctuations of raw materials and different items. The Company also expects to derive the advantages and policy changes from the new initiatives taken by Government on “Redefining the Roles of CPSEs” through the “CPSE Conclave”. With such initiatives of the Government, several policy changes are expected which will be beneficial to all CPSEs.

Diversification, Research and Development

The Company aimed at diversification during the year through utilization of its resources in the best manner. The Company is having engineering excellence and with such strength, the Company made efforts to diversify in the new areas of business. The Company could achieve success during the year under review in the following areas:

Reconditioning of the prestigious Bayer-Garret Steam Locomotive in SER’s Kharagpur Works Shop, Railway Board intended to make this old and rare Steam engine operative as a heritage. The Company took up the challenge and completed the job successfully. After several trial runs, the locomotive is now awaiting for ceremonial heritage run.

The Company was successful in securing order for manufacture & supply of Stainless Steel Benches from Railway Board against stiff competition and taking up its execution during the year under review. With the expertise and experience of stainless steel fabrication, the Company could tie up with a reputed Company and manufacturing activities started. This is a new area of business for the Company and the product has very good market potential.

The Company established the process of repairing of wagon at Railway sites by executing orders continuously at Mughalsarai site of repairing of wagons. The entry into such site job is a new venture for BCL which could be streamlined successfully. Such site activity resulted a good share of turnover in the Company.

Establishing a new manufacturing line of different sub-assemblies of wagons like Flap doors, Side body, End body etc for supply to different zonal Railways. Workshops of different zonal Railways require substantial quantity of these items regularly. Even though there are several competitors in this field, the Company has successfully taken entry and securing orders regularly. This new segment of business line will also add good turnover of the Company.

The Company has also taken up modernization of its Foundry for augmenting foundry productions. The Company has also gone ahead further in taking up the foundry of BSCL and expect finalization in the matter very soon from the government. The efforts in this regard will increase the production of bogies and couplers to take care of in house requirement as well as sale to different customers for increase of revenue generation.

Moreover, the Company is also exploring opportunities for manufacture of Meter Gauge Bogies for export requirements. The development of Meter Gauge Bogie will open a new avenue in the history of the Company. Receipt of order for a good quantity of Meter Gauge Bogies for Myanmer Railways is highly prospective and the Company expects the same for execution in the coming years. Considering the past experience and capability of the Company in development and manufacture of new type of wagons for the first time, Railway Board declared the Company as a “ Prototype Hub”. This will emerge as a great opportunity to the Company in respect of priority during allocation of orders for bulk manufacturing after development of Prototype. Besides, the Company is in continuous effort for tapping the business of Retrofitment of Twin Pipe system in different types of wagons for different zonal Railways. This will also be a part of diversification of the Company in the area of new business.

Summarizing all above, the Company is already in the path of diversification, research and development programme during the year under review and foresees to strengthen the same further in the coming years also.

Financial Performance

The Company recorded a turnover of Rs. 317.03 crore in 2018-19 as against 130.89 crore in 2017-18, based on higher production achieved both in newly built and repair wagon sectors. The Company also achieved a Net Profit of Rs. 7.86 crore in 2018-19 as compared to net profit of Rs.2.60 crore in 2017-18. During the year under review, the Net Worth of the Company as on 31st March, 2019 stood at Rs. 63.68 crore in comparison to Rs. 5.81 crore as on 31st March, 2018. The quantum jump of Rs. 57.86 crore during the year 2018-19, represented by the aggregate effect of Equity Infusion of Rs. 50.00 crore and the Profit after Tax earned by BCL during 2018-19 of Rs. 7.86 crore.

Plan Outlay

The Company received CAPEX fund of Rs. 8 crore. Augmentation of facilities in Angus Foundry of the Company was initially envisaged against this CAPEX fund, but the Company later on considered for utilization of a portion of the CAPEX fund for augmentation of facilities in other works also due to urgent needs apart from spending a good amount in foundry modernization. The Company has also given stress in repairing of factory sheds with roof sheeting work for safe working environment. Accordingly, the actions for order placements on different vendors have already been initiated and steps are being taken for utilization of the said CAPEX fund of Rs.8 crore are in rationalized manner.

Besides, the matter of taking up the foundry of BSCL has progressed further and it is expected that the Government would finalize the case very soon. Needless to mention that on acquiring the foundry of BSCL, the Company will enhance its foundry productions along with elimination of dependence on outside suppliers for procurement critical inputs like 25T Axle Load Bogie, 70 BD Coupler and 71 BD Draft Gear. Such effort will further facilitate in enhancement of wagon production by the Company as well as possibilities of selling these foundry products to different customers including zonal Railways.

Corporate Social Responsibility

Corporate Social Responsibility and Sustainability is BCL’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. BCL shall endeavour to conduct their business operations and activities in a socially responsible and sustainable manner at all times. In general, CSR and Sustainability activities / projects will be preferentially undertaken for stakeholders who are generally located in the periphery of Company areas of BCL. However, BLC (Board Level Committee) of BCL may decide to locate CSR and Sustainability projects / activities anywhere in the country.As per the provisions pertaining to CSR as prescribed under the Companies Act, 2013 Braithwaite & Co. Ltd is not required to comply CSR activities for the Financial Year 2018-19.

Manpower – Our Assets

The year marked an upsurge in HR functions and HR Audit was conducted to find out the thrust areas for improvement in HR Functions. Important Policies viz: Vigil Mechanism, Conduct, Discipline & Appeal Rules, Recruitment Policy etc were reviewed and modified. To counter the constant depletion of manpower and to take care of increasing business volume in BCL, effective and optimized utilization of available talent, developing leadership, reorganization & job rotation was emphasized and outsourcing was also resorted to. Management also took efforts to fill up key posts as necessitated through Deputation of officers from Indian Railways.

Industrial Relations during the year remained generally peaceful and harmonious. The operating Unions constantly co-operated to boost up production level and resolve issues bilaterally.

Health, Safety, Security & Environment

Health, Safety, Security & Environment are integral parts of ours business policies and plans. To ensure smooth and safety operations, systems were reviewed regularly and monitored.

Corporate Governance

Braithwaite remains committed to achieve the highest standards of Corporate Governance. The Company has complied with the requirements of Corporate Governance as stipulated in the provision notified by the Department of Public Enterprises, Government of India.

Acknowledgement

I express my sincere thanks to Ministry of Railways, our bankers and all our business associates, customers, auditors as well as vendors for their continued support and assistance. I would also like to place on record my deep appreciation for the devotion and dedication of all my fellow BCL employees who have been pillars of strength for the Company and have delivered their best despite various difficulties and obstacles.

I also thank my colleagues on the Board for their advice and support in guiding the Company against various challenges. Especially, I would like to thank the Government and Independent Directors for bringing in their vast experience in diversified area and providing invaluable inputs and support.

Finally, I would like to convey gratitude to my colleagues and ex-Board Members for their continued co-operation and valued involvement.

On behalf of the Board and on my behalf, I reiterate about the commitment of the Company to professional business ethics and corporate governance to excel in all its spheres with continued support and guidance from all concerned.

Thank you,

Sd/- Yatish Kumar Chairman & Managing Director

Date: 3rd September,2019Place: New Delhi

VISHWAKARMA PUJA WOMAN’S DAY CELEBRATION

REPUBLIC DAY CELEBRATION

SPORTS DAY PRIZE DISTRIBUTION

GREEN INITIATIVE (PLANTATION OF TREE) CANCER AWARENESS PROGRAM

INDEPENDANCE DAY CELEBRATION

SPORTS DAY

BOARD’S REPORT

Dear Members,

Your Directors are delighted to present the 43rd Annual Report on the working of the Company along with the Audited Accounts for the Financial Year ended on 31st March, 2019 and the Report of the Statutory Auditors thereon and the Comments of the Comptroller & Auditor General of India .

1. Performance Highlights

[a] Financial Parameters: During the year 2018-19, the Company recorded a Net Profit (After Tax) of Rs. 7.86 Cr. as against a Net Profit of Rs. 2.60 Cr. during the Previous Year 2017-18. The PBT was Rs. 9.41 Cr in 2018-19 against Rs. 2.60 Cr. in 2017-18.

[b] Net Worth: During the year under review, the Net Worth of the Company as on 31-03-2019 was Rs. 63.68 Cr. as against Rs. 5.81 Cr. as on 31-03-2018. The quantum jump of Rs. 57.86 Cr. during the year 2018-19, represented by the aggregate effect of Equity Infusion of Rs. 50.00 Cr. and the Profit after Tax earned by BCL during 2018-19 of Rs. 7.86 Cr.

[c] Turnover: The Company recorded a turnover of Rs. 317.03 Cr. in 2018-19 as against Rs. 130.89 Cr. in 2017-18, based on higher production achieved both in newly built and repair wagon sectors.

[d] Physical front: During the year 2018-19 the Production of Newly Built Wagons was 869 Nos. as against 530 Nos. produced during the Previous Year 2017-18. The Company also manufactured 1371 Nos. Bogies during 2018-19 as against 970 Nos. Bogies during the Previous Year 2017-18.

Execution and outturn from the units of BCL of Repair Wagons was 4590 Nos. in 2018-19 vis~a~vis 919 Nos. in 2017-18.

BCL, was bestowed with a prestigious contract for Re-commissioning along with Trial Run of Steam Locomotive “Beyer-Garrett N-38811” Under Production unit Kharagpur Workshop during the year, where pending the Heritage Run, the Re-commissioning along with Trial Run of the Locomotive was successfully concluded by the Company.

[e] Working Capital and Cash Flow of the Company: During the year under review the complete billing cycle has improved by strengthing the commercial cell, further by improving contract management system and liquidation of interest bearing advance from railways confidence of vendors has increased and thus they extended the credit period by 30 days in payment disbursement. During December’18, the bankers, SBI, had also enhanced the credit exposure from Rs. 59.20 Cr to Rs. 75.20 Cr based on the Company’s stability and Working Capital needs. The cash flow further improved on account of Rs. 50.00 Cr Equiy infusion for Working Capital by the Govt. of India on 08.02.2019. Accordingly, a favorable balance in the cash credit account of the Company could be maintained even on 31.03.2019. The Company has been able to park a portion of its funds in Fixed Deposits amounting to Rs. 29.58 Cr. in the year end.

[f] Contribution to Exchequer: The total contribution made by way of Value Added Tax, Income Tax, CST, Service Tax, Excise Duty and GST was Rs. 51.86 Cr during 2018-19 as against Rs.13.20 Cr during 2017-18.

[g] External Credit Rating: The Company’s External Rating was enhanced from BB+ to BBB- during the year based on the future prospects of the Company and the hand holding exercises by the parent ministry evident from the affairs of the Company. The External Rating was further reviewed by the Rating Agency on date and the rating was further upgraded to BBB from the BBB- rating as on date of Balance Sheet.

[h] Cost Audit: Cost Audit in compliance to section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014 has been mandated by statute. Accordingly M/s DGM Associates, Cost Accountants (Registration No. 000038) has been appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to Railway Rolling Stock (products / services) for Financial Year commencing on 1st April, 2018 and ending on 31st March, 2019 and would start their assignment on approval of the accounts of the Company.

The Cost Audit Report for the Financial Year ended 31st March, 2018 has been filed as stipulated by the applicable provisions of law.

[i] Payment of Dividend: Although BCL has earned Profit during 2018-19, but due to existence of Accumulated Loss of Rs. 19.79 Crores in the books (as on 31.03.2019), Payment of Dividend for the year 2018-19 was not applicable to the Company, in accordance with the Section 123 of the Companies Act, 2013 and clause No. 4.2

of Department of Investment and Public Asset Management’s (DIPAM) guideline No. 5/2/2016-Policy dated 27.05.2016, on Capital Restructuring of Central Public Sector Enterprises (CPSEs).

[J] Order Book Position: Information in this regard is disclosed in the Management Discussion and Analysis Report, Annexure - VI of the Board’s Report.

2. OPERATING RESULTS

The operating results for the year 2018-19 vis-à-vis 2017-18 are summarized below:

(Rs. in Lakhs) (Rs. in Lakhs)

2018 – 2019 2017 – 2018

Gross Production 40,936.98 18,468.44Sales 31,702.61 13,088.72Gross Margin 1,404.36 896.35Depreciation 176.58 166.46Bank and other interest 287.08 469.72Profit before Taxes 940.70 260.17Net Profit (after tax) 786.05 260.17

3. Financial Position and Capital Structure

The financial status of the Company as on 31.03.2019 compared to the previous year is shown below:

(Rs. in Lakhs) (Rs. in Lakhs)

2018– 2019 2017 – 2018

Authorised Capital 9,500.00 9,500.00 Issued & Subscribed Capital 8,342.26 3,342.26Capital pending allotment - -Reserve & Surplus (1,974.71) (2,760.76)

Non Current Liabilities 4,691.72 4,765.02 Current Liabilities 10,419.11 9,333.61 Total: 21,478.38 14,680.13

Represented by:Non Current Assets 2,174.08 2,268.64

Current Assets 19,304.30 12,411.49 Total: 21,478.38 14,680.13

4. ISO 9001:2008 Quality Standard

For maintaining overall growth of the Company commensurate with internationally acceptable quality standards and delivering its products & services with high quality meeting customer satisfaction, the Company makes continuous efforts for upgradation of standards. The prime objective being striving for continuous betterment in excellence, no complaints from customers on quality related issues, systematic approach and presence in international market, the Company got accredited with certifications on Environmental Management System i.e. ISO 14001 : 2015 and Occupational Health & Safety Management System i.e. OHSAS 18001 : 2007 as well as Quality Requirements for Fusion Welding of Metallic Materials i.e. EN ISO 3834-2 : 2005 apart from ISO 9001 : 2015 Quality Management System. Such accreditations were awarded by renowned organization INTERCERT. The certifications are valid till December, 2020 for all three units of the Company covering the scope of Manufacture and Supply of General & Stainless Steel Railway Wagons, Foundry Items, Cranes, Structural Steelworks & Execution of Structural Projects. The Company also got completed Surveillance Audits as per procedure in the year under review for continuity of these certifications. The Company is committed to derive the emerging opportunities in the market and securing enhanced reputation through delivery of quality products & services.

5. Diversification, Research and Development

The Company aimed at diversification during the year through utilization of its resources in the best manner. The Company is having engineering excellence and with such strength, the Company made efforts to diversify in the new areas of business. The Company could achieve success during the year under review in the following areas:

a) Reconditioning of the prestigious Bayer-Garret Steam Locomotive in SER’s Kharagpur Works Shop. Railway Board intended to make this old and rare Steam engine operative as a heritage. The Company took up the challenge and completed the job successfully. After several trial runs, the locomotive is now awaiting for ceremonial heritage run.

b) The Company was successful in securing order for manufacture & supply of Stainless Steel Benches from Railway Board against stiff competition and taking up its execution during the year under review. With the expertise and experience of stainless steel fabrication, the Company could tie up with a reputed Company and manufacturing activities started. This is a new area of business for the Company and the product has very good market potential.

c) The Company established the process of repairing of wagon at Railway sites by executing orders continuously at Mughalsarai site of repairing of wagons. The entry into such site job is a new venture for BCL which could be streamlined successfully. Such site activity resulted a good share of turnover in the Company.

d) Establishing a new manufacturing line of different sub-assemblies of wagons like Flap doors, Side body, End body etc for supply to different zonal Railways. Workshops of different zonal Railways require substantial quantity of these items regularly. Even though there are several competitors in this field, the Company has successfully taken entry and securing orders regularly. This new segment of business line will also add good turnover of the Company.

The Company has also taken up modernization of its Foundry for augmenting foundry productions. The Company has also gone ahead further in taking up the foundry of BSCL and expect finalization in the matter very soon from the government. The efforts in this regard will increase the production of bogies and couplers to take care of inhouse requirement as well as sale to different customers for increase of revenue generation. Moreover, the Company is also exploring opportunities for manufacture of Meter Gauge Bogies for export requirements. The development of Meter Gauge Bogie will open a new avenue in the history of the Company. Receipt of order for a good quantity of Meter Gauge Bogies for Myanmer Railways is highly prospective and the Company expects the same for execution in the coming years. Considering the past experience and capability of the Company in development and manufacture of new type of wagons for the first time, Railway Board declared the Company as a “ Prototype Hub”. This will emerge as a great opportunity to the Company in respect of priority during allocation of orders for bulk manufacturing after development of Prototype. Besides, the Company is in continuous effort for tapping the business of Retrofitment of Twin Pipe system in different types of wagons for different zonal Railways. This will also be a part of diversification of the Company in the area of new business.Summarizing all above, the Company is already in the path of diversification, research and development programme during the year under review and foresees to strengthen the same further in the coming years also.

6. Memorandum of Understanding (MoU)

Every year your Company enters into MoU with the Government of India, Ministry of Railways based on guidelines issued by the Department of Public Enterprises [DPE]. The MoU sets out various targets on operational, financial and efficiency parameters etc. Your Company’s performance vis-à-vis the targets set in the MOU is evaluated at the year end by DPE. Based on self evaluation of MoU 2018-19, Company is rated as “Very Good”. The final MoU score and rating is expected to be announced by DPE during December 2019.

7. Human Resource & Industrial Relations The total manpower strength in the Company was 241 as on 31.03.2019 after close of working hours as against 258 as on 31.03.2018. The number of women employees on rolls is 03 out of which 01 is executive and 02 are non-executives.

The year marked an upsurge in HR functions with formulation and modification in some important Policies viz: Vigil Mechanism, Conduct, Discipline & Appeal Rules, Recruitment Policy, and TA/DA for contractual employees etc. HR Audit was also undertaken in BCL to find out the thrust are as for improvement in HR Functions in BCL. To counter the constant depletion of manpower and to take care of increasing business volume in BCL, effective and optimized utilization of available talent, developing leadership, reorganization & job rotation was emphasized and outsourcing was also resorted to. Management also took efforts to fill up key posts as necessitated through Deputation of officers from Indian Railways.

The Company has been making all round efforts to develop its Human Resources realizing that human capital

play the vital role for the stability and growth of the Company. As such, the Training and Development as means to improve technical and managerial capabilities of the employees was focused.

The longstanding demand of Unions and major IR issue regarding Hospitalization facilities pending over 5 years was mitigated with Group Mediclaim Policy covering all categories of employees. Medical services at Clive & Victoria works improved through signing of MoU with Apollo Life for engagement of Doctors and full time avail-ability. Provision of Uniforms and Personal Protective Gears for all employees was ensured. Canteen facilities were also improved covering contractual employees. Such initiatives by the management bolstered employees’ confidence and motivation which reaped good dividends in enhanced production.

The RTI matters and Public Grievances received during the year under review were duly attended and replied. During the year under review, various programmes viz: Vigilance Awareness week, Cancer & Thalassemia Awareness Program, National Girl Child day, International Women’s Day etc were observed wherein the employees actively participated. Cleanliness drives were also taken up as part of “Swachh Bharat Mission” in various works time to time. Media engagements were done to improve Company’s image and through Press releases, News items on events, functions and corporate activities of BCL.

8. Industrial Relations Industrial Relations during the period under review remained generally peaceful and harmonious though not without criticisms and deputations by Unions at times. The operating Unions requested for bipartite negotiation and pursued for early settlement of upward revision of pay scale for unionized employees in respect of the Charter of Demand submitted. The wage revision for workers and sub-staff has been negotiated and finalized with Union representatives; however, formalities of implementation of revision of wage settlement is pending Board approval . In a nutshell, the operating Unions constantly co-operated to boost up production level and resolve the issues.

