KMRCL Eng Hindi.Pdf

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KMRCL Eng Hindi.Pdf CONTENTS 1. Board of Directors … 3 2. Notice of Annual General Meeting … 7-10 3. Report of the Board of Directors' … 13-28 4. Report on Corporate Governance … 29-34 5. Management Discussion and Analysis Report … 35-37 6. Certificate of D. Rout & Associates dated 27.12.2017 … 38 7. Secretarial Audit Report (of D. Raut & Associates) … 39-41 8. Comments of Comptroller and Auditor General of India … 43-44 9. Auditor's Report … 47-52 10. Annual Accounts … 54-88 1 ANNUAL REPORT 2016-17 KOLKATA METRO RAIL CORPORATION LTD. Company Secretary Shri S. N. Mukherjee Registered Office KMRCL Bhavan (HRBC Office Compound) Munshi Premchand Sarani, Kolkata - 700021 Tel No.: 033 2213 4345 Fax no: 2213 4380 Website: www.kmrc.in Statutory Auditors M/s. S. K. Naredi & Co. Chartered Accountants Ground Floor, Apsara Apartments 67, Park Street Kolkata - 700016 Bankers State Bank of India, Kolkata Main Branch, Kolkata Union Bank of India, Dharamtalla Branch, Kolkata 2 BOARD OF DIRECTORS BOARD OF DIRECTORS 01. Shri Ajay Vijayvargiya Chairman (from 31.10.2017) 02. Shri Mool Chand Chauhan Chairman (from 26.07.2016 to 08.05.2017) 03. Shri Vishwesh Chaube Chairman (from 09.05.2017 to 30.10.2017) 04. Shri Satish Kumar Managing Director (from 16.03.2016 to 31.07.2017) 05. Shri Sudhir Agrawal Managing Director (from 01.08.2017 to 31.10.2017) 06. Shri Kailash Kumar Aggarwal Director 07. Shri Mukund Kumar Sinha Director 08. Smt. Jhanja Tripathy Director 09. Shri Alapan Bandyopadhyay, IAS Director 10. Shri Nagsen Moreshwar Dhoke Director 11. Shri Harekrushna Sahu Director (Finance) (from 10.05.2017 12. Dr. Samaresh Kanti Panday Director (Finance) (upto 20.03.2017) 13. Shri Anup Kumar Kundu Director (RS&T) 14. Shri Manas Sarkar Director (Project & Planning) (from 10.11.2017) 15. Shri Parashuram Singh Director (Project & Planning) (upto 30.09.2017) 3 Note : This page has been kept blank intentionally 4 NOTICE 5 Note : This page has been kept blank intentionally 6 NOTICE OF NINTH ANNUAL GENERAL MEETING Notice is hereby given that the Ninth Annual General Meeting of the Company will be held on Wednesday, 27th December, 2017 at 4.00 P.M. in the 'Committee Room' of Rail Bhawan, Raisina Road, New Delhi - 110 001 to transact the following business: 1. To receive, consider and adopt the audited financial statements of the Company for the year ended 31st March, 2017 (including the Cash Flow Statement) together with the Reports of the Board of Directors and the Independent (Statutory) Auditors as also the Comments of Comptroller and Auditor-General of India. 2. To fix remuneration of the Statutory Auditors for financial year 2017-18 and in this connection to pass with or without modifications the following as an ordinary resolution: "RESOLVED, that pursuant to Section 142(1) and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorised to fix the remuneration payable to S. K. Naredi & Co., Chartered Accountants, the Statutory Auditors, for financial year 2017-18." Special Business To consider and if thought fit to pass the following resolutions as Ordinary resolutions: 3. "RESOLVED, that pursuant to Section 152(2) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, appointment of Shri Vishwesh Chaube (Director Identification Number: 00050563) as part-time Chairman of the Board of Directors of the Company for the period 9th May, 2017 to 30th October, 2017 be and is hereby approved and confirmed." 4. "RESOLVED, that pursuant to Section 152(2) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, appointment of Shri Harekrushna Sahu (Director Identification Number: 05174575) as Director (Finance) of the Company with effect from 10th May, 2017 be and is hereby approved and confirmed." 5. "RESOLVED, that pursuant to Section 152(2) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, appointment of Shri Sudhir Agrawal (Director Identification Number: 07921451) as Managing Director of the Company for the period 1st August, 2017 to 31st October, 2017 be and is hereby approved and confirmed." 6. "RESOLVED, that pursuant to Section 152(2) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, appointment of Shri Ajay Vijayvargiya (Director Identification Number: 08021601) as part-time Chairman of the Board of Directors of the Company with effect from 31st October, 2017 be and is hereby approved and confirmed." 7. "RESOLVED, that pursuant to Section 152(2) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, appointment of Shri Manas Sarkar (Director Identification Number: 08011003) as Director (Project & Planning) of the Company with effect from 10th November, 2017 be and is hereby approved and confirmed." "RESOLVED FURTHER, that pursuant to Section 196 of the Companies Act, 2013 read with the Articles of Association, approval of the Company be and is hereby accorded to the appointment made by the President of India as conveyed vide Government of India, Ministry of Railways (Railway Board) letter No. 2014/E(O)II/40/21 dated 11th August, 2017, of Shri Manas Sarkar, SAG/IRSE, as