Management continued to support Welfare & recreation activities in the organization such as Annual Sports and other functions for maintaining harmony. Management took steps to imbibe team culture and boost up motivation of the employees with the motto “Save Braithwaite, Save Pride”.

9. Employment of Persons with Disabilities

There are no Persons with Disabilities employed in BCL at present. However, in view of the policy of 3% reservation in Government jobs, employment of Persons with Disabilities (PwDs) is contemplated in future recruitments.

10. Rajbhasha : Implementation

BCL Management is continuing its efforts for implementation of Rajbhasha / Official Language Policy of the Government of India in the Company. Initiative has been taken to educate the employees in Hindi with “आज- का शब्द” programme.

11. Internal Complaints Committee

Your Company has constituted Internal Complaints Committee at the HO of the Companyunder the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case under sexual harassment was reported during the year 2018-19.

12. Extracts of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in “Annexure -I” and is attached to this Report.

13. Number of Meetings of the Board

The Board met 8 (eight) times during the year under review i.e., 08th May, 2018, 05th August, 2018, 03rd September, 2018, 28th September, 2018, 14th December, 2018, 05th January, 2019, 14th February,2019 and 18th March,2019 during the Financial Year 2018-19, the details of which are given in the Corporate Governance Report attached as “Annexure-IV”. The intervening gap between any two Board meetings was within the period prescribed under the Companies Act, 2013.

14. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors to the knowledge and ability confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as on 31st March, 2019 and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts for the Financial Year ended 31st March, 2019 on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were generally operating effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Details in respect of frauds as reported by the Auditors under subsection(12) of Section 143, other than those which are reportable to the Central Government

During the year under review there were no instances of fraud by the Company or its officers or employees which would cause the financial statements to be materially mis stated.

16. Declaration By Independent Director

Provisions of Section 149(4) & 149 (6) of the Companies Act, 2013 are not applicable to the Company. However the Independent Directors are appointed in compliance with the DPE guidelines applicable to CPSE.

17. Remuneration Committee

Provisions of Section 178 of the Companies Act, 2013 are not applicable to the Company. However a Remuneration Committee is formed in compliance with the DPE guidelines applicable to CPSE.The composition of the Committee during the year under review is as under:

Name Position held

Dr. Dwarika Prasad Uniyal Independent Director, Chairman

Shri Govind Pandey upto 05.06.2019 Govt Nominee Director, Member

Shri Anirudh Kumar upto 04.04.2018 Govt Nominee Director, Member

However the present composition of the Remuneration Commmittee is as under :

Name Position held

Shri Manish Kumar w.e.f.09.08.2019 Govt Nominee Director, Member

Shri Vivek Mohan w.e.f.09.08.2019 Govt Nominee Director, Member

Smt Nirmala Devi Indukuri w.e.f.09.08.2019 Independent Director, Member

18. Details relating to Remuneration of Directors, Key Managerial Personnel and Employees

Your Company being a Government Company vide notification no. G.S.R. 463(E) dated 5th June, 2015 has been exempted from applicability of Section 134(3)(e) of the Companies Act, 2013.

19. Particulars of Loans, Guarantees or Investments

The Company has not given any Loan/provided any guarantee or security/ made any investments under Section 186 of the Companies Act, 2013 during the year under review.

20. Share Capital

During the year 500,000 Equity shares of Face Value of Rs. 1,000/- amounting to Rs. 5,000.00 Lacs (Previous year Rs. NIL Lacs) have been issued and allotted in the name of President of India. After such allotment the subscribed and paid up capital of the Company comes to Rs. 8,342.26 Lacs (Previous year Rs. 3,342.26 Lacs) against its Authorised Share Capital 9500.00 lacs.

21. Related Party Transactions

There were no related party transactions made by the Company with the promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

22. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There were no significant material changes and commitments between the ends of Financial Year to the date on which the financial statement has been made.

23. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given at Annexure-II forming part of this Report.

24. Risk Management Policy

Your Company has formulated a Risk Management Policy in the year 2014.

The risk management policy includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Identification of risk and corrective actions thereon are presented to the Board at regular intervals.

Risks and Concerns

Your Company has an active risk management strategy in place which identifies potential risks, create mitigation strategies, monitor the occurrence of risk and update the Board.

The risks that may affect your Company include, but are not limited to:• Economic conditions.• Inflationary pressures and other factors affecting demand for our products.• Competitive market conditions and new entrants to the market.• Technological obsolescence / Old & outdated machinery.• Labour shortages and attrition of key staff.• Exchange rate fluctuation and arbitrage risk.• Compliance & regulatory pressures including changes to tax laws.

25. Corporate Social Responsibility & Sustainability (CSR&S)

The Annual Report on CSR activities are given in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 in Annexure – III.

26. Board Evaluation and Criteria for evaluation

The Annual Performance Appraisal of Top Management Incumbents of Public Enterprises is done through the Administrative Ministry as per the DPE Guidelines in this regard. Your Company being a Central Public Sector Enterprise under the administrative jurisdiction of Ministry of Railways also has to follow the similar procedure.

27. Directors and Key Managerial Personnel

The Board for the year under review consisted of 6 Directors out of which 3 are Functional Directors, 2 are Government Nominee Directors and 1is Independent Director. Accordingly, composition of the Board is not in line with the CPSE Guidelines applicable on Corporate Governance for CPSEs. However, the Company took the

matter to the notice of Ministry of Railways and due steps were taken to bring the Company in conformity with the said guidelines.

The following changes have been taken place in the Board of Directors of your Company since 01.04.2018.

Appointments

Shri Yatish Kumar was appointed as Chairman & Managing Director w.e.f. 28.05.2018.Shri Pranjol Chandra was appointed as a Govt. Director w.e.f. 17.04.2018.Shri Salim G Purushothaman was appointed as a Director (Production) w.e.f. 31.10.2018.Shri Manish Kumar was appointed as a Govt. Director w.e.f. 31.12.2018.Shri Vivek Mohan was appointed as a Govt. Director w.e.f. 06.06.2019.Smt Nirmala Devi Indukuri was appointed as a Govt. Director w.e.f.11.07.2019.

Cessations

Shri Anirudh Kumar, Govt. Director was relieved from the services of the Company w.e.f. 04.04.2018.Shri Pranjol Chandra, Govt. Director was relieved from the services of the Company w.e.f. 31.07.2018.Shri Govind Pandey, Govt. Director was relieved from the services of the Company w.e.f. 06.06.2019.

28. Audit Committee

Your Company has a qualified and independent Audit Committee. As on 31st March, 2019 the Audit Committee consisted of four members out of which two members are Govt. Nominee Directors, one is Independent Director and one is Functional Director. All the members of the Audit Committee are financially literate. The composition of the committee is as under:

Names Position held

Sri Partha Protim Bose from 01.09.2017 to 27.05.2018 Functional Director, Member

Shri Yatish Kumar w.e.f.28.05.2018 Functional Director, Member

Shri Pranjol Chandra from 17.04.2018 to 31.07.2018 Govt Nominee Director, Member

Shri Manish Kumar w.e.f.31.12.2018 Govt Nominee Director, Member

Shri Vivek Mohan w.e.f.06.06.2019 Govt Nominee Director, Member

Smt Nirmala Devi Indukuri w.e.f. 11.07.2019 Independent Director, Member

The Company Secretary acted as the Secretary of the Committee till 4th February, 2019

All the recommendations of the Audit Committee are accepted by the Board of Directors.

The financial statements with management reviews are placed before the Committee for its recommendations to the Board. Terms of reference ofthe Audit Committee covers the area prescribed under the DPE guidelines applicable to CPSEs.

The Committee met 6 (six) times during the Financial Year 2018-19 on 8th May, 2018, 5th August, 2018, 3rd September, 2018, 28th September, 2018, 14th December, 2018 and18th March,2019.De

29. Deposits

Your Company has not accepted any deposits from the public covered under Chapter V of the Companies Act, 2013.

30. Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company.

31. Details of significant and material orders passed by the Regulators, Courts and Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

32. Vigilance Activities

Your Company believes in transparency, equity and fair play which should be the guiding principles of any ethical business organisation. Vigilance is about ensuring the practice of these cardinal principles of a successful organisation.

It is not a hindrance to successful conduct of business rather it is cornerstone of a successful enterprise.

The Company observe Vigilance Awareness Week every year as an outreach measure. In the year 2018-19, Braithwaite & Co. Limited had observed Vigilance Awareness Week - 2018 from 29.10.2018 to 03.11.2018 in its three respective Units i.e. Clive Works, Victoria Works and Angus Works and also in its Corporate Office on the

theme of “Eradicate Corruption-Build a New India” - “भ्रष्टाचटारमिटटाओ - नयटाभटारतबनटाओ”.

On this occasion, debate Competition was organized amongst Executives and Non Executives separately on

31st October, 2018 on the theme “Eradicate Corruption-Build a New India” - “भ्रष्टाचटारमिटटाओ - नयटाभटारतबनटाओ”. Employees from all Units participated. Speaking on the occasion, Shri Yatish Kumar, CMD emphasised that it should be the endeavour of all of us to start from our own home and community to eradicate corruption. To follow the philosophuy of Lord Buddha and Daily practice of Yoga would be beneficial in this regard.

BCL had also conducted online e-Pledge of the employees as much as it can during these days.

The Department also took necessary steps for compliance of instructions issued by CVC from time to time.

The consolidated position of details of cases taken up for investigation during 2018-19 in the table as under.

No. of pending complaints

beginning of the year

No. of complaints received during

the year

No. of complaints disposed off

during the year

No. of complaints

pending end of the year

No. of complaints received & disposed off during Apr’19 to

Jul’19

No. of pending complaints as on 31st Jul’19

2 2 4 Nil 1 Nil

CVC Complaint was received vide Railway Board letter No 2019/VC/BCL/1 dated 09.04.2019. Based on investigation report, the same was closed by Railway Board vide Letter No 2019/VC/BCL/1 dated 24.07.2019.Apart from the above:

1) CBI registered one case of shortage of steel at Angus Works. Regular Departmental Action (RDA) was advised and Article of Charge received on 05.02.2018 from CBI, which was served in August 2019.

2) Counselling of concerned officers and also implementation of system improvements have been advised by CVC, regarding complaint on irregularities in Tender, received through Administrative Ministry on 16.01.2018. Counselling of concerned officers was served and the said system improvement was implemented. Finally, the subject case was closed vide Railway Board Letter No 2016/VC/BCL/1 dated 04.6.2019.

33. Vigil Mechanism Policy:

The Company has in place a Vigil Mechanism Policy which provide adequate safeguards against victimization of employees / directors who avail of the mechanism and also provide for direct access for the Chairman of the Audit Committee in exceptional cases, which was framed on 5th August, 2018 in compliance with the provisions of the Companies Act, 2013.The policy has been posted at Company’s website at www.braithwaiteindia.com. No complain under the Policy was reported during the year 2018-19.

34. Adequacy of Internal Financial Controls

Your Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

As required under the Companies Act, 2013 your Company has an Internal Control System commensurate with the size, scale and complexity of the organisation. However, as advised by the Statutory Auditor, the Company is also continuously reviewing its IFC system to align the same with its growth pattern. Your Company confirms having the following in place:

• An Internal Audit System whose reports are reviewed by the Audit Committee; •Observations and recommendations of the Audit Committee are duly complied with;• Procedure and system for orderly and efficient conduct of the Company’s Business, including adherence to

the Company’s policies;

• Procedures to safeguard the Company’s assets;• Procedures to prevent and detect frauds and errors;• Procedures and systems including ERP for accuracy and completeness of the accounting records;

35. Report On Corporate Governance

Your Company has been consistently complying with the various Regulations and Guidelines of the Department of Public Enterprises (DPE). Pursuant to the said DPE Guidelines, a separate section titled ‘Corporate Governance Report’ is being furnished and marked as Annexure – IV. Further, the Practicing Company Secretary has examined compliance of conditions of Corporate Governance and issued a certificate, which is annexed to this Report and marked as Annexure - V.

36. Management Discussion and Analysis Report

A report on Management discussion and analysis of the performance of the Company is given as Annexure – VI.

37. Auditors

M/s S, N. Mukherji & Co. Chartered Accountants, was appointed as Statutory Auditors for the Financial Year 2018-19 by the Comptroller and Auditor General of India.

M/s. DGM & Associates, Cost Accountants were re-appointed as Cost Auditors for carrying out the Cost Audit of Railway Rolling Stock (Product & Services) for the year 2018-19.

The Auditor’s Report and Management Replies to qualifications / reservations made by Auditors are contained in Annexure – VII.

38. Comments of the Comptroller and Auditor General of India on the report of the Statutory Auditors on the accounts for 2018-19

The comments of Comptroller and Auditor General of India on the Accounts of the Company for the Financial Year 2018-19 are given in Annexure – VIII.

39. MSME

Like previous years, the Company continues to follow its policy of procurement of raw materials and components from RDSO registered vendors, with emphasis on procurement through vendors registered with MSE. BCL has procured approximately Rs. 155.65 crores i.e., 27.46% of total procurement against a target of 25% from MSME Vendors in the Financial Year 2018-19. BCL has also started to procure from MSEs owned by SC/ST in this financial year 2018-19 and has procured 0.14% against a sub-target of 4% out of 25% target of MSEs. BCL has also given a special drive to procure from MSEs owned by Women and could able to procure 0.29% against a sub-target of 3% our of 25% target of MSEs. Details of procurements are uploaded monthly on Company’s website as well as MSME SAMBANDH portal launched by Government of India.

40. Company’s Outlook

The Company during the year 2018-19, could built upon the foundation provided in 2017-18 and could achieve 142% growth in turnover alongwith 202% increase in Profit after Tax (PAT).

The Robust order book position, helped the Company to excel in Physical front and during 2018-19, the Company could execute 869 Nos. newly built wagons (a growth of 64%) alongwith an outturn of 4590 Nos. repair wagons (a growth of 400%) and 1371 Nos. bogies (a growth of 41%), of which 115 Nos. were sold to various customers and the rest were consumed captively.

Accordingly, during 2018-19, the Company could achieve a PAT of Rs. 7.86 Cr. as against a profilt of Rs. 2.60 Cr in 2017-18, maintaining a positive Net-worth of Rs. 63.68 Cr. However, BCL could attain a Turnover of Rs. 317.03 Cr. as compared to Rs. 130.89 Cr. in 2017-18.

Your directors, look forward to a brilliant future based on their incessant venture to enhance the future of the Company. Accordingly, future plans have been put in place, to eliminate over reliance on a single customer by exploring for Wagon Orders from Non Railway sector as before and the Company is in the process of dialogue with other PSUs/Private sector entities, to fulfill their requirements.

As a part of Company’s development and expansion of business activities to relieve from the sole dependence on Railway Board’s wagon order only for newly built wagons, substantial stresses were given in the Marketing activities for securing businesses in new areas. In such efforts, the Company has been successful in securing orders from M/s GATX India Pvt Ltd for manufacture & supply of 5 rakes of BOXNHL wagon and related BVCM Brake Vans as a major non-Railway order.

The Company also entered in new business of Re-conditioning of Steam Locomotives, Wagon Repairing for non-Railway customers, manufacturing of Stainless Steel Benches as well as supply of different sub-assemblies like Flap Doors, Side Body etc for different zonal Railways. The Company could receive orders in these areas during the year under review. Besides, the Company also strengthened its activities in the field of wagon repairing jobs in the site of zonal Railways. The market scenario also indicates substantial jobs in different zonal Railways towards Retrofitment of Twin Pipe Air Brake system, upgradation / rehabilitation of different types of wagons, supply of different sub-assemblies of wagons. The Company has made strategies for execution of such orders and are regularly participating in different tenders for securing good share of orders against such requirement. Many such tenders are highly prospective and the Company expects business very soon.

As regards business in the area of cranes/ crane spares, thrust has also been given for booking of orders for crane spares, upgradation / revamping / AMC of crane as well as for new cranes. Orders from VSP for crane spares and orders for revamping of cranes for NTPC, Farakka received during the year. The market requirement of such items being high and competitive, continuous efforts are being taken for booking of orders at a remunerative price.

The Company’s future became more bright pursuant to declaring the Company as “ Prototype Hub” by Railway Board which will facilitate award of several new types of wagons for prototype as well as priority on bulk manufacture in the near future. Thus, substantial development / business expansion as well as strengthening of business of core products of the Company are going on and also envisaged more improvement in the coming years which will not only increase the turnover manifold but also help the Company to be a leader in the engineering industry of the country. Hence, the future of the Company is much more bright and encouraging.

Your Directors are also in the process of planning for product diversification as above, and also in the field of Crane & Rail Crane manufacturing, with focus on Business from Railways and other core sectors.

Further your Directors are also gearing up to execute MOU with MOR for execution of POH Wagons by BCL at fully developed workshop to be provided by the MOR.

41. Acknowledgement

We take this opportunity to gratefully and heartily acknowledge the cooperation , guidance and support received from Ministry of Railways (MOR) , Department of Public Enterprises and othe authorities of India for their intense, untiring and continuing support and guidance.

The Company would like to give thanks to all the Directors who ceased to hold office during the year for their valuable contribution in the growth of the Company, the Company compliments them for their support , knowledge and input provided by them during their tenure of Directorship in this Company.

The Directors sincerely appreciate the co-operation received from the Comptroller & Auditor General of India, the Statutory Auditors, Internal Auditors, the Bankers as well as all the valued customers of the Company & other Stakeholders who contributed to the overall performance of the Company

In conclusion the Board of Directors wish to place on record their deep appreciation and gratitude for the hardwork , dedication received from all employees with whose help the Company is able to achieve the results.

42. Additional Information

The consolidated financial statements of the Company form a part of this Annual Report. Accordingly, this Annual Report of your Company and other related documents shall be made available for inspection during business hours at the Company’s Registered office at Kolkata, India.

“Annexure –I” to this Report gives the Extract of Annual Return to be filed by the Company under the Companies Act, 2013.

“Annexure - II” to this Report gives the information in respect of conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo, required under Section 134 (2)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forms a part of the Boards’ Report.

“Annexure -III” to this Report contains Annual Report on Corporate Social Responsibility.

“Annexure - IV” to this Report contains the Corporate Governance Report.

“Annexure – V” to this Report contains the Certificate of the Practising Company Secretary on the Corporate Governance Report.

“Annexure – VI” to this Report contains Management Discussion and Analysis on the performance of the Company.

“Annexure - VII” to this Report contains the qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

“Annexure - VIII” to this Report contains the comments of Comptroller and Auditor General of India on the Accounts of the Company.

On behalf of the Board of Directors Sd/-

(Yatish Kumar) Chairman & Managing Director

Dated: 3rd September, 2019 Place: New Delhi

ANNEXURE – I

EXTRACT OF ANNUAL RETURNAs on the Financial Year ended on 31st March, 2019

[Pursuant to section 92(3)of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:

i CIN U74210WB1976GOI030798

ii Registration Date 01.12.1976

iii Name of the Company Braithwaite & Co. Limited

iv Category/Sub-Category of the Company Company Limited by Shares/ Union Govt. Company

v Address of the Registered office and contact details 5, Hide Road, Kolkata 700043033-2439-7413/7415/4114/6613e-mail: cs@braithwaiteindia.com

vi Whether listed Company Not listed

vii Name, Address and Contact details of Registrar and Transfer Agent, if any

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the Company

1 Wagon 3020 54.49%

2 Heavy repair of bodies of wagon 3972 40.29%

II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and Address of the Company

CIN/GLN Holding/ Subsidiary/Associate

% of shares held

ApplicableSection

1 Nil N.A. N.A. N.A. N.A.

2 Nil N.A. N.A. N.A. N.A.

III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year%Change

duringthe yearDemat Physical Total

% of Total

SharesDemat Physical Total

% of Total

Shares

A. Promoter

1) Indian

a) Individual/ HUF

b) CentralGovt 334226 334226 100 834226 834226 100 149.60%

% of Total

Shares

c) State Govt(s)

d) Bodies Corp

e) Banks / FI

f) Any Other

Sub-total(A)(1):- 334226 334226 100 834226 834226 100 149.60%

2) Foreign

g) NRIs-Individuals

h) Other-Individuals

i) Bodies Corp.

j) Banks / FI

k) Any Other….

Sub-total(A)(2):- Nil Nil Nil Nil Nil Nil Nil Nil

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds

i) Others (specify)

Sub-total(B)(1) Nil Nil Nil Nil Nil Nil Nil Nil

2. Non Institutions

a) Bodies Corp.(i) Indian(ii) Overseas

b) Individuals(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

c) Others (Specify)

Sub-total(B)(2) Nil Nil Nil Nil Nil Nil Nil Nil

% of Total

Shares

Total Public Shareholding (B)= (B) (1) + (B) (2)

Nil Nil Nil Nil Nil Nil Nil Nil

C.Sharesheldby Custodianfor GDRs&ADRs

Nil Nil Nil Nil Nil Nil Nil Nil

GrandTotal(A+B+C)

334226 334226 100 834226 834226 100 149.60%

ii. Shareholding of Promoters

Sr. No

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year% change in share holding

during the year

No. of Shares

% of total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

1 President of India and its

nominee

334226 100 Nil 834226 100 Nil 149.60%

Total 334226 100 Nil 834226 100 Nil 149.60%

iii. Change in Promoters’ Shareholding(please specify, if there is no change)

Sr. No

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares% of total shares of the Company

1 At the beginning of the year 334226 100 334226 No change

2 Date wise Increase / Decrease in Promoters Share holding during the year specifying the

reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No change No change 500000 shares issued on 18.03.2019

(allotment)

3 At the End of the year 334226 100 834226 149.60%

iv. Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and holders of GDRs and ADRs):

Sr. No

For each of the top10 Shareholders

No.of shares

1 At the beginning of the year Nil Nil Nil Nil

2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer/ bonus/ sweat equity etc)

Nil Nil Nil Nil

3 At the end of the year Nil Nil Nil Nil

v. Shareholding of Directors and Key ManagerialPersonnel:

Sr. No

Shareholding of each Directors and each Key Managerial Personnel

No.of shares % of total shares of the

Company

No. of shares

1 At the beginning of the year Nil Nil Nil Nil

2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ (e.g. allotment / transfer/ bonus/ sweat equity etc)

Nil Nil Nil Nil

3 At the end of the year Nil Nil Nil Nil

IV. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment (Rs. in lakhs)

Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

2,609.04--

1039.0550.64

3,648.0950.64

Total(i+ii+iii) 2,609.04 1089.69 - 3,698.73

Change in Indebtedness during the financial year

- Addition - Reduction

-3,156.94

3,156.94

Net Change 3,156.94 - - 3,156.94

Indebtedness at theend of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

(547.90)--

1039.0550.64

491.1550.64

Total (i+ii+iii) (547.90) 1089.69 - 541.79

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in lakhs)

Sl. No.

Particulars of RemunerationName of MD / WTD / Manager

Total Amount

Yatish Kumar

P. P. Bose

Salim G. Purushothaman

1 Gross salary(a)Salary as per provisions contained in section 17(1) of the Income-tax Act,1961(b)Value of perquisites u/s17(2) of the Income-tax Act,1961(c)Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission- as % of profit- Others, specify

- - - -

Sl. No.

Particulars of RemunerationName of MD / WTD / Manager

Total Amount

Yatish Kumar

P. P. Bose

Salim G. Purushothaman

5 Others, please specify (Co’s Contribution to PF / Pension) 1.35 2.29 1.03 4.67

6 Total (A) 19.10 23.80 9.65 52.55

Ceiling as per the Act

B. Remuneration to other Directors:(Amt. in Rs)

Sl. No.

Particulars of Remuneration Name of other Directors / ManagerTotal

Amount

D.P. Uniyal

1 Independent Directors·Fee for attending board / committee meetings·Commission·Others, please specify

42,000 - - - 42,000

Total(1) 42,000 - - - 42,000

2 Other Non-Executive Directors·Fee for attending board / committee meetings·Commission·Others, please specify

Total(2) - - - - -

Total(B)=(1+2) 42,000 - - - 42,000

Total Managerial Remuneration 42,000 - - - 42,000

Overall Ceiling as per the Act - - - - -

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sl. No.

Particulars ofRemuneration

Key Managerial Personnel (Rs. in Lakhs)

CEO CompanySecretary

CFO Total

1 Gross salary(a)Salary as per provisions contained in section17(1) of the Income-tax Act,1961(b)Value of perquisites u/s17(2) Income-taxAct,1961(c)Profits in lieu of salary under section17(3)Income-taxAct,1961

2 Stock Option - -

3 Sweat Equity - -

4 Commission- as % of profit- others, specify.

5 Others, please specify (Co’s Contribution to PF/ Pension)

0.58 0.58

Total 5.38 5.38

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type Section of the

Companies Act

Brief description

Details of Penalty /Punishment /

Compounding fees imposed

Authority [RD/ NCLT / Court]

Appeal made. If any (give

details)

A. CompanyPenalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DirectorsPenalty - - - - -

C. Other Officers In DefaultPenalty - - - - -

ANNEXURE-II

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, REQUIRED UNDER SECTION 134 (2)(M) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES

(ACCOUNTS) RULES, 2014

(A) Conservation of energy: -

1) At Clive Works:

a. Energy conservation measures taken at the Clive Works:

i. Installation of Inverter Welding Machines in place of Transformer Welding M/c:

Benefits:

a. More energy saving in comparison to transformer type.b. Improvement of power factor to 0.9+c. Increase quality of welding.

ii. Refurbishing of all old capacitor bank to improve power factor – completed:

Benefits:

a. Energy saving.b. Improvement of power factorc. Replacement of Conventional florescent light with LED light is office- project, under execution.

iii. Replacement of conventional Florescent Light with LED Light in Office - completed.

Benefits:

a. Energy saving.

iv. Action taken towards

1. Conversion of OLD EOT Cranes from DC to AC - project is under execution.2. Installation of new LED High Bay and LED Flood Light with separate wiring for the workshop which

will be used during night shift – project under execution.

Benefits:

a. Save energy and improvement of power factor.

b. Proposal:

Ê Thorough rectification of pneumatic line along with valves, regulators etc to avoid air loss.Ê Installation of energy efficient ceiling fans at office building.

Benefits:

Ô Save energyÔ Improve power factor will reduce penalty and enable to get rebate against energy consumption.Ô Increase the utilisation factor of resources.

2) At Victoria Works:

a) Energy conservation measures taken at the Victoria Works:

i. Installation of Inverter Welding Machines in place of Transformer Welding M/c:

Benefits:

a. More energy saving in comparison to transformer type.b. Improvement of power factor to 0.9+.c. Increase quality of welding.

ii. Refurbishing of all old capacitor bank to improve power factor – completed.

Benefits:

a. Energy saving.b. Improvement of power factor

iii. Replacement of conventional Florescent Light with LED Light in Office - completed

Benefits:

a. Energy saving.

iv. Replacement of all old Window AC by Inverter type Energy efficient Split AC- under progress.

Benefits:

a. Energy saving.

v. Proposal:

1. Installation of LED High Bay and LED Flood Light at Working Bay.2. Thorough rectification of pneumatic line along with valves, regulators etc to avoid air loss.3. Installation of energy efficient ceiling fans at office building.

Benefits:

a. Save energyb. Increase the utilisation factor of resources.

3) At Angus Works:

1. Overhead LED Lamps have been installed and action has been taken to install LED lamps in whole AW during the next Financial Year.

2. Efforts have been taken for optimum utilisation of Compressor towards saving of electrical energy.

3. APFC Panel has been upgraded for PF correction in AW.

Proposal:

Ô Energy Audit to be done in AW. The follow up action for saving in power to be initiated. The main area of interest will be PF correction alongwith Harmonics in electrical circuit.

Ô To install Solar Plant at AW for office illumination & LT lines and excess electricity to be fed to CESC grid.

Ô Existing crane motors are no more efficient due to repairing time and again. Energy efficient Crane motors to be replaced in phases to reduce heat losses.

Benefits:

a. Save energyb. Increase the utilisation factor of resources.

(B) Research and Development (R & D):

a. At Clive Works:

i. Development of BOBYN Wagons with high speed bogie and higher carrying capacity.

b. At Victoria Works:

i. Development of newly designed EUR Wagons for Rail carrying for the first time.ii. Development of BVCM Wagons for Rail carrying.iii. Development of BTFC Wagons for fly ash and cement transportation.

(C) Technological Absorption, adaption and innovation:

At Clive Works & Victoria Works :-

Ô Increase the use of green energy and energy efficient equipments stage-wise with a view to reduce the carbon emission and operational cost.

Ô Installation of another CNC Plasma Cutting M/c at Clive Works

Benefits:

Ç Fast cutting speed with high efficiencyÇ Cutting accuracy higher than flame cutting with more accuracy.Ç Energy saving

At Angus Works:

Ç 204 Nos of Bogies manufactured and DMed in the month of March 2019, which is best ever monthly record. The previous best was 290 Nos. in 2014-15. Total 1371 Nos. of Bogies manufactured and DMed during 2018-19, which is best in last 3 years.

Ç The BOXN WAGON repairing jobs started as a new venture of business in year 2015-16. 103 Nos. of wagons repired in the month of February, 2019 which is a highest ever repaired number in the month. Previous best was 84 Nos in the month of December, 2018 which was also of this year only. 743 Nos. of wagons repaired during 2018-19 which was a record. The previous best was 498 Nos. in 2015-16.

(D) Foreign Exchange Earnings and Outgo: -

2018-19 2017-18

Rs lakhs Rs lakhs

Earned on Exports, etc : Nil Nil

Used on Imports, etc : Nil Nil

ANNEXURE – III

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITIES:

1. A brief outline of the Company’s CSR policy, including overview of the projects or programs undertaken and a reference to the web-link to the CSR policy and projects or programs:

Aims & Objectives (in brief):

Corporate Social Responsibility and Sustainability is BCL’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

CSR and Sustainability Policies and activities are aligned and integrated with BCL’s business goals, plans and strategies. The philosophy and spirit of corporate social responsibility and sustainability shall be embedded in the core values of the Company, be imbibed by the employees at all levels and it shall permeate into all the activities, processes, operations and transactions of the enterprise.

The CSR and Sustainability Policy addresses social, economic and environmental concerns and the selection of specific activities shall focus on the social, economic and environmental impact thereof. BCL will strive to contribute to inclusive growth and sustainable development by taking up development of backwards regions, empowerment of communities which have since long been socially marginalized, upliftment of under-privileged sections deprived of resources even for fulfilling their basic needs in health, nutrition, clothing, shelter, education etc.

Vision and Mission:

Corporate Social Responsibility and Sustainability is BCL’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical. BCL shall endeavour to conduct their business operations and activities in a socially responsible and sustainable manner at all times.

Scale of activities:

BCL will take up projects in accordance with Schedule VII of the Companies Act, 2013 and as would be approved by the BOD.

Location:

In general, CSR and Sustainability activities / projects will be preferentially undertaken for stakeholders who are generally located in the periphery of Company areas of BCL. However, BLC (Board Level Committee) of BCL may decide to locate CSR and Sustainability projects / activities anywhere in the country.

2. Composition of the CSR Committee:

Our CSR Committee (Board Level) comprises of

a) Chairman and Managing Director (Head of the Committee)b) Independent Directorc) Director (Finance)

3. Average net profit of the Company for last three financial years: Loss of Rs. 286.85 Lakhs.

4. Prescribed CSR expenditure (i.e. two percent of the amount as in 3 above): Loss of Rs. 5.74 Lakhs(Resultant deficit for brought forward CSR budget from 2017-18 was Rs. 61.09 Lakhs. During 2018-19, the prescribed CSR budget as per Sec 135 of the Companies Act, 2013 is worked out to be deficit of Rs. 5.74 Lakhs. Hence there is no eligibility for CSR activities).

5. Details of CSR spent during FY 2018-19:

Particulars Rs. Lakhs

Total amount to be spent for the financial year (5.74)

Amount spent Not Applicable

Amount unspent (carried forward for next financial year) Not Applicable

Manner in which the amount spent during the financial year Not Applicable

6. The manner of the amount spent Details of Amount spent on CSR activities during FY 2018-19:

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. No

CSRProject or

activity identified.

Sector in which the Project is

covered (clause no of Schedule

VII to Companies Act, 2013)

Projects or programs 1.Local area or other 2.Specify the State and district where

projects or programs was undertaken

Amount outlay

(budget) project or programs

Amount spent on the projects or

programs Sub-heads:

1.Direct expenditure

on projects or programs.

2.Overheads (Rs. Lakhs)

Cumulative expenditure upto to the

reporting period (Rs. Lakhs)

Amount spent: Direct or through

implementing agency

1 Not Applicable

7. Reasons for not spending the 2% of average net profit of last three financial years:

Section 135 of the Companies Act, 2013 and Rules made under it prescribe that every Company having a Net Worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 Crore or more or a Net Profit of Rs. 5 Crore or more during any Financial Year shall ensure that the Company spends, in every Financial Year, at least 2% of the average Net Profits made during the three immediately preceeding Financial Years, in pursuance of its Corporate Social Responsibility (CSR) Policy. The provisions pertaining to CSR as prescribed under the Companies Act, 2013 are not applicable to Braithwaite & Co. Limited for the Financial Year 2018-19, as non of the conditions as above, are fulfilled.

8. Responsibility statement of the CSR Committee:

The implementation and monitoring of BCL’s CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Sd/- (Yatish Kumar)

Chairman CSR CommitteeDate : 3rd September, 2019Place : New Delhi

ANNEXURE – IV

REPORT ON CORPORATE GOVERNANCE

Report in accordance with the “Guidelines on Corporate Governance for Central Public Sector Enterprises” issued by the Government of India, Department of Heavy Industry.

1. Company’s philosophy on Guidelines on Corporate Governance:

Transparency and accountability are the two basic elements of Corporate Governance. At BCL, we feel proud to belong to a Company whose visionary founders laid the foundation stone for good governance long back and made it an integral principle of the business. Responsible corporate conduct is integral to the way we do our business. At BCL we continuously strive to bring the best governance practices expected from us by the stakeholders. We keep our governance practices under continuous review and benchmark ourselves to best practices across the globe.

2. Board of Directors

Composition:

As per Articles 89 (1) of the Articles of Association, the power to appoint Directors vests upon the President of India. In terms of DPE guidelines the Board shall consist of 3 functional directors, 2 Non-executive Government directors and 1 Independent director.

As on date the Board consists of two Independent Directors.

The Composition of Board of Directors during the Financial year 2018-19 and the particulars as to the directorship of the Directors, who are currently on the Board, in other companies and their membership in various Board level Committees are as follows:

Sr. No. Directors

Meetings held during tenure of

respective Directors

No. of Board

Meeting attended

Attendance at last AGM

(42nd) held on 28.09.2018

No. of other Director

ship held on 31.03.2019

No. of Committee memberships in other

companies on 31.03.2019

As Chairman As Member

Functional Directors

Shri Yatish Kumar, Chairman & Managing Director (w.e.f.28.05.2018)

7 7 Yes Nil - -

2 Shri Partha Protim Bose, Director (Finance) 8 8 Yes Nil - -

Shri Salim G Purushothaman Director (Production) (w.e.f.31.10.2018)

4 2 - Nil - -

Part Time Official Director (Government Nominees)

1. Shri Govind Pandey Govt. Director - MoR 8 7 Yes 1 1

Shri Pranjol Chandra Govt. Director - MoR(w.e.f.17.04.2018 to 31.07.2018)

2 1 Yes 1 1

3Shri Manish Kumar Govt. Director - MoR (w.e.f. 31.12.2018)

3 3 - - - -

Independent Directors

1. Dr.Drawika Prasad Uniyal 8 8 Yes Nil Nil Nil

During the Financial Year 2018-19, 8(eight) meetings of the Board were held on 08th May, 2018, 05th August, 2018, 03rd September, 2018, 28th September, 2018,14th December, 2018, 05th January, 2019, 14th February, 2019 and 18th March, 2019 respectively.

3. Information with regard to appointment/ re-appointment of Directors is as follows:

Following directors have been appointed during / after closaure of the Financial Year:

Shri Yatish Kumar Chairman & Managing Director (w.e.f. 28th May, 2018)

Shri Yatish Kumar is a 1996 batch Indian Railway Service of Mechanical Engineers (IRSME), he is Chartered Engineer and a Fellow of Institute of Engineers (India) and Honorary Chairman of State Centre Institute of Engineers (Mechanical Branch). He has over two decades of experience of working with the Indian Railways in various capacities. He was honoured with National Award in 2006 for outstanding contribution in Eastern Railway and RDSO. He was previously holding the post of Director (I &L), RDSO, Kolkata.

Shri Pranjol ChandraGovt. Nominee Director (from 17th April, 2018 to 31st July, 2018)

Shri Pranjol Chandra is a Graduate in Mech. Engg. He has been appointed as Official Director of BCL w.e.f. 17th April, 2018. He is a Board and Committee member at Burn Standard & Co. Ltd.

Shri Salim G PurushothamanDirector (Production) (w.e.f. 31st October, 2018)

Shri Salim G Purushothaman is an M.TECH and BOE by qualification. He has been appointed as Functional Director of BCL w.e.f. 31st October,2018.

Shri Manish Kumar Govt. Nominee Director (w.e.f. 31st December,2018)

Shri Manish Kumar is an M. TECH by qualification. He is working as Director (ME – PI) at Railway Board. He has been appointed as Official Director of BCL w.e.f. 31st December, 2018. He is a Board and Committee member.

Shri Vivek Mohan Govt. Nominee Director (w.e.f. 6th June, 2019)

Shri Vivek Mohanis an B.E. PGDM by qualification. He is working as Director (ME – F) at Railway Board. He has been appointed as Official Director of BCL w.e.f. 6th June, 2019. He is a Board and Committee member.

Smt Nirmala Debi IndukuriIndependent Director (w.e.f. 11th July, 2019)

Smt Nirmala Debi Indukuri is an MA by qualification. She has active interest in social works, youth affairs and development. He has been appointed as Non Official Independent Director of BCL w.e.f. 11th July, 2019. She is a Board and Committee member.

4. Audit Committee

The terms of reference of the Audit Committee are in line with the Guidelines on Corporate Governance for Central Public Sector Enterprises, 2010. The terms of reference of the Committee are as follows and inter-alia includes:

1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2) Recommend the remuneration of the Statutory Auditor, appointed by the Comptroller and Auditor General of India, for approval of the shareholders at the General Meeting in terms of the provisions of Companies Act, 2013 and approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors within the meaning of Section 142(2) of the said Act.

3) Review with the management, the annual financial statements before submission to the Board, with particular reference to:

• Matters required to be included in the Directors’ Responsibility Statement. • Changes, if any, in accounting policies and practices and reasons for the same. • Major accounting entries involving estimates based on exercise of judgement by management.• Significant adjustments made in the financial statements arising out of audit findings.• Disclosure of any Related Party Transactions.• Qualifications in the draft Audit Report.

4) Review all Related Party Transactions.

5) Review the follow-up action taken on the audit observations by the Comptroller & Auditor General of India as also recommendations of the Committee.

6) Review with the management, the quarterly financial statements before submission to the Board for approval.

7) Reviewing with the management, the statement of uses /application of funds raised through an issue, the statement of funds utilized for purposes and related matters.

8) Reviewing and monitoring with the management, performance of Statutory and Internal Auditors including their independence, the adequacy of internal control systems and the effectiveness of audit process.

9) Reviewing the adequacy of internal audit function, if any, including the structure of the Internal Audit Department and discuss with Internal Auditors any significant findings, including any difficulties encountered during audit work and follow-up thereon.

10) Review the findings of any internal investigations by the Internal Auditors/Statutory Auditors / agencies into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

11) Discuss with Statutory Auditors before the audit commences, nature and scope of audit as well as to have post-audit discussion to ascertain any area of concern.

12) Discuss with the Auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.

13) Consider and review the following with the Independent Auditor and the management.

Ç The adequacy of internal controls including internal financial controls, computerized information system controls and security, and

Ç Related findings and recommendations of the Independent Auditors and internal auditors, together with the management responses.

14) Review the following:

• Management Discussion and Analysis of financial condition and results of operations. • Statement of significant Related Party Transactions submitted by the management.• Management letters/ letters of internal control weaknesses issued by the Statutory Auditors.• Internal audit reports relating to internal control weaknesses, and • The appointment, removal and terms of remuneration of the Internal Auditor, which shall be subject to review

by the Audit Committee.

15) Review Certification/ Declaration of financial statements by the Chief Executive/ Chief Financial Officer.

16) Provide an open avenue of communication between the Independent Auditor, Internal Auditor and the Board of Directors.

17) Review the Whistle Blower Mechanism and to protect Whistle Blowers.

5. Composition

During the year under review the Composition of the Committee was not as per requirement of the Audit Committee due to absence of One (1) Independent Director on the Board of the Company. As on 31st March, 2019, the Audit Committee consists of four members, One Functional Director, two Government nominee Directors and one Independent Director. Dr. Dwarika Prasad Uniyal, Independent Director heads the Committee as its Chairperson and it has the following members: Shri Anirudh Kumar, Government Nominee Director upto 05th April,2018, Shri

Govind Pandey, Government Nominee Director, Shri Pranjol Chandra, Government Nominee Director from 17th April, 2018 to 31st July, 2018, Shri Manish Kumar Government Nominee Director from 31st December, 2018 and Shri ParthaProtim Bose, Functional Director (from 1st September,2017 to 27th May,2018). All the members of the Audit Committee are financially literate and majority members possess accounting financial management expertise. The Company Secretary acts as the Secretary to this Committee.

Name of members, details of Audit Committee meetings held for the financial year 2018-19 and attendance of the members are as follows:

Name of the member8th

May, 2018

5th August,

3rd September,

28th September,

14th December,

18th March, 2019

Dr.Dwarika Prasad Uniyal Present Present Present Present Present Present

Shri Govind Pandey Present Present Present Present -- Present

Shri Pranjol Chandra(from 17.04.2018 to 31.07 2018)

Present -- -- -- -- --

Shri Manish Kumar(from 31.12.2018)

-- -- -- -- -- Present

Shri Yatish Kumar(from28.05.2018)

-- Present Present Present Present Present

Shri Partha Protim Bose PresentPresent

(as invitee)Present

(as invitee )Present

(as invitee )

Shri Salim G Purushothaman -- -- -- --Present

(as invitee )Present

(as invitee)

6. Remuneration Committee:

As required under the Corporate Governance Guidelines issued by DPE the Remuneration Committee shall comprise of at least 3 Directors, all of whom should be part-time Directors (i.e. Nominee Directors or Independent Directors). The committee should be headed by Independent Director. The Remuneration Committee was reconstituted on9th August 2019 as under:

Names Position held

Smt Nirmala Devi Indukuri Independent Director

Shri Manish Kumar Govt Nominee Director, Member

Shri Vivek Mohan Govt Nominee Director, Member

7. General Body Meetings:

The date, time, venue and special resolutions passed at the previous three AGMs and one EGM are as under:

FinancialYear

Type of Meeting

Date and Time Venue Special resolution(s)passed, if any

2015-16 AGM 26.09.2016 at12.30 PM

Registered & Head Office of the Company at

5, Hide Road, Kolkata–700043.

Issue of Equity shares of the Company on Preferential basis.

2016-17 AGM 25.09.2017 at03.30 PM

252 & 253, Malwa Singh Block Khelgaon

New Delhi-110049.

2017-18 AGM 28.09.2018 at03.30 PM

New Delhi-110049.

2018-19 EGM 18.03.2019 at11.00 AM

New Delhi-110049.

Issue of Equity shares of the Company on Preferential basis.

8. AGM of the current year, date, time & Venue

Date & Time 27th September, 2019 at 2.30 P.M.

Venue 252 & 253, Malwa Singh Block Khelgaon New Delhi-110049

Financial year 1st April, 2018 to 31st March, 2019

9. Disclosures

i) Materially significant related party transactions that may have potential conflict with the interests of the Company at large – There were no such transaction. However, the disclosure as required under AS 18 has been incorporated in Notes to the Accounts.

ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by any statutory authority, on any matter related to any guidelines issued by the Government, during the last three years – None.

iii) Whistle Blower policy / Vigil Mechanism Policy and affirmation that no personnel has been denied access to the Audit Committee – The Company is having a Vigil Mechanism Policy. No personnel has been denied access to the Audit Committee.

iv) Details of compliance with the requirements of these guidelines – The Company has generally complied with the requirements of the Guidelines. However, appointment of required number of Independent Directors on the Board of the Company has been taken care of during 2019-20 by the Ministry of Railways.

v) Details of Presidential Directives issued by the Central Government and their compliance during the year and also in the last three years – being complied with.

vi) Items of expenditure debited in the books of account, which are not for the purposes of business – There is no such item of expenditure.

vii) Expenses incurred which are personal in nature and incurred for the Board of Directors and Top Management – None.

viii) Details of administrative and office expenses as a percentage of total expenses vis-à-vis financial expenses and reasons for increase:

Finance Cost:

The Finance cost incurred during the year 2018-19 was Rs. 3.46 Cr. as against Rs. 5.18 Cr. during 207-18. Comparison of Finance cost reflects a decrease of Rs. 1.72 Cr. in Other Borrowing Costs was mainly due to lower Interest pay out on account of interest bearing Railway Advance on repayment of the principal amount in totality, through adjustment of receivables from Railway account, during April’18 itself. However, the Bank Charges for the year 2018-19 of Rs. 0.59 Cr. increased marginally in comparison to the Previous Year expense of Rs. 0.48 Cr, mainly due to Opening of fresh BG for the ECR Repair wagon contract during the year. The Interest expense was Rs. 2.56 Cr. during 2018-19 as against Rs. 2.64 Cr. during 2017-18 on account of utilization of facilities provided by our Bankers State Bank of India, which was also enhanced from Rs. 30.00 Cr. to Rs. 40.00 Cr. during the year. However Interest expense in totality could be reduced due to judicious use of the available limit till February’19 and thereafter on receipt of Rs.50.00 Crore on 08.02.2019, the utilization of cash credit limit till March, 31st 2019 was NIL.

Other Expenses:

The Power & Fuel expense during the year was Rs. 7.33 Cr. (Previous Year Rs. 6.84 Cr.). There has been an increase in Power & Fuel expenses of Rs. 0.49 Cr. ie of 7.16 % over 2017-18. There has been a marginal rise in the Power & Fuel expense compared to the rise in production activity where the Revenue from Operation has increased from Rs.130.58 Cr. in 2017-18 to Rs. 317.03 Cr. in 2018-19 ie a jump of 143%. Total Other Expenses in 2018-19 was Rs. 15.94 Cr. as against Rs. 11.03 Cr. in 2017-18. The same is 5.03% of Sales and in actual terms there has been an increase of Rs. 4.91 Cr than the Previous Year (44.51% higher in % terms year on year). However, the net impact on Provision / Write off account on the books, during the year in relation to 2017-18 has been Rs. 3.34 Cr. If the same is adjusted with the Total Other Expenses of Rs. 15.94 Cr, the net other expenses comes to Rs.13.22Cr. as against such comparable figure of 2017-18 of Rs. 11.65 Cr. Accordingly, the adjusted other expense is 4.17% of Sales and there is an increase of Rs. 1.57 Cr. in comparison to 2017-18 (13.48% higher in % terms year on year basis). The main contributing factors for the higher incidence of other expenses were rise of Rs. 0.30 Cr., due to revision of

Minimum Wages for Contract Labours (Security and other Non Manufacturing Labours) and other job contractors, Legal & Professional Charges increased by Rs. 0.51 Lacs due to employment of legal firms and other professionals on account of rising business activity, Bihar Cess and Pollution control expenses for previous years booked Rs.0.37Cr., while Repair & Maintenance expense rose by Rs. 0.13 Cr., HRD expense on account of settlement of old issues was Rs. 0.07 Cr. and rise in staff car expenses was Rs. 0.08 Cr. However, there was marginal reduction in Freight outward expense of Rs. 0.07 Cr.

10. Means of Communication

The shares issued by the Company are not listed on any stock exchange hence quarterly results are not published in newspaper. However Annual Report of the Company is posted on Company’s website.

11. Audit Qualifications

The Company will endeavor to move towards a regime of unqualified financial statements.

12. Training of Board Members

A Policy for training of Board members is in vogue in the Company and necessary training is being provided from time to time.

13. Code of Conduct

A“Code of Business Conduct and Ethics for Board Members and Senior Management” for better Corporate Governance and fair & transparent practices as per Guidelines issued by the Department of Public Enterprises has been formulated. A copy of the same has been circulated to all concerned and posted on the Company’s website. The Board members and senior management personnel to whom the said Code is applicable have affirmed compliance of the same for the year ended 31st March, 2019. A declaration to this effect signed by the Chairman & Managing Director of your Company is appended at the end of this report.

14. Whistle Blower Policy/ Vigil Mechanism Policy

A Whistle Blower Policy / Vigil Mechanism Policy with a view to establish a mechanism for the employees to report to the management about their concerns on unethical behavior, cases of suspected fraud or violation of Company’s general guidelines to conduct and ethics. The Whistle Blower mechanism, inter alia, contains a provision enabling any personnel to approach the Chairman of the Audit Committee in exceptional cases and no personnel has been denied access to the Audit Committee in the year under review.

For & on behalf of the Board of Directors,

Sd/-Dated: 3rd September, 2019 (Yatish Kumar)Place: New Delhi Chairman & Managing Director

CMD’S CERTIFICATION

I declare that the Model Code of Business Conduct and Ethics for all the employees of the Company issued by the Ministry of Heavy Industries & Public Enterprises, Government of India have been affirmed by all the employees of the Company for the year under review.

Sd/- (Yatish Kumar)

Chairman & Managing DirectorDated: 3rd September, 2019 Place: New Delhi

ANNEXURE - V

CERTIFICATE ON CORPORATE GOVERNANCE

PREMLATA SONI 55 Ezra Street, 2nd FloorFCS Room No.4, Kolkata 700001Practising Company Secretary Ph. 26402289/9830362868Insolvency Professional plsoni@sonieducare.org

To the Members ofBRAITHWAITE & CO LIMITED

I have examined the compliance of conditions of Corporate Governance by Braithwaite & Co.Limited for the year ended March 31st, 2019 as stipulated in Guidelines on Corporate Governance for Central Public Sector Enterprises 2010 issued by Government of India.

The compliance of condition of Corporate Governance is the responsibility of the management. My examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the certificate of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me and the representations made by the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned guidelines except the following:

During the year eight board meetings were held and gap between two board meetings did not exceed 3 months except for the first Board meeting in which case, the gap from last board meeting was more than three months, which was not in conformity with the conditions of Corporate Governance as stipulated in the said guidelines..

There was only one independent director in the Board. Hence the requirement of having a certain proportion of independent directors in the Board as per the above-mentioned Guidelines could not be complied with. This affected the proper composition of audit committee as well. Requirement of having two- third of the members of the committee as independent directors and requirement of the presence of at least two independent members in audit committee meetings could not be complied with. As explained to me the ministry is in the process of appointing one more independent director to make the things right.

Although the number of functional director as on 31.03.2019 and major part of year did not exceed 50% of the actual strength of the Board, yet for period from 31.10.2018 to 30.12.2018 more than 50% of the Board comprised of functional directors

As the number of part time directors was less than three for around five months during the year under review, Remuneration committee was not properly constituted and as explained to me there was no such matter which required to be referred to Remuneration committee.

Sd/- (PREMLATA SONI)Place : Kolkata. Practising Company Secretary Date: 1st August 2019 FCS 4385C.P. No. 5027

ANNEXURE – VI

MANAGEMENT DISCUSSION & ANALYSIS REPORT

We have pleasure in submitting the Management Discussion & Analysis Report on the Company’s Business. It is a great pleasure to announce the Turnaround of the Company during the current year. During the year, the Company has performed all-round achievements in most of the areas. Several steps have been taken to carry forward the growth momentum further and take the Company to new heights in the years to come.

Industry Structure & Development

Wagon industry in India faced shortage of orders during first few months of the year 2018-19 owing to delayed finalization of orders against tender invited by Railway Board. However, there had been a boost in the wagon industry after finalization & release of wagon orders for bulk quantities by Railway Board in the 3rd quarter of the year under review. Consequent upon finalization of wagon orders by Ministry of Railways, final price was also granted to the Company in respect of the order of 1500 Nos. wagons awarded on the Company with provisional price just before the beginning of the year 2018-19. The final prices, so awarded, were found to be workable which enabled the Company going ahead with the execution of these orders. Apart from regular wagon orders, Railway Board is exploring possibilities to award more wagon orders on the Company for different types of specialized wagons like EUR rakes etc. on the Company exclusively, being a PSU under Ministry of Railways. Besides, the market demand of wagons in the wagon leasing companies increased during the year. M/s GATX India Pvt. Ltd, one of the main buyer in the country and a reputed wagon leasing Company, required substantial wagons against which the Company got a good share by securing order for 5 rakes of BOXNHL wagons along with related BVCM typ Brake Vans. Is is expected that in view of increased freight traffic transportation plan of the Ministry of Railways, the demand in the market of wagons in India is likely to increase further and continue during next few years.

Ministry of Railways also took plans for conversion of the single pipe brake system to twin pipe brake system and also repairing / upgradation of different types of wagons for enhancing their wagon fleets. Substantial funds have been allocated in these areas. Zonal Railways are inviting tenders from time to time for such jobs. The Company planned to enter in such areas in a massive way. As the Company established its capability for execution in respect of wagon repairing jobs at site, the expertise developed in this regard prompted the Company to grab market opportunities in the above fields. With the increase of demand of repairing wagons and expecting to continue the same for a long period in future, the Company will be able to enhance the market share in the coming years also.

Workshops of different zonal Railways also planned to enhance their newly built wagon production as well as repair of wagons which emerged substantial demand for different sub- assemblies for this purpose. The Company has also taken steps to expand its business activities through supply of different sub-assemblies in view of its age long wagon manufacturing experience. The Company, being a part of Ministry of Railways, is receiving necessary helps from all concerned in the Ministry of Railways including Railway Board for development of the Company and taking it to a new height.

Moreover, Ministry of Railways has further taken plan for development of different stations. As a part of the same, substantial investment in Road Over Bridges / Foot Over Bridges as well as replacement of conventional chairs into Stainless Steel chairs have been planned. The Company has also planned to develop its resources and take up a good share of such work through its individual capacity and / or suitable consortium tie ups. The industry scenario and development of the Company with respect to the same remained satisfactory during the year under review.

Achievements

BCL has surpassed all of its physical and financial parameters in 2018-19. Details are highlighted below:

Particulars FY 2018-19 FY 2017-18 % increase

Newly Built Wagon 869 Nos 530 Nos 64%

Repair Wagon 4590 Nos 919 Nos 400%

Bogie 1371 Nos 970 Nos 41%

Revenue from Operations Rs 317.03 Cr. 130.89 Cr. 142%

Profit (PBT) Rs 9.41 Cr. Rs 2.60 Cr. 262%

Net Worth Rs 63.68 Crores Rs 5.81 Cr. 996% *

ÇÇ * An Equity of Rs. 50 Crores has been infused in the Company, thereby enhancing its Net Worth.

ÇÇ Company commenced Wagon production at site, with opening of the Mughalsarai site of East Central Railways, which is the first Wagon repairing job site in BCL.

ÇÇ During the 1st quarter of 2018-19, Company initiated its turnaround run, achieving highest production of repair wagons from Jun,18. The trend continues with an average production of around 600 repair wagons per month(average of 2017-18 is 77 Nos.), with better flow of raw materials.

ÇÇ The Company has received order for manufacture of 302 Nos BOXNHL & 5 Nos BVCM wagons from M/s GATX (Non-Railway Order).

ÇÇ Company received the following orders and successfully executed during 2018-19.

◊ Re-commissioning of the prestigious Bayer Garret Steam Locomotive, including its trial run from S. E. Railways, being the 1st time in the history of BCL.

◊ Repair of 15 Nos Flat Wagons for M/s Balmer Lawrie.

ÇÇ On successful execution of repairing of wagon jobs, BCL received another order from M/s Eastern Railways for repair of 2158 Nos wagons in October, 2018. Further execution of fresh order of 1300 Nos BOXN wagons started at Mughalsarai Site, upon the completion of 1500 BOXN Wagons

ÇÇ BCL entered into another new field of manufacturing of S.S. Benches. A rate contract order was received from Railway Board for manufacturing of 520.92 MT of S.S. Benches, valued at Rs. 21.92 Cr.(Approx).

ÇÇ BCL also entered into the field of manufacturing of sub-assemblies for zonal Railways, and received order from Jagdhari Workshop, Northern Railways for supply of 200 Nos. Doors for BOXNHL Wagons.

ÇÇ Company has executed the prestigious order for supply of Milk Tank Vans to National Dairy Development Board (NDDB).

ÇÇ Credit Rating of the Company has been upgraded from BB+ to BBB- in October, 2018. Credit Rating of the Company has been upgraded further from BBB- to BBB in July 2019.

ÇÇ In continuation with our initiatives towards reduction of cost of energy in the earlier months, average power factor of all the Units have improved resulting in lowering down of per unit energy rate.

Swot Analysis

Strengths:

Ô Pioneer of manufacturing of various newly designed wagons for Indian Railways. Developed new wagon for the 1st time in the Country for Indian Railways viz. BRN22.9 wagon, BTFLN wagon, BOXNS wagon including insulated tank wagons etc.

Ô BCL has been recognized as a Prototype Hub by Indian railways for all Wagons of new design.Ô Ability to manufacture special type of wagons like high pressure tank wagons, bottom discharge wagons, etc.Ô In-house manufacture of Bogies, Dish end & Couplers for wagon production.Ô Availability of second product line of structural fabrication.Ô Past reputation in the manufacturing of heavy duty Cranes for different application.Ô All units are ISO 9001:2015, ISO 14001:2015, OHSAS 18001:2007 and EN ISO 3834-2:2005 certified.Ô The plants are well connected with established system to Kolkata Port and Railway network.

Weakness:

Ô Non availability of some critical inputs on time viz wheelset .Ô Reduction in skilled manpower along with key managerial positions due to natural separation and not proper

replacement.Ô Working capital shortage.

Opportunities:

Ô Huge opportunities to produce more, as there is no dearth of Orders from Railways as BCL is Under Ministry of Railway (MoR) fold.

Ô Continuous flow of orders for repairing & rehabilitation of Railway Wagon.

Ô Utilization of landbank available at Angus Works for various purposes. Ô Based on the present policy of the Indian Railways to showcase its heritage recommissioning of Steam

Locomotive as a business segment is a viable option. In line with the same, BCL has already executed re-commissioning along with trial run of Steam Locomotive at South Eastern Railways, Kharagpur Workshop.

Ô New scope of periodic over hauling of Railway wagons on railway premises/ workshops is under MOU with Ministry of Railways.

Ô Expected orders from Bridge Girders directly from Railways including of conversion of Road over Bridge /Foot over Bridge from MS to SS.

Ô To capture the business of revamping/maintenance/manufacturing of cranes .

Threats:

Ô Margin pressure due to Low price of Wagons and increasing trends of input cost of wagon.Ô The over dependence of the Company on a single customer viz. Indian Railways and single product viz. rolling

stock. Compulsion to accept order at the lowest bid price against the railway tenders.Ô Increasing competition from other wagon manufacturers, particularly from private sector.Ô Sustainability of Land Lease Agreements.

Outlook

It is as mentioned in point number 40 of The Boards Report 2018-19.

Discussion on Financial parameters with respect to operations and performance

The Company earned a Net Profit of Rs. 7.86 Crore during 2018-19 as against Net Profit of Rs.2.60 Crore during the Year 2017-18. During the year, the Administrative Ministry has infused Equity of Rs. 50 Crore, to ease out the dearth of Working Capital to some extent. Accordingly, the Net worth of the Company as on 31st March, 2019 stands at Rs. 63.68 Crores as against Rs.5.81 Crore as on 31st March, 2018. The Company recorded a turnover of Rs. 317.03 Crore in 2018-19 as against Rs.130.89 Crore in 2017-18. The out-turn of Repair Wagons were 4590 Nos. in 2018-19 as against 919 Nos. in 2017-18. During the year 2018-19 the Production of Newly Built Wagons was 869 Nos. as against 530 Nos. produced during 2017-18, and also manufactured 1371 Nos. Bogies during 2018-19 as against 970 Nos. Bogies during 2017-18. Performance Highlights and State of Company’s Affairs are furnished in the Board’s Report.

Marketing-Order Book

The Company started the year 2018-19 with moderate order book of Rs. 599.77 Crores in hand as on 01.04.2018. The major orders received in the last two months of the previous year of worth Rs.112 Crores strengthened the order book for execution in the subject year 2018-19. It is to be mentioned that the order for manufacture of newly built 750 Nos. BOXNHL & 750 Nos. BOBRNHSM1 wagon for Railway Board and wagon repair orders for 2200 Nos. BOXN wagons of SER & 1000 Nos. BOXN wagons for ECR at Mughalsarai site was a great challenge to the Company for ensuring effective execution. Amongst the old orders i.e. for BOXNS, BOBRNHSM1, BOXNHL & BRN 22.9 were also continuing since manufacture of most of these wagons suffered setback in the previous year mainly because of non-availability of critical components like CRF sections, couplers & draft gears, 25T axle load bogies etc. However, change in execution strategy in all the above orders including repair wagon orders was effective and improved production performance in the year greatly. Moreover, favourable finalisation of rates against the provisional rates received for above 750 Nos. BOXNHL & 750 Nos. BOBRNHSM1 wagons enabled the Company to start execution of these orders in the year. Though there were no free supply items in these orders, the Company took up the challenge and organised procurement of steel & wheelsets which are high value items.

The Company made significant achievements in receiving orders from various sectors in the year under review which not only helped towards expansion of existing business but also helped in diversification through entry in new area of business. The following major orders could be received during the year:

ÇÇ Re-commissioning including heritage run of Garrat-Bayer Steam Locomotive at Kharagpur Workshop, SE Railway valued at Rs. 2.26 Crore.

ÇÇ Manufacture & Supply of 64 Nos. BOXNHL & 65 Nos. BOBRNHSM1 wagons for Railway Board valued at Rs. 34.36 Crore.

ÇÇ Repair & Rehabilitation of 15 Nos. Flat Wagons from M/s. Balmer Lawrie Co.Ltd. valued at Rs. 3.76 Crore.

ÇÇ Rate Contract for Repair of 1853 Nos BOXN &305 Nos. BOBRN wagons from Eastern Railway valued at Rs. 54.41Crore.

ÇÇ Repeat order for repair of 500 Nos. BOXN wagons and fresh order for repair of 1300 Nos. BOXN wagons for ECR for execution at Mughalsarai site having total order value of Rs.46.26 Crore.

ÇÇ Manufacture, Supply & Installation of 520.920 MT Stainless Steel Benches to different stations in Southern Region for Railway Board valued at Rs.21.92 Crore.

ÇÇ Manufacture & Supply of 5 Rakes of BOXNHL including BVCM Brake Vans for M/s. GATX India Pvt Ltd. having total order value of Rs. 100.38 Crore.

Besides above orders, the Company took initiatives for entering into the business of different sub-assemblies of wagons as well as taking up site related jobs like Retrofitment of Twin Pipe Air Brake System in wagons, repair / upgradation of wagons for different zonal Railways / Railway Workshops. The Company has also been successful in securing orders for manufacture of Flap Doors of BOXNHL wagons. Some of the Twin Pipe Retrofitment tenders are highly prospective. All the above orders will provide adequate workload in the next year.

After achieving comfortable order book position and putting all round thrusts for timely execution of the orders, the Company could increase productions manyfold and exceeded last few year’s records. Total repairing wagon production in 2018-19 remained at 4590 Nos. The Company could also complete orders for 250 nos BRN 22.9 wagons, 26 nos Milk Tank Vans for NDDB (through RITES), 15 Nos. Flat wagons for Balmer Lawrie, (1000+500 ) Nos. & 1300 Nos. BOXN Repair wagons in the year under review. The prestigious order of Steam Locomotive reconditioning job has also been completed in this year.

The Company also again entered in the business of Crane Spares and Revamping / Repair of Cranes. The Company received orders for Gear Boxes from VSP and Crane revamping order from NTPC, Farakka. The Company is regularly participating in various such tenders as well as for new Cranes for different customers. The Company expects to bag some more prestigious Orders of Crane related jobs in the coming year.

With the receipt of new orders of worth Rs. 339.21 Crore in totality in 2018-19, the Company ended the year leaving Rs. 652.92 Crore in hand as on 01.04.2019 for execution in the next year. Considering all above, the marketing scenario and Order Book position of the remained satisfactory during the year under review.

As on 31st July’2019 Order Book stands to Rs.1120.00 crores.

Internal Control Systems and their adequacy

The Company has an internal control systems designed to provide high degree of assurance regarding optimization and safeguarding of resources, quality and reliability of financial and operational information, compliance with applicable statutes and corporate policies. It is the Company’s endeavour to align all its processes and controls with global best practices and exercised within the frame work of checks and balances, keeping regards to the growth pattern of the Company. The internal audit process is designed to review the adequacy of internal control checks in the system and covers all significant areas of the Company’s operations. The Internal Audit function of the Company has been assigned to M/s. AJS & Associates, Cost Accountants for all the Units of the Company.

The Internal Auditor performs risk based audits, based on an internal audit plan. The reports of the Internal Auditors are placed before the Audit Committee and the Board in the respective meetings during the year. The Committee reviews the Internal Control System and recommendations of the Committee are considered by the Board and implemented.

Our team is committed to the Board’s directives on standards of conduct as well as good governance and exercise of due diligence. All care is being taken to comply with applicable laws and regulations.

Human Resources & Industrial Relations

The details on Human resources, Industrial relations including details of the people employed during the year are furnished in the Board’s Report.

Risks & Concerns

Relevant information in this regard is disclosed in the Board’s Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Relevant information in this regard is disclosed in the Board’s Report.

Corporate Social Responsibility and Sustainability (CSR):

The details of CSR activities undertaken by the Company during the year are furnished in the Board’s Report.

Cautionary Statement

The Management Discussion and Analysis Report related to the Company’s objectives, projections, outlook, expectations, estimates and others constitutes some forward looking statements within the scope of applicable laws, rules and regulations. Actual results may differ from such expectations, projections and so on whether expressed or implied. Several factors could make significant difference to the Company’s operations. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities and so on over which the Company does not have any direct control.

For & on behalf of the Board of Directors,

Sd/-Dated: 3rd September, 2019 (Yatish Kumar)Place: New Delhi Chairman & Managing Director

ANNEXURE –VII

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF BRAITHWAITE & CO LIMITED

1. Opinion

We have audited the acCompanying financial statements of BRAITHWAITE & COMPANY LIMITED (“the Company”) which comprises the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss and statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the afore said financial statements 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, of the state of affairs of the Company as at March 31, 2019, and its profit and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Key Audit Matter

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matter described below to the key audit matter to be communicated in our report.

Key Audit Matter How our audit addressed the key audit matter

Disclosure of Contingent Liability on account of disputed KOPT Lease Rent

Refer Note 24B (11) of the acCompanying financial statements.

The Company has taken land on lease from Kolkata Port Trust (KOPT).The said lease agreements have expired and pending for renewal. The Company is paying lease rent as per earlier agreements. However, KOPT has enhanced the lease rents which are being contested by the Company. The total of said enhanced demand including interest and penal interest amounts to Rs. 14542.23 lacs as on 31st March 2019.

Since the matter is under dispute the management of the Company has disclosed the same as a contingent liability in the financial statement.Due to the range of possible outcomes and considerable uncertainty around the issue, the same is considered to be a key audit matter in the current year.

Our audit procedures in relation to the disclosure of contingent liability relating to disputed lease rent included but were not limited to the following :-

• Obtained an understanding of the nature of dispute pending with KOPT and discussed the key development during the year.

• Evaluated the assessment of the management of the Ministry of Heavy Industries and Public Enterprises, Govt. of India letter dated 06.08.2010 assuring support to Ministry of Railways to liquidate the contingent liabilities of the Company relating to KOPT as and when they are finalised and become due for payment.

• Evaluated the disclosure made in this regard and to consider the aforesaid assurance as a Sovereign Guarantee which according to us, is a matter of legal interpretation and requires appropriate review by the Company.

Key Audit Matter How our audit addressed the key audit matter

CIP valuation at Angus Works of Rs. 618.40 lacs

The above amount has been disclosed as Contract -in-Progress at the Angus Works in respect of various outstanding contract not executed over a long period of time.

Full provision has been made by the Company in the books of account in respect of the above.

CIP valuation at Victoria Works of Rs. 612.87 lacsThe above amount has been disclosed as Contract -in-Progress at the Victoria Works in respect of an order for 34 Brake Vans for use by Tanzania Railways Limited. The order was procured through M/s Lucky Exports, Delhi and was scheduled to be executed by May 201417 Brake Vans were despatched by December 2014 and the balance quantity could not be shipped due to commercial reasons and is held in stock in 2014-15.In respect of shipment already made Rs. 73.15 lacs is due from M/s Lucky Exports since 2014-15. For the remaining shipment of 17 Brake Vans not yet executed, the Company is holding an advance of Rs. 34.08 lacs from M/s Lucky Exports.

• Carried out physical verification of the stated inventories at Angus Works which proved to be difficult since the same is lying for a long period of time in a scattered condition.

• Full provision for possible loss has been made in the accounts in earlier year(s) which is being continued in the current year.

• Perused various correspondences between the Company, the appropriate authority of the concerned Ministry and M/s Lucky Exports exploring the possibilities of shipment of balance 17 Brake Vans.

• Physically verified the completed wagons lying at Victoria and Angus Works.

• Obtained certificate of joint inspection of 17 Brake Vans conducted by the representatives of Tanzania Railways Limited, M/s Lucky Exports and the Company confirming that the parameters have been found to be in permissible limits and satisfactory subject to certain rectification to be carried out.

The Management of the Company is of the opinion that the realisable value of the Brake Vans, when exported, will be , more or less, the same at which it is reflected in the Books.

4. Responsibilityof Management for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

5. Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Ç Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Ç Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Ç Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Ç Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Ç Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

6. Basis for Qualified Opinion

i) Sundry Debtors have not been bifurcated showing the dues outstanding for more/less than six months as required under Schedule III of the Companies Act, 2013.

ii) Cost of building constructed on Freehold/Leasehold land is not segregated in the accounts and accordingly depreciation on the same is provided on the total amount without reckoning the value of the land and the duration of the lease period.

7. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in Paragraph 6(Basis for Qualified Opinion) the aforesaid financial statements 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 2019;(B) in the case of the Statement of Profit and Loss of the profit for the year ended on that date;

(C) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date;

8. Emphasis of Matter

We draw attention to the following matters :-

i) The Company has two non-functional units viz Project and Special Project and the book balances show a combined net liability of Rs. 195.25 lacs for which relevant records are not available for verification.

ii) Balances of loans and advances, trade receivables, trade payables, other advances and payables etc are subject to confirmation by the respective parties. Financial impact, if any, on account of the above is not quantifiable.

iii) Net due of Rs. 39.07 lacs from M/s Lucky Exports on account of export of Brake Van to Tanzania Railways Limited is unsecured and outstanding for a long period of time pending review The financial impact, if any, on account of the above is not quantifiable.

iv) Favourable Bank Balance of Rs.547.90 lacs in the Cash Credit Account maintained with State Bank of India has been shown as a negative balance under Current Liabilities – Short Term Borrowings in Schedule-6 instead of Bank Balance in Schedule-14.

9. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013, we give in the Annexure- I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

Further to our comments in Annexure- I, as required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The financial statements dealt with by this report are in agreement with the books of account.

d. The Company does not have any branch, as such provisions of Section 143(8) of the Act is not applicable to the Company.

e. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f. On the basis of the written representations received from the directors as on 31st March, 2019 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure II”.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 22 a (i) to the financial statements.

2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March, 2019.

3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2019.

For S.N.Mukherji & Co. Chartered Accountants Firm Reg No: 301079E

Sudip K Mukherji Partner Membership No 013321

Place: KolkataDate: 09.08.2019

Annexure -I

Annexure I to the Independent Auditors’ Report

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ of our Report of even date to the members of BRAITHWAITE & CO. LIMITED on the accounts of the Company for the year ended 31st March, 2019]

1) (a) The Company has maintained proper records showing full particulars, including item wise quantitative details of fixed assets but in some cases the location of the assets as per records are not matching with the actual location ;

(b) The Company has appointed a firm of Chartered Accountants for the physical verification of fixed assets of the Company for the year ended 31st March 2019 and no material discrepancy has been reported by them.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company. Further as per records made available to us, original title deed of the immovable properties are lying with State Bank of India for the mortgage against credit facilities taken by the Company.

2) According to the information and explanations given to us, physical verification of inventories has been conducted by a firm of Chartered Accountants at the year end and no material discrepancies have been reported by them.

3) During the year the Company has not granted any loan, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in the Register maintained under section 189 of the Companies Act 2013.

4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of investments. Further, in our opinion, the Company has not entered into any transaction covered under section 185 of the Companies Act, 2013 in respect of loans, guarantees and security.

5) The Company has not accepted any deposit within the meaning of Sections 73 to 76 of the Companies Act 2013 and the Companies Rules,2014 (as Amended).

6)The Central Government (MCA) has prescribed set of Rules for the maintenance of the Cost records under section 148(1) of the Companies Act, 2013, for its manufacturing activities applicable to the Company. Cost Auditor has been appointed for the year under audit. The Company maintained cost records but we have not examined in details the cost records maintained by the Company.

7) In respect of Statutory Dues :-

(a) According to the books and records as examined by us, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payables in respect of provident fund, employees state insurance, custom duty, cess and other statutory dues were in arrears, as at 31st March, 2019 for a period of more than six months from the date they became payable, except the following cases, which has not been deposited as on 31st March, 2019:

Sl No. Name of the Statute Nature of Dues Amount (Rs. In Lacs)

1 Central Excise Duty Excise Duty 119.47

2 Sales Tax Sales Tax 20.06

(c) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:-

Sl No. Nature of Statute Nature of Dues Amount (Rs. In Lacs) Forum at which the case is pending

1 Sales Tax VAT 694.24 In Appellate Authority

CST 0.01 In Appellate Authority

2 Central Excise Duty Central Excise Duty 121.31 In CESTAT

Central Excise Duty 5.86

3 Service Tax Service Tax 143.21 In CESTAT

4 Central Excise Central Excise 297.99 In Supreme Court

5 ESI ESI Dues 66.18 ESI Court

6 Sales Tax Entry Tax 207.21 Appellate Forum

(8) As per records, the Company has not defaulted in repayment of dues to financial institutions and banks as at 31st March, 2019.

(9) Based upon the audit procedures performed and the information and explanations given by the management, the Company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. This clause is not applicable to the Company.

(10) According to the information and explanations given by the management, we have neither come across any instance of Fraud by the Company or any fraud on the Company or by its officers or employees has been noticed or reported during the year nor we have been informed of any such case by the management, that causes the financial statements to be materially misstated.

(11) The Company is a Government Company, provision of section 197 of the Companies Act, 2013 is not applicable on Government Company, hence the clause is not applicable to the Company.

(12) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause3(xii) of the Order are not applicable.

(13) According to the information and explanations given by the management, all transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the financial statement (Refer Note No 8) as required by applicable accounting standards.

(14) According to the information and explanations given to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(15) Based upon the audit procedures performed and the information and explanations given to us, the Company has not entered into any non-cash transactions with Directors or persons connected with them. Accordingly, the provisions of clause3(xv) of the Order are not applicable.

(16) The requirement of registration under section 45-IA of the Reserve Bank of India Act, 1934 is not applicable to the Company.

For S.N.Mukherji & Co.Chartered AccountantsFirm Reg No: 301079E

Sudip K. Mukherji Partner Membership No.013321

Place: Kolkata Date: 09.08.2019

Annexure II

ANNEXURE “II” to the Independent Auditor’s Report of the even date on the Financial Statements of BRAITHWAITE & CO. LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act”)

We have audited the internal financial controls over financial reporting BRAITHWAITE & CO. LIMITED (“the Company”) as of 31 March, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act 2013 (“the Act”).

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial control system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company’s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial controls over financial reporting includes those policies and procedures that:-

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, an internal financial control system over financial reporting but in view of our various observations in the Independent Auditors Report under the head Basis for Qualified Opinion (Para 6) and Emphasis of Matter (Para 8) and we are of the opinion that such system should be reviewed and re-organised to make it commensurate with the growing operational and the financial requirements, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For S.N.Mukherji & Co.Chartered AccountantsFirm Reg No: 301079E

Sd/-Sudip K. Mukherji

Partner Membership No.013321

Place: Kolkata Date: 09.08.2019

Annexure III

Directions under Section 143(5) of the Companies Act, 2013Applicable from the year 2018-19 and onwards

SL. No.

Directions Remarks

I Whether the Company has system in place to process all the accounting transactions through IT system? If yes, the implication of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.

Company has an IT system for recording all accounting transactions.

II Whether there is any restructuring of an existing loan or cases of waiver / write off debts / loans / interest etc. made by a lender to the company due to the company’s inability to repay the loan ? If yes, the financial impact may be stated.

III Whether funds received / receivable for specific schemes from central / state agencies were properly accounted for / utilized as per its term and conditions ? List the cases of deviation.

For S. N. Mukherji & Co.Chartered Accountants

(Firm Reg. No. : 301079E)

Sd/-Sudip K Mukherji

Partner (Membership No 013321)

Place : Kolkata Date : 09.08.2019

MANAGEMENT REPLIES TO STATUTORY AUDITOR’S QUALIFICATIONS

Qualification of Statutory Auditors

Sl Qualification of Statutory Auditors Management Reply

1 Ageing of Sundry Debtors bifurcating dues outstanding for more/less than six months have not been disclosed in the financial statements as required under Schedule III of the Companies Act 2013.

The matter has been adequately disclosed by the company, in its Notes on accounts Para 23.B.4 (b) i).

2 Cost of building constructed on Freehold/Leasehold land is not segregated in the accounts and accordingly depreciation on the same is provided on the total amount without reckoning the value of the land and the duration of the lease period.

The Company has provided depreciation on building in totality basis without segregating building on freehold land & building on leasehold land.

The immovable assets on leasehold land are still in use and the company is charging normal depreciation. This system of providing depreciation on building is being followed since inception.

However, it may also be reiterated that the renewal procedure for extension of lease period of the expired land is in process in line with our submission in Notes on accounts Para 23.B.11.

ANNEXURE - VIII

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE

FINANCIAL STATEMENTS OF BRAITHWAITE AND COMPANY LIMITED, FOR THE YEAR ENDED 31 MARCH 2019.

The preparation of financial statements of Braithwaite & Co. Limited for the year ended 31 March 2019 in accordance with finanacial reporting framework prescribed under the Companies Act, 2013 is the responsibility of the management of the Company. The statutory auditor/auditors appointed by Comptroller and Auditor General of India under section 139 (5) or 139(7) of the Act is /are responsible for expressing opinion on the financial statements under section 143 of the Act based on independent audit in accordance with the standards on auditing prescribed under section 143(10) of the Act.This is stated to have been done by them vide their Audit Report dated 9 August 2019.

I, on behalf of the Comptroller And Auditor General of India, have decided not to conduct the supplementary audit of the financial statements of Braithwaite & Co. Limited for the year ended 31 March 2019 under section 143(6)(a) of the Act.

For and on behalf of the Comptroller & Auditor General of India

Sd/- Bhawani Shankar Principal Director of Audit

RPU & Metro Railway , Kolkata

Place : KolkataDate: 27 August 2019

VISIT OF SHRI VINOD KUMAR YADAV CHAIRMAN, RAILWAY BOARD

VISIT OF SHRI RAJESH AGARWAL MEMBER ROLLING STOCK, RAILWAY BOARD

Balance Sheet as at 31st March, 2019(Rs. in Lacs)

Particulars Note No. As at 31-03-2019 As at 31-03-2018

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 1 8,342.26 3,342.26

(b) Reserves and surplus 2 (1,974.71) (2,760.76)

2 Non-current liabilities

(a) Long-term borrowings 3 1,039.05 1,039.05

(b) Other Long term liabilities 4 1,965.74 1,714.51

(c) Long-term provisions 5 1,686.93 2,011.46

3 Current liabilities

(a) Short-term borrowings 6 (547.90) 2,609.04

(b) Trade payables 6A 8,517.51 4,417.15

(c) Other current liabilities 7 2,208.06 2,150.75

(d) Short-term provisions 8 241.44 156.67

TOTAL 21,478.38 14,680.13

B ASSETS

1 Non-current assets

(a) Property,Plant and Equipments 9

(i) Tangible assets 1,965.47 2,057.32

(ii) Capital work-in-progress 174.97 177.06

(b) Non-current investmentsF 10 0.48 0.48

(c) Deferred tax assets (net) 23B (7) 23.14 23.14

(d) Long-term loans and advances 11 10.02 10.02

(e) Other non-current assets - -

2 Current assets

(a) Current investments - -

(b) Inventories 12 3,538.95 2,612.03

(c) Trade receivables 13 10,340.39 7,208.79

(d) Cash and Bank 14 3,429.48 348.17

(e) Short-term loans and advances 15 1,538.97 1,717.96

(f) Other current assets 15A 456.51 525.16

TOTAL 21,478.38 14,680.13

Significant Accounting Policies & Notes on Accounts 23

Signed in terms of report of even date On behalf of the Board of Directors: Sd/- Sd/-For S. N. Mukherji & Co. (Yatish Kumar) (P. P. Bose)Chartered Accountants Chairman & Managing Director Director (Finance)Firm Registration No.301079E Sd/- Sd/-Sudip K. Mukherji (Salim G. Purshothaman) Partner Director (Production) Membership No. : 013321 Dated : 09th August,2019 Place: Kolkata

Statement of Profit & Loss for the year ended 31st March, 2019( Rs.in Lacs)

ParticularsNote No.

For the year ended 31 March 2019

I Revenue From Operations (Gross) 16A 31,702.61 13,088.72

Less : Excise Duty - 30.74

Revenue From Operations (Net) 31,702.61 13,057.98

II Other income 16B 220.14 334.26

III Total Revenue 31,922.75 13,392.24

IV Expenses:

(a) Cost of materials consumed 17A 25,706.46 8,800.95

(b) Changes in inventories of work-in-progress 17B 134.31 (8.87)

(c) Employee benefits expense 17C 2,036.24 1,759.93

(d) Finance costs 18 346.27 518.09

(e) Depreciation and amortization expense 9 176.58 166.46

(f) Other expenses 19 2,326.54 1,787.64

Total expenses 30,726.40 13,024.20

VProfit / (Loss) before exceptional and extraordinary items and tax (III-IV)

1,196.35 368.04

VI Exceptional items:

(a)Prior Period Adjustment 19A 255.65 107.87

VII Profit / (Loss) before extraordinary items and tax (V - VI) 940.70 260.17

VIII Extraordinary Items - -

IX Profit / (Loss) before tax (VII- VIII) 940.70 260.17

X Tax expense:

(1) Current tax 154.65 -

(2) Deferred tax 23B (7) - -

XI Profit / (Loss) for the period from continuing operations (IX-X) 786.05 260.17

XII Profit/(Loss) from discontinuing operations - -

XIII Tax expense of discontinuing operations - -

XIV Profit/(Loss) from Discontinuing operations (after tax) (XII-XIII) - -

XV Profit / (Loss) for the period (XI + XIV) 786.05 260.17

XVI Earnings per equity share:

(1) Basic (In Rs.) 94.23 77.84

(2) Diluted (In Rs.) 94.23 77.84

Significant Accounting Policies & Notes on Accounts 23

Signed in terms of report of even date On behalf of the Board of Directors: Sd/- Sd/-For S. N. Mukherji & Co. (Yatish Kumar) (P. P. Bose)Chartered Accountants Chairman & Managing Director Director (Finance)Firm Registration No.301079E Sd/- Sd/- Sudip K. Mukherji (Salim G. Purshothaman) Partner Director (Production) Membership No. : 013321 Dated : 09th August,2019 Place: Kolkata

Signed in terms of report of even date On behalf of the Board of Directors: Sd/- Sd/-For S. N. Mukherji & Co. (Yatish Kumar) (P. P. Bose)Chartered Accountants Chairman & Managing Director Director (Finance)Firm Registration No.301079E Sd/- Sd/-Sudip K. Mukherji (Salim G. Purshothaman) Partner Director (Production) Membership No. : 013321 Dated : 09th August,2019 Place: Kolkata

Cash Flow Statement for the Year ended 31st March, 2019Indirect Method of Cash Flow Statement ( Rs.in Lacs)

Particulars For the year ended 31-03-2019 For the year ended 31-03-2018Cash flows from operating activities Net profit before taxation and extraordinary item 940.70 260.17

Adjustment for Depreciation 176.58 166.46

Interest expenses 287.08 463.66 469.72 636.18

Interest income (53.73) (25.75)

Dividend income - (0.16)

Profit on Sales of Fixed Assets - (289.71)

Other Non-operating Income (166.41) (220.14) (18.64) (334.26)

Operating profit before working capital changes 1,184.22 562.09 (Increase) / Decrease in Trade Receivable (3,131.60) (471.87)

(Increase) / Decrease in inventories (926.92) 632.99

(Increase) / Decrease in Loans and Advances 178.99 88.91

(Increase) / Decrease in Other Current Assets 68.65 (173.45)

Increase / (Decrease) in Provn (Excl Prov ITAX) 66.33 (18.62)

Increase / (Decrease) in Trade Payable and Current Liability 4,408.90 (2,347.38)

Net Changes due to Increase / Decrease in Working Capital 664.35 (2,289.42)[A] Net cash from operating activities 1,848.57 (1,727.33)

Tax Paid (460.74) - Cash flows from investing activities

Purchase of fixed assets 82.64 66.78

Proceeds from sale of equipment - (82.64) 296.88 230.10 Interest received 53.73 25.75

Dividends received - 0.16

Other Non-operating Income 166.41 18.64

[B] Net cash from investing activities 137.50 274.65 Cash flows from financing activities

Proceeds from Allotment of Equity Shares( Note-1) 5,000.00 -

Proceeds from long term borrowings - 5,000.00 - -

Interest paid (287.08) (469.72)

Increase / (Decrease) in Cash Credit & Working Capital Term Loan (3,156.94) (3,444.02) 1,716.93 1,247.21

[C] Net Cash used in financing activities 1,555.98 1,247.21 Net Increase / (Decrease) in cash and cash equivalents 3,081.31 (205.47) Cash and cash equivalents at beginning of period 348.17 553.64 Cash and Cash equivalents at end of period 3,429.48 348.17 Cash & Bank Balances represented by :- NOTE 14

Cash & Cheques in hand 0.83 0.83 With Scheduled Bank : On Margin Account (FDR) 454.71 313.61 On Current Account [Net off inoperative balance provision] 15.98 18.98 On Deposit Account (FDR) 2,957.96 14.75

3,429.48 348.17

NOTE 1 (a) Particulars of Shares: (Rs. in Lacs)

Share Capital As at 31-03-2019 As at 31-03-2018

Number Amount Number Amount

Authorised

Equity Shares of Rs. 1000.00 each (PY Rs. 1000.00 each) 950,000 9,500.00 950,000 9,500.00

Issued

Subscribed & fully Paid up

Total 834,226 8,342.26 334,226 3,342.26

NOTE (a) The Company has no Holding Company, Subsidiary Company, Fellow Subsidiary Company or Associate / Associates of Holding Company.

(b) All the shares are held by the President of India or the nominees of the President of India. (c) Share Forfieture in the Current Year / Previous Year - NIL. (d) The Company has no Preference Shares to report upon. (e) Right, Repayability or Restriction on Equity Shares: Transfer of Shares are subject to following restrictions:

i) Shares can be transferred to any Transferee duly approved by The President of India. ii) Subject to Sec. 58 of Companies Act 2013, Board has absolute and uncontrolled discretion, to refuse

to register any proposed transfer of Shares. iii) Instrument of Transfer should be in form 7(B) of Companies (CENTRAL GOVERNMENT) General Rules

and Forms 1956 or any Amendment thereof.

NOTE 1 (b) Reconciliation of number of shares outstanding at the begining and end of the year.(Rs. in Lacs)

Particulars

Equity Shares

As at 31-03-2019 As at 31-03-2018

Number Amount Number Amount

Shares outstanding at the beginning of the year 334,226 3,342.26 334,226 3,342.26

Shares Issued during the year 500,000 5,000.00 - -

Shares bought back, capital reduction etc. during the year NIL NIL NIL NIL

834,226 8,342.26 334,226 3,342.26

NOTE 2. Reserves & Surplus (Rs. in Lacs)

Reserves & Surplus As at 31-03-2019 As at 31-03-2018

a. Capital Reserves

Opening Balance 4.37 4.37

(+) Current Year Transfer - -

(-) Written Back in Current Year - -

Closing Balance 4.37 4.37

b. Surplus

Opening balance (2,765.13) (3,025.30)

(+) Net Profit/(Net Loss) For the current year 786.05 260.17

(+) Transfer from Reserves - -

(-) Proposed Dividends - -

(-) Interim Dividends - -

(-) Transfer to Reserves - -

Closing Balance (1,979.08) (2,765.13)

Total (1,974.71) (2,760.76)

NOTE 4. Other Long Term Liabilities (Rs. in Lacs)

Other Long Term Liabilities As at 31-03-2019 As at 31-03-2018

(a) Trade Payables

i) Suppliers Retention Money 603.35 618.33

ii) Suppliers Deposits 1,362.39 1,096.18

Total 1,965.74 1,714.51

NOTE 5. Long Term Provisions (Rs. in Lacs)

Long Term Provisions As at 31-03-2019 As at 31-03-2018

i) Provision for Taxation 393.41 699.50

ii) Gratuity 1,023.40 1,039.46

iii) Leave Encashment 254.49 250.88

iv) Leave Travel 15.63 14.08

v) Provision for FBT - 6.22

vi) Provision for Contingent Liability - 1.32

Total 1,686.93 2,011.46

t of I

NOTE 6A. Trade Payables (Rs. in Lacs)

Trade Payables As at 31-03-2019 As at 31-03-2018

(a) Trade Payables

i) To Suppliers & Contractors- Others 6,943.59 3,374.79

- MSMED Vendors 267.93 42.06

ii) LD Deducted from Suppliers 339.88 255.26

iii) Suppliers Retention Money 915.98 694.91

(b) Others

i) Other Payables 50.13 50.13

Total 8,517.51 4,417.15

NOTE 7. Other Current Liabilities (Rs. in Lacs)

Other Current Liabilities As at 31-03-2019 As at 31-03-2018

(a) Interest accrued and due 50.64 50.64

(b) Income received in advance - Advance from Customers 517.31 1,038.09

(c) Other payables

i) For Expenses and others 949.17 519.21

ii) Employee related Liabilities 31.93 31.91

iii) Statutory Dues 659.01 510.90

Total 2,208.06 2,150.75

NOTE 8. Short Term Provisions (Rs. in Lacs)

M/s S. N. Mukherji & Co. As at 31-03-2019 As at 31-03-2018

(a) Provision for employee benefits

Salary & Reimbursements

Contribution to PF

i) Gratuity 190.28 124.93

ii) Leave Encashment 50.55 31.37

(b) Others (Specify nature)

i) Prov. For Taxation-CST&VAT 0.15 0.15

ii) Provision for Fixed Assets 0.46 0.22

Total 241.44 156.67

t of P

er“D

NOTE 10. Non-current Investment ( held at cost unless stated otherwise) : (Rs. in Lacs)

Particulars As at 31-03-2019 As at 31-03-2018

a). Trade Investment :

i) Investment in equity instrument

A) Fully Paid:

Woodlands Multispeciality Hospital Limited 0.23 0.23

(Formerly Woodlands Hospital and Medical Research Centre Ltd)

3805 Shares of Rs. 10/- each, Fully Paid

(Previous Year 3805 Shares of Rs. 10/- each, Fully Paid)

b). Other Investment

i) Investment in debenture or bonds

Bengal Chamber of Commerce & Industry, Fully Paid 0.06 0.06

6 Nos. 6.5% Debentures of Rs.1000/- each

(Previous Year 6 Nos. 6.5% Debentures of Rs.1000/- each)

ii) Investment in equity investment

Fully paid Equity Shares (Quoted) 0.19 0.19

M/s ICICI Bank Ltd.

6875 Shares of Rs. 2/- each, Fully Paid

(Previous Year 6875 Shares of Rs. 2/- each, Fully Paid)

(Quoted value Rs. 27.42 lacs, Previous year Rs.19.14 lacs)

Total 0.48 0.48

(Rs. in Lacs)

Non-current investment ( held at cost unless stated otherwise): As at 31-03-2019 As at 31-03-2018

1 a) Aggregate amount of quoted investment - 0.19 0.19

b) Aggregate market value of quoted - investment - 27.42 19.14

c) Aggregate amount of unquoted investments 0.29 0.29

NOTE 11. Long Term Loans & Advances (Rs. in Lacs)

(Unsecured)

Security Deposits Considered Good 10.02 10.02

Considered Doubtful 10.24 10.24

20.26 20.26

Less : Provision for doubtful advances 10.24 10.02 10.24 10.02

Total 10.02 10.02

NOTE 12. Inventories : ( Valued at lower of cost and net realisable value) - Net of Provision (Rs. in Lacs)

Raw Materials 1,420.38 306.98

Stores & Spares 240.11 283.84

Loose Tools 12.54 9.63

Others :

Crane & Wagon Components 1,309.59 1,327.81

2,982.62 1,928.26

Less : Provision for Unserviceable & Damaged Stores and Material in Transit 56.54 63.41

2,926.08 1,864.85

Work-in-Progress 1,231.27 1,365.58

Less : Provision for Work in Progress 618.40 618.40

Work-in-Progress 612.87 747.18

Total : 3,538.95 2,612.03

NOTE 13. Trade Receivables : (Rs. in Lacs)

Debts Outstanding for a period of above 6 month from the due date (Unsecured)

Considered Good . 573.57 414.35

Considered Doubtful 1,842.92 1,749.86

2,416.49 2,164.21

Less: Provision for Doubtful Debts 1,842.92 573.57 1,749.86 414.35

Other Debts (Considered Good) 9,766.82 6,794.44

Total 10,340.39 7,208.79

NOTE 14. Cash & Bank : (Rs. in Lacs)

Balances with banks - Operative 15.98 18.98

Cash-in-hand 0.83 0.83

Held in Margin Account (FDR) 454.71 313.61

Held in Deposit Account (FDR) 2,957.96 14.75

Total 3,429.48 348.17

1. Balances with bank include -

a) Balance in unpaid dividend account - -

b) Bank deposit maturing after 12 months - -

c) Margin money against - Guarantee Furnished 454.71 313.61

(maturing within a year)

(Rs. in Lacs)

NOTE 15. Short Term Loans & Advances (Rs. in Lacs)

(Unsecured)

Security Deposits Considered Good . 348.48 363.16

Considered Doubtful - -

348.48 363.16

Less : Provision for doubtful advances - 348.48 - 363.16

Advances Recoverable in cash or kind

980.11 869.27

Balances with GST, Excise, Port & Customs Authorities

15.31 13.15

Less : Provision for doubtful advances - 15.31 - 13.15

Advance to Income Tax Authorities

651.23 928.54

Total 1,538.97 1,717.96

Note: (Rs. in Lacs) (Rs. in Lacs)

1. Loans & Advances due from director/s severally or jointly with other parties NIL NIL

2. Loans & Advances due from officer/s severally or jointly with other parties NIL NIL

3. Loans & Advances due from Firms in which one or more director/s is or are partner or partners. NIL NIL

4. Loans & Advances due from Private Companies where one or more direcor/s are director/s or member/s

NIL NIL

NOTE 15A. Other Current Assets (Rs. in Lacs)

Interest accured on depositConsidered good . 19.13 6.00

19.13 6.00

Less : Provision for doubtful accrued interest - 19.13 - 6.00

Investment

Considered good: Investment in Government or Trust Shares / Securities (lodged with authorities as Security Deposit)

0.62 0.62

Considered Doubtful: Wagon India (P) Ltd., 1498 Shares of Rs. 100/- each. (Previous Year 1498 Shares of Rs. 100/- each.)

1.50 1.50

2.12 2.12

Less : Provision for doubtful investment 1.50 0.62 1.50 0.62

Work done but bills not raised

468.78 550.56

Total 456.51 525.16

NOTE 16A. Revenue From Operations (Rs. in Lacs)

ParticularsFor the year ended

31 March 2019For the year ended

31 March 2018

Revenue from Operation

i) Sale of products 30,368.52 12,226.66

ii) Sale of Services - 211.97

iii) Scrap Sales 1,228.59 401.86

iv) Other Operating Revenue 105.50 248.23

Total 31,702.61 13,088.72

NOTE 16B. Other Income (Rs. in Lacs)

31 March 2018

i) Interest income (Gross) 53.73 25.75

ii) Dividend Income, Long term investment - 0.16

iii) Liability Written Back 128.38 -

iv) Miscelleneous Income 27.67 9.74

v) Rental Income (Gross) 10.36 8.90

vi) Net Profit on sale of Fixed Assets - 289.71

Total 220.14 334.26

NOTE 17A. Details of Material consumed (Rs. in Lacs)

31 March 2018

[A] Raw Material Opening Stock 306.98 548.11

Add: Purchase 8,041.87 847.05

Less: Closing Stock 1,420.38 306.98

Consumption of Raw Materials [A] 6,928.47 1,088.18 [B] ComponentsOpening Stock 1,327.81 1,825.31

Add: Purchase 12,969.09 5,625.16

Less: Closing Stock 1,309.59 1,327.81

Consumption of Components [B] 12,987.31 6,122.66 [C] Stores & Spares and Loose ToolsOpening Stock 293.47 258.20

Add: Purchase 2,043.69 354.33

Less: Closing Stock 252.65 293.47

Consumption of Stores and Loose Tools [C] 2,084.51 319.06 [D] Subcontracting 3,535.18 1,176.97 [E] Other direct expenses 170.99 94.08

Total 25,706.46 8,800.95

NOTE 17B. Changes in Inventories of Work-in-progress (Rs. in Lacs)

31 March 2018

Accretion / (Decretion) in Work in ProgressOpening Work in Progress 1,365.58 1,356.71

Closing Work in Progress 1,231.27 1,365.58 Accretion / (Decretion) (134.31) 8.87

Note:Depreciation of Rs.288.83 lac includes Rs.120.31 Lac which has been charged during the Year on account of Assets whose life has expired as pr Company’s Act-2013.

NOTE 17C: Employee Benefits Expense (Rs. in Lacs)

Employee Benefits ExpenseFor the year ended

31 March 2018

(a) Salaries Wages and Bonus 1,613.18 1,350.02 (b) Contributions to -

(i) Provident fund 118.99 99.02

(ii) Pension, DLI & ESI Schemes 42.56 43.92

(c) Gratuity 161.76 188.17 (d) Staff welfare expenses 99.75 78.80

Total 2,036.24 1,759.93

NOTE 18: Finance Costs (Rs. in Lacs)

Finance CostsFor the year ended

31 March 2018

[A] Interest expense 256.54 263.88

[B] Bank Charges 59.19 48.37

[C] Other borrowing costs 30.54 205.84

Total 346.27 518.09

Note:Depreciation of Rs.288.83 lac includes Rs.120.31 Lac which has been charged during the Year on account of Assets whose life has expired as pr Company’s Act-2013.

NOTE. 19 Other expenses (Specific disclosures under Schedule - III) (Rs. in Lacs)

ParticularsFor the year ended 31

March 2019For the year ended 31

March 2018

a) Auditor’s Remuneration

i) Audit Fee 2.57 0.97

ii) For Taxation Audit 0.64 0.24

b) Power & Fuel 733.32 683.83

c) Sub Contracting (Indirect)

i) Sub Contracting (Non-Manufacturing ) 345.39 316.90

ii) Security 160.78 176.54

d) Freight Outwards 185.70 193.26

e) Rent 75.08 75.37

f) Repairs to building 26.58 3.50

g) Repairs to machinery 80.71 87.88

h) Insurance 7.73 7.75

i) Rates & Taxes 13.78 13.81

j)Other Miscellaneous Expenses (Expenses less than 1% of Turnover) [Net off recovery of expenses from Vendors]

694.26 227.59

Total Other Expenses 2,326.54 1,787.64

k) Movement of Provisions :

ParticularsOpening Balance

Provision made through P/L A/c

Provision used / withdrawn

Closing Balance

1 Provision For Tax 699.50 - 306.09 393.41

2 Provision for doubtful debts 1,781.88 93.06 - 1,874.94

3 Provision for contingent liability 1.32 - 1.32 -

4 Provision for FBT 6.22 - 6.22 -

5 Povision for Diminution in value of Long Term Investment 1.50 - - 1.50

6 Provision for Gratuity - Actuarial Valuation 1,164.39 49.29 - 1,213.68

7 Provision for Leave Encashment - Actuarial Valuation 282.25 22.79 - 305.04

8 Provision for Leave Travel 14.08 1.55 - 15.63

9 Provision for Unserviceable & Damaged Stores and Material in Transit

63.41 - 6.87 56.54

10 Provision for Work in Progress 618.40 - - 618.40

11 Provision for Taxation-CST&VAT 0.15 - - 0.15

12 Provision for Fixed Assets 0.22 0.24 - 0.46

13 Provision - Others 466.40 - - 466.40

Total 5,099.72 166.93 320.50 4,946.15

l) CIF Value of Import

i) Raw Material -

ii) Components & Spare parts -

iii) Capital Goods -

m) Earning in Foreign Exchange

Export of goods on FOB basis -

Royalty, knowhow, professional & Consultation fees -

Interest & Dividend -

Other items (Specify) -

Note 19 A : Prior Period Adjustments

ParticularsFor the year

ended 31 March 2019

For the year ended 31 March

2018A. Credits

SALES 10.77 -

TOTAL CREDITS 10.77 -

B. Debits

RAW MATERIALS CONSUMED - 17.23

CONSUMPTION OF STORES, SPARES - (18.69)

POWER & FUEL - 13.53

RENT 2.27 10.01

REPAIR TO BUILDINGS - 4.75

REPAIR TO PLANTS - (0.71)

RATES & TAXES - 45.84

MISC. EXPENSES 21.55 9.18

WEST BENGAL VAT & CST 211.24 3.49

LEGAL EXPENSES & SETTLEMENTS 38.68 21.00

INTEREST OTHERS (7.32) 2.24

TOTAL DEBITS 266.42 107.87

C. Net Prior Period Adjustments 255.65 107.87

NOTE 20a) Particulars of major items raw material Purchase (Rs. in Lacs)

ItemPurchase Consumption Sale

a] Steel 8,041.87 847.05 6,928.47 1,088.18 - -

b] Components 12,969.09 5,625.16 12,987.31 6,122.66 - -

c] Store & Spares 2,043.69 354.33 2,084.51 319.06 - -

Total 23,054.65 6,826.54 22,000.29 7,529.90 - -

b) Particulars of income from services (Rs. in Lacs)

Nature of Service For the year ended 31 March 2019 For the year ended 31 March 2018

a] Repair Wagon - 211.97

Total - 211.97

c) Particulars of Product Sales (Rs. in Lacs)

Nature of Product Sales For the year ended 31 March 2019 For the year ended 31 March 2018

a] Wagon Sales 17,275.49 9,349.63

b] Bogie Sales 236.77 428.02

c] Repair Wagon Sales 12,773.77 2,449.01

d] Crane 81.41 -

e] Others 1.08 -

Total 30,368.52 12,226.66

d) Closing Stock of work-in-progress (Rs. in Lacs)

Item For the year ended 31 March 2019 For the year ended 31 March 2018

Casting 561.09 695.40

Wagons 612.87 612.87

Others 57.31 57.31

Total 1,231.27 1,365.58

NOTE 21 Breakup of Consumptions (Rs. in Lacs)

ParticularsRaw Material Stores & Components

Amount % Amount %

[A] Imported - - - -

[B] Domestic 6,928.47 100% 15,071.82 100%

Total 6,928.47 100% 15,071.82 100%

NOTE 22: Contingent Liabilities & Commitments (Rs. in Lacs)

Contingent Liabilities & CommitmentsFor the year ended

31 March 2018

a) Contingent Liabilities

i) Claim against company not acknowledged as debt 16,421.38 15,397.92

ii) Guarantees Furnished 1,631.08 1,219.00

iii) Other money for which company is contingently liable including Corporate Indemnity Bond

25,192.54 25,139.89

b) Commitments

i) Capital contract remaining to be executed not being Provided for 341.97 341.97

OATH TAKING CEREMONY DURING VIGILANCE AWARENESS WEEK

SWACHH BHARAT ABHIYAAN

NOTE - 23

A) SIGNIFICANT ACCOUNTING POLICIES

1. INCOME:

(i) Revenue is recognised on delivery/despatch memo except for crane, which is recognised as revenue upon delivery/completion of contractual stage.

(ii) Erection and service income (including that for manufactured products wherever applicable) is taken as per certificates of customers or matching percentage completion or as technically assessed.

(iii) In respect of turnkey projects value of work executed is determined on the basis of proportionate contract price including escalation upto the maximum ceiling limit and value of additional work technically assessed with reference to matching percentage completion when a project reaches a predetermined stage of completion. Below the said stages the work done is evaluated at direct cost.

(iv) Revenue from fixed price contracts is recognized on the basis of Work-done and certified by the Customer. The Escalation bills are recognized in the revenue on the basis of pre-agreed formulae / rate pegged to original completion date of the contract. Profit / Loss are considered up-to the stage of completion of contract. Expected loss if envisaged is accounted forthwith.

(v) In respect of Repairing Wagon Contract, revenue is recognised on issuance of Final Inspection Certificate by the customer.

(vi) Sale is inclusive of Excise Duty (prior to date of implementation of GST), Freight and other charges recoverable but exclusive of Sales Tax and GST after implementation thereof.

(vii) Credit for scrap is taken when H1 rate is discovered through Auction / scrap is disposed off.

2. INVENTORY:

(i) Finished Goods: Finished goods are valued at works cost or net realisable value (inclusive of escalation) whichever is lower and inclusive of Excise Duty (prior to date of implementation of GST).

(ii) Contract-in-Progress/Work-in-Progress:

(a) All Manufactured inventories at different stages of completion (including part deliveries) based on technical assessment are valued at works cost or net realisable price whichever is lower. Products at preliminary stages of completion are, however, valued at prime cost.

(b) Profit/Loss are considered up-to the stage of completion of contracts. Future loss if any is provided if envisaged during the currency of the contract.

(iii) Raw Materials, Stores and Spares:

(a) Stock of raw material, Stores and Spares and loose tools are valued at weighted average cost or lower, exclusive of GST Input Credit.

(b) Stock of Stores, Spares, Raw materials, Components and capital equipment in warehouse is valued at cost

plus estimated customs duty and other applicable charges.

(iv) Non-moving inventories beyond 4 years are provided in Accounts net of NRV, if determined.

(v) Prototypes developed or under development are valued at Prime Cost, and carried as items of inventory until

sales or transfer.

3. PROPERTY, PLANTS & EQUIPMENTS:

A. Capital Expenditure:

(i) The amount of Borrowing cost against fund borrowed for a specific project for obtaining qualifying assets is capitalized net of income against the borrowed fund up-to the scheduled date of commissioning of the qualifying Asset.

(ii) Jobs done internally on Capital Account are taken to the credit of Profit & Loss Account.

B. Depreciation & Amortization:

(i) Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

(ii) Depreciable amount of Intangible Asset (Computer Software) procured from external sources is ammortised based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. Such amortization takes place from the date the asset is available for use.

(iii) The cost of technical know-how is capitalised and charged off over the period of collaboration Agreement from the date of commencement of Commercial production or during the last three years prior to expiry of the life of the Agreement whichever is earlier.

(iv) Preliminary expenses for major capital/modernisation and diversification project expenses are written off, in five equal yearly installments, from the year of their incurrence.

(v) The Company depreciates property, plant and equipments over their useful lives using the Straight Line method.

(vi) The property, plant and equipments are stated at cost less accumulated depreciation and impairment, if any.

4. AMORTISATION OF VRS EXPENSES:

Notice Pay/Compensation money etc. in connection with VRS out of Non-plan Loan is amortised in 5 years or unexpired service period of the respective employees whichever is lower and the amortised amount to the extent not written off has been disclosed as “Miscellaneous Expenses not written off”. However, in case where such payments are made out of Grant received from Government, the expenses are set off against the Grant.

5. EXPENSES:

(i) Liabilities to the extent known upto a cut-off date and admissible are accounted for.

(ii) Expenses for after-sales-service during the guarantee period are considered in the year in which it is incurred.

6. SET-OFF:

(i) Advances received from Customers to the extent linked are set-off against corresponding debts.

(ii) Advances to suppliers are set-off against corresponding provisions or liabilities as the case may be.

7. INCOME AND EXPENSES RELATING TO PRIOR PERIOD:

Income or expenses, which arise in the current period as a result of errors or omissions of one or more prior periods, are accounted under prior period expenses. However change of estimates under Income or expenses are not accounted under prior period as per Accounting Standard relevant on this issue.

8. PREPAID EXPENSES:

Prepaid expense upto Rs.5000/- is charged off to revenue.

9. RESEARCH & DEVELOPMENT EXPENDITURE:

All expenditure incurred on Development and Diversification except on creation of Fixed Assets is charged to Revenue.

10. EXCHANGE DIFFERENCE:

Foreign currency transactions are accounted at the rate of exchange prevailing on the date of transaction. Foreign currency liability and assets, if any, at the year end other than Fixed Assets are adjusted at the rate of exchange prevailing at the close of the year and resultant loss or gain, if any, are shown in Profit & Loss Account. Exchange loss or gain in respect of liability, if any, for Fixed Assets at the close of the year is adjusted to the cost of the respective Fixed Assets.

11. CLAIMS OF THE COMPANY:

Cash subsidy, export benefits and claims are accounted for when received or as accepted.

12. CLAIMS AGAINST THE COMPANY:

Such claims are recognised as and when established or as perceived to be reasonably certain by the management.

13. SUNDRY DEBTORS:

Dues from Government parties/Railways, PSUs are generally considered as recoverable irrespective of the period of outstanding, as they have been traditionally been repaid in full satisfaction of their dues.

14. INTER UNIT TRANSFER:

Inter-unit transfers are valued at market price / the price agreed to among the units. The Margin on Transfer is cancelled out at the time of Consolidation.

15. EMPLOYEES BENEFITS:

Company’s contribution to Provident Fund is charged to Profit & Loss Account. Gratuity & Leave encashment Benefits at the year-end is provided based on acturial valuation under Projected Unit Credit Method.

16. TAXES ON INCOME:

Provision for Current Tax are made at the amount expected to be paid to the Tax Authorities in accordance to Income Tax Act 1961. Deferred Tax resulting from “Timing Difference” between taxable and accounting income is accounted for using the Tax rates and laws that are enacted or substantively enacted as on the Balance Sheet date. Deferred Tax Asset is not recognised on unabsorbed depreciation and Carry Forward losses unless there is virtual certainty for future Taxable Income.

17. PROVISIONS, CONTINGENT LIABILITIES & CONTINGENT ASSETS:

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes except when cash out flow is probable. Contingent Assets are neither recognised nor disclosed in the financial statements.

NOTE-23

B: NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2019

1. During the year 500,000 Equity shares of Face Value of Rs. 1,000/- amounting to Rs. 5,000.00 Lacs (Previous year Rs. NIL Lacs) have been issued and allotted in the name of President of India, as approved by the members in the Extra Ordinary General Meeting of the Company held on 18.03.2019. After such allotment the subscribed and paid up capital of the Company comes to Rs. 8,342.26 Lacs (Previous year Rs. 3,342.26 Lacs) [Refer Note 1 (a) & (b).

2. Outstanding dues of Micro & Small Enterprise: Rs. In Lacs

Particulars Ref. Note 2018-19 2017-18

Principal amount due to suppliers registered under MSMED Act and remaining unpaid as at year end

Note 6A 267.93 42.06

Interest due to suppliers registered under theMSMED Act and remaining unpaid as at year end

Note 18 and Note 7 (c) (i)

3.28 2.13

Further interest remaining due and payable for earlier years Note 7 (c) (i) 13.98 11.85

Total 285.19 56.04

3. (a) Raw Material, Components, Loose Tools and Stores & Spares - coverage under physical verification during the year is 100% of all stores items.

(b) Provision for slow-moving, non-moving, obsolete, damaged and unserviceable raw materials, components and stores unmoved in Clive, Victoria and Angus unit has been made as per run in the Computer System and processing of the same by the Company. Total provision to the tune of Rs.56.54 Lacs (Previous year Rs. 63.41 Lacs) exists as on 31st March 2019.

4. (a) The total Other Long Term Borrowings Rs. 1,965.74 Lacs (Previous year Rs. 1,714.51 Lacs), Trade Payables Rs. 8,517.51 Lacs (Previous year Rs. 4,417.15 Lacs) and Other Current Liabilities Rs. 2,208.06 Lacs (Previous year Rs. 2,150.75 Lacs) net of Advances, from various parties have been considered on book balances in full, in absence of items which could not be identified, including ageing of particular liabilities. The pay-ability as well as liabilities to be written back (if any) cannot be ascertained.

(b) i) The total Trade Receivables Rs.10,340.39 Lacs (Previous year Rs. 7,208.79 Lacs) have been taken at Book Balance, after set off, based on Customer-wise Debit and Credit balances to the extent linked. In absence of identification, ageing and balance confirmation, further provision on account of non recoverability cannot be ascertained. However, a portion of Trade Receivables, brought forward from earlier years are being recognized and the necessary adjustments would be done after assessing its actual status. As part of this process Rs. 93.06 Lacs (Previous Year Rs. NIL lacs) has been provided in the books during the current Financial Year.

ii) In case of Short Term Loans and Advances Rs.1,538.97 Lacs (Previous year Rs. 1,717.96 Lacs), the recoverability have been considered net of aggregated provisions in totality, in absence of identification.

(c) Provisions on the above balances, aggregating Rs 2,341.34 Lacs (Previous year Rs. 2,248.28 Lacs) exists in the books of the Company as on 31st March, 2019.

(d) However, the process of scrutinizing and adjusting of all the above balances is in progress. Certain old balances, lying in the books since long, on account of Employee related assets and liabilities as well as Statutory account head related assets and liabilities (totaling to a net Asset of Rs. 43.98 Lacs, shown under Note 7.C.iii of 2017-18), were identified in 2015-16, and were transferred into an identified ledger account (Ledger Code: 429) created for this purpose. After passage of 3 years from 2016-17 to 2018-19, no claims have been received under these heads nor any realization could be made out of these balances. Accordingly, the Company is of the opinion that the character of these balances has changed and considers such balances to be Book Balances only. Based on prudence the Company has written off the Assets and has written back the liabilities during the year for which there has been a net negative impact on the Profit and Loss account as under:

Nature of Balances (Ledger Code : 429) Assets Liabilities Net Impact on Profit & Loss Account

Employee Related 139.04 62.68 76.36

Statutory Heads 33.32 65.70 (32.38)

Write Off / Write Back 172.36 128.38 43.98

It is to be noted that the above process of scrutinizing and adjusting of other old Balances, apart from above, is going on. On identification and after reconciliation of such balances the same will be separately shown and a call will be taken on such balances, with regard to the recoverability of such assets and payability of the liabilities, in due course.

(e) It may be noted that the identification process includes such balances which were not taken care of during the Restructuring of the Company under the BRPSE, by M/s Bharat Bhari Udyog Nigam Limited, the erstwhile Holding Company of BCL, during April 2005 and also during the Due-Diligence exercise conducted before transfer of BCL under MoR during August 2010.

5. Disclosure required as under AS-15 (revised) on “Employee Benefit” in respect of Gratuity & Leave Encashment (Defined Benefit Plan) being unfunded schemes on the basis of Actuarial Valuation as on 31st March 2019, is as under: -

i) Component of employee expenses (Non funded):

Gratuity Leave Encashment

2018-19 2017-18 2018-19 2017-18

Current Service Cost 48.08 46.20 35.61 23.49

Past Service Cost - 79.56 - -

Interest Cost 80.90 78.42 17.52 18.96

Expected Return on Plan Asset - - - -

Curtailment Cost - - - -

Settlement Cost - - - -

Actuarial (Gain) / Loss ecognized in the year 32.78 (16.01) 54.12 40.22

Expense Recognised in Statement of Profit / Loss 161.76 188.17 107.25 82.67

ii) Changes in Present Value of Obligations (Non funded):

Gratuity Leave Encashment

2018-19 2017-18 2018-19 2017-18

Present Value of obligation at the beginning of the year 1,164.39 1,114.88 282.25 306.11

Acquisition Adjustment - - - -

Interest Cost 80.90 78.42 17.52 18.96

Past Service Cost - 79.56 - -

Current Service Cost 48.09 46.20 35.61 23.49

Curtailment Cost - - - -

Settlement Cost - - - -

Benefits Paid 112.48 138.66 84.46 106.53

Actuarial (Gain) / Loss on Obligation 32.78 (16.01) 54.12 40.22

Present Value of Obligation at the end of the year 1,213.68 1,164.39 305.04 282.25

Closing Provision at end of year 1,213.68 1,164.39 305.04 282.25

iii) Actuarial Assumptions:

Sl. Particulars As at 31-03-2019 As at 31-03-2018

1. Discount Rate 7.30% 7.50%

2. Inflation Rate 7.50% 7.50%

3. Return on Asset N/A N/A

4. Superannuation Age 60 Years 60 Years

5. Remaining Working Life 8 Years 8 Years

6. Mortality Table IALM 2006-08 ULTIMATE

7. Attrition Rate 1.00% 1.00%

8. Formula used PROJECTED UNIT CREDIT METHOD

9. Gratuity Limit Rs. 20.00 Lacs Rs. 20.00 Lacs

(Rs. In Lacs)

iv] The defined contribution plans of the Company and the contributions thereto during the year are as follows: (Rs. In Lacs )

2018-19 2017-18

[a] Provident Fund 118.99 99.02

[b] Other Schemes

a. Pension Scheme 35.86 37.54

b. D.L.I. Scheme 2.60 2.68

c. ESI Scheme 4.10 3.70

42.56 43.92

6. Related Party Disclosure in terms of AS – 18 is as follows:

a) Related Party Relationship: Key Management Personnel (KMP)

b) Related Party Transactions: Remuneration paid to the Whole Time Directors(Rs in Lacs)

2018-19 2017-18

i Shri Yatish Kumar, Chairman & Managing Director: (Since 28th May 2018) 19.10 NIL

ii Shri P. P. Bose, Director (Finance): (Since 29th July 2016) 23.80 22.16

iii Shri Salim G. Purshothaman, Director (Production): (Since 31st October 2018) 9.65 NIL

iv Shri Sunil Kumar Rishi, Chairman & Managing Director : (Upto 31st August 2017) NIL 11.31

52.55 33.47

7. Deferred Tax calculations hereunder, results into Deferred Tax Assets, and the same has not been recognized in the Accounts as a measure of prudence in terms of Clause-15 of AS-22.

(Rs in Lacs)

Sl. Particulars 2018-19 2017-18A. Deferred Tax Liabilities:

On difference in WDV of Fixed Assets 324.63 394.77

Total Deferred Tax Liability 324.63 394.77

B. Deferred Tax Assets:

On Deferred Tax Assets already recognised 23.14 23.14

On Unabsorbed Depreciation 61.23 95.19

On Provisions not allowed under IT Act 58.62 (24.59)

On account of Business Loss (considered as per Corporate Plan for Set off) 289.15 442.50

Total Deferred Tax Asset 432.14 536.25

C.Deferred Tax Assets, recognized to the Extent of Deferred Tax Liabilities and Deferred Tax Assets already provided in the Books, on account of Prudence

347.77 417.91

D. Deferred Tax Asset as on 31st March [C – A] 23.14 23.14

8. There is no indication of impairment of Tangible Fixed Assets, ruling out, any test of Impairment of Tangible Fixed Assets within the meaning of clause 6 of AS 28.

9. Earning per Share( Basic) (Rs. In Lacs) (Rs. In Lacs) 31.03.2019 31.03.2018 Profit / (Loss) after Tax 786.05 260.17 Amount used as numerators in Calculating basic & diluted earnings per share Weighted average no. of equity share – Basic 834226 334226 Weighted average no. of equity share – Diluted 834226 334226

In Rs. In Rs. Earning per share - Basic 94.23 77.84

Earning per share - Diluted 94.23 77.84 10. Interest on debentures (Note No-10) for Rs.0.02 lacs being irrecoverable has not been considered in Accounts.

11. Lease period of Lease hold land taken from Kolkata Port Trust (KOPT) has expired and is pending for renewal. For 3 plots, the Company is paying rent at agreed rates to KOPT. However, the enhanced demand on Account of rent on

remaining plot for Clive Works and other old dues along with interest/ penal interest accumulated to Rs. 14,542.23 Lacs (Previous Year Rs. 12,993.63 Lacs) as on 31st March, 2019 and the same is being contested by the Company.

It is pertinent to mention here that at the time of transfer of administrative control of M/s Braithwaite & Co. Ltd. (BCL) to Ministry of Railways from Ministry of Heavy Industries & Public Enterprises, Department of Heavy Industry, vide Office Memorandum No 8(12)/2009-PE-III, dated 6th August, 2010, assurances were provided in the nature of Sovereign Guarantee as under:

“Assured support to MOR to liquidate the contingent liabilities of the Company relating to Kolkata Port Trust (KOPT) as and when they are finalized and become due for payment and which cannot be met from Company’s own resources. The financial sanctions for the above relief and concessions as well as other sanctions / orders wherever required will be issued separately.”

During discussion with the Principal Director of Audit, C & AG of India, in course of Audit of the Company, U/s 619(3) (b) of Companies Act 1956, for the year 2011-12, the said Office Memorandum No 8(12)/2009-PE-III dated 06.08.2010 was discussed and the same was opined to be a Sovereign Guarantee.

The total amount of Rs. 14,542.23 lacs (Previous Year Rs. 12,993.63 Lacs) as claimed by Kolkata Port Trust (KOPT) is considered as claims not acknowledged as debt and is reflected under “Contingent Liabilities” Ref Note (22.A.i) pending resolution of the issue at Ministerial level.

12. The dues from Government parties / Railways / PSUs are generally considered as recoverable irrespective of the period of outstanding. The same is covered in our Accounting Policy, Note 23 A, Item No. 13. However in certain cases, provision has been made as a matter of abundant caution.

Railway is our main customer which has no practice of confirming balances. Our past track record witnessed, deduction made by Railways towards late delivery being customarily paid back subsequently irrespective of age of due, based on completion of certain formalities including reconciliation of our account (of Free Supply Materials) with them at a given point of time.

13. There are two other units of the Company namely Project and Special Project which have been discontinued for over 10 years. However a net liability of Rs.195.25 Lacs (Previous year Rs.195.25 Lacs), on account of these discontinued units, is in existence in the accounts of the Company.

14. A claim of Rs.66.18 Lacs was issued by the ESI Department in 2009-10. The cases are being contested at ESI Court. A sum of Rs.10.00 Lacs has been deposited in terms of ESI court order in compliance with provision of section 75 (2B) of ESI Act to be held in Trust by the Department until final decision of the cases and disclosed under Note 11. However, Rs. 66.18 Lacs has been shown under “Contingent Liability”.

15. The Company has opted for SOD scheme launched by the Govt. of West Bengal during 2018-19, for Settlement of old Disputed VAT and CST issues for the years 2005-06 to 2012-13. Accordingly, against a total assessed liability of Rs. 605.23 lacs pertaining to above years, disputed by the Company and lying before various forums was for Rs. 211.24 lacs. Out of the said payable amount, Rs. 92.46 Lacs has been paid during 2018-19 and for the balance Rs. 118.78 Lacs suitable provision has been made in the accounts.

16. Pay Revision of Workmen and Sub Staff was due on and from 01.02.2018. The negotiation process is underway and has not been finalized as yet. However, based on estimates a provision of Rs. 257.27 Lacs for the impact on implementation of the Pay Revision for 14 months with effect from 01.02.2018 has been considered in the accounts for the year ended 31.03.2019.

17. The Profit before Tax of the Company is Rs. 940.70 Lacs (Previous Year Rs. 260.17 Lacs). Based on assessed Carry Forward Losses from earlier years, there is no tax liability accruing during the current year. However, the Company has calculated tax liability under Minimum Alternate Tax U/s 115JB of the Income Tax Act, 1961, and has provided Rs. 154.65 Lacs (Previous Year Rs. NIL Lacs) in the books of accounts for the year ended 31st March 2019.

18. The previous year’s figures have been indicated in brackets and have been regrouped / rearranged for the purpose of comparison, as far as practicable, with that of the current year.

Signed Notes 1 to 23. On behalf of the Board of Directors

For S. N. Mukherji & Co. (Yatish Kumar) (P. P. Bose) Chartered Accountants Chairman & Managing Director Director (Finance)Firm Registration No.301079E Sudip K. Mukherji (Salim G. Purshothaman)Partner Director (Production) (Membership No. 013321) Dated: 09th August, 2019 Place: Kolkata

Sd/- Sd/-

SL. NO.

PARTICULARS / YEARS

2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10

1 GROSS PRODUCTION 40,802.67 18,468.44 22,865.41 18,205.23 20,436.60 56,819.53 39,251.99 34,904.64 26,625.30 21,798.87

2BILLABLE PRODUCTION

31,568.30 13,066.85 14,865.41 11,722.53 12,607.16 35,666.31 28,596.25 25,309.33 16,920.08 12,318.79

3 SALES (GROSS) 31,702.61 13,088.72 15,418.54 12,070.32 12,411.07 36,711.66 29,424.02 26,122.91 16,970.54 12,761.35

-OF WHICH EXPORTS (INCL. DEEMED)

- - - - 677.85 - - - - -

4 OTHER INCOME 220.14 334.26 85.25 1,004.90 203.49 181.00 331.69 171.96 489.24 884.59

5GROSS EARNING / OUTTURN

31,788.44 13,401.11 14,950.66 12,727.43 12,810.65 35,847.31 28,687.21 25,421.91 17,368.42 13,256.43

CONSUMPTION OF MATERIALS, STORES (INCL. SUB-CONTRACTING EXP.)

25,706.46 8,800.95 12,374.23 8,462.47 12,479.89 29,010.64 24,329.98 21,554.50 13,375.52 9,878.73

7 EMPLOYMENT COST 2,036.24 1,759.93 1,840.77 1,781.13 1,674.56 2,758.39 1,390.36 1,321.32 1,286.43 1,139.05

8 POWER & FUEL 733.32 683.83 722.76 767.89 778.09 921.31 739.53 580.46 556.37 543.39

9 COST OF SALES 29,991.07 12,480.27 16,909.57 12,633.55 16,571.40 35,010.25 28,358.41 25,017.43 16,170.32 12,865.49

10OPERATING PROFIT / (LOSS) - PBDIT

1,404.36 896.35 (195.11) 441.67 (3,956.84) 1,882.41 1,397.30 1,277.44 1,289.46 780.45

11 INTEREST - GOI - - - - 99.95 98.77 79.11 76.78 73.03 22.10

12 - BANK & OTHERS 287.08 469.72 537.51 204.57 115.41 266.69 241.39 197.51 224.93 270.21

13 DEPRECIATION 176.58 166.46 162.88 172.62 288.83 197.67 178.69 185.91 176.29 172.95

14NET PROFIT / (LOSS) BEFORE TAX - PBT

940.70 260.17 (895.50) 64.48 (4,461.03) 1,319.28 872.67 846.61 758.58 207.34

15PROVISION FOR TAXATION

154.65 - - - - 276.53 168.64 169.32 140.64 32.03

16NET PROFIT / (LOSS) AFTER TAX - PAT

786.05 260.17 (895.50) 64.48 (4,461.03) 1,042.75 715.29 689.17 617.94 175.31

17PROPOSED DIVIDEND (INCL. TAX ON DIVIDEND)

- - - - - - - - - -

18 CASH GENERATION 962.63 426.63 (732.62) 237.10 (4,172.20) 1,240.42 893.98 875.08 794.23 348.26

19GROSS BLOCK (INCL. CWIP)

6,867.01 6,784.37 6,892.94 6,847.97 6,761.49 6,348.11 5,980.08 5,787.88 5,731.85 5,487.31

20NET BLOCK (INCL. CWIP)

2,140.44 2,234.38 2,341.23 2,459.14 2,545.28 2,413.71 2,242.43 2,183.28 2,313.16 2,225.11

10 Yr Digest 2018-19

SL. NO.

PARTICULARS / YEARS

2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10

21 SUNDRY DEBTORS 10,340.39 7,208.79 6,736.92 8,707.11 5,990.00 14,033.83 12,631.73 8,915.50 7,784.01 5,228.65

22 INVENTORY 3,538.95 2,612.03 3,245.02 2,970.34 1,972.45 3,645.99 3,916.50 3,684.86 1,964.60 1,910.13

23SHARE CAPITAL (INCL. PENDING ALLOTMENT)

8,342.26 3,342.26 3,342.26 2,942.26 2,459.68 2,459.68 2,459.68 2,459.68 1,859.68 1,859.68

RESERVES & SURPLUS (INCL. ACCUMULATED LOSS)

(1,974.71) (2,760.76) (3,020.93) (2,125.43) (2,189.91) 2,271.12 1,228.37 513.08 (176.09) (794.03)

25 LONG TERM LOANS 1,089.69 1,089.69 1,089.69 681.68 1,900.27 1,797.39 1,644.47 1,545.80 828.74 745.31

26SHORT TERM LOANS (INCL. CASH CREDIT)

(547.90) 2,609.04 892.11 1,832.47 421.04 1,296.33 754.47 570.18 1,351.19 2,219.67

27 WORKING CAPITAL 8,885.19 3,078.50 3,112.44 3,652.57 2,755.23 7,462.38 5,144.29 4,313.35 1,146.61 1,804.42

28 CAPITAL EMPLOYED 11,026.11 5,313.36 5,454.77 6,112.81 5,301.61 7,801.38 7,387.82 6,497.73 3,460.87 4,030.63

29 NET WORTH 6,367.55 581.50 321.33 816.83 269.77 4,730.80 3,688.05 2,972.76 1,683.59 1,065.65

30CAPITAL EXPENDITURE

84.73 185.48 74.53 67.82 420.33 432.36 155.64 97.85 252.39 208.36

31NUMBER OF EMPLOYEES

241 258 280 322 330 328 353 392 412 443

32 VALUE ADDED (VA) 5,348.66 3,916.33 1,853.67 3,497.07 (447.33) 5,915.36 3,617.70 3,286.95 3,436.53 2,834.31

33VALUE ADDED PER EMPLOYEE

22.19 15.18 6.62 10.86 (1.36) 18.03 10.25 8.39 8.34 6.40

34VALUE ADDED PER RUPEE OF EMPLOYMENT COST

2.63 2.23 1.01 1.96 (0.27) 2.14 2.60 2.49 2.67 2.49

CONTRIBUTION TO NATIONAL EXCHEQUER (NATIONAL & STATE)

5,186.47 1,319.59 600.82 508.23 1,030.95 2,402.62 817.77 892.41 710.41 481.53

RATIOS :-

36 - MATERIAL CONSUMPTION TO BV PRODUCTION (%)

81.09% 67.24% 80.26% 70.11% 100.55% 79.02% 82.69% 82.51% 78.82% 77.41%

37 - EMPLOYMENT COST TO SALES (%)

6.42% 13.45% 11.94% 14.76% 13.49% 7.51% 4.73% 5.06% 7.58% 8.93%

38 - PBDIT TO CAPITAL EMPLOYED (%)

12.74% 16.87% -3.58% 7.23% -74.63% 24.13% 18.91% 19.66% 37.26% 19.36%

39 - PBDIT TO GROSS BLOCK (%)

20.45% 13.21% -2.83% 6.45% -58.52% 29.65% 23.37% 22.07% 22.50% 14.22%

SL. NO.

PARTICULARS / YEARS

2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10

40 - NET PROFIT TO SALES (%)

2.48% 1.99% -5.81% 0.53% -35.94% 2.84% 2.43% 2.64% 3.64% 1.37%

41 - NET PROFIT TO NET WORTH (%)

12.34% 44.74% -278.69% 7.89% -1653.64% 22.04% 19.39% 23.18% 36.70% 16.45%

42 - CURRENT RATIO (%) 132.57% 119.44% 99.51% 106.20% 100.20% 133.83% 122.51% 120.49% 113.17% 119.91%

43 - INVENTORY TURNOVER (NO. OF DAYS)

43.07 76.39 70.05 85.82 43.44 38.01 50.41 53.76 44.35 54.19

44 - DEBTORS TURNOVER (NO. OF DAYS)

119.05 201.03 159.48 263.30 176.16 139.53 156.69 124.57 167.42 149.55

PHYSICAL PRODUCTION :-

45NEWLY BUILT WAGON [NO. IN VEHICULAR UNITS (VUS)]

869 530 777 526 738 1,383 1,091 1,208 1,059 1,001

46REPAIR WAGONS [NO. IN VEHICULAR UNITS]

4,590 919 915 1,269 - - - - - -

47 BOGIES [NO.] 1,371 970 1,210 1,078 1,514 1,500 1,326 820 590 1,074

48 COUPLERS [NO.] - - - - - - - - - 232

49STEEL CASTINGS [TONS]

1,833 1,444 2,274 2,031 2,287 2,410 1,980 1,761 1,520 1,941

50 CRANE [NO.] - - 2 2 - - 2 - - -

51STRUCTURAL FABRICATION [TONS] [INCL. CRANE]

- - 72 2,490 - 14,103 12,690 11,979 4,311 156

51STRUCTURAL FABRICATION [TONS] [INCL. CRANE]

- - 72 2,490 - 14,103 12,690 11,979 4,311 156

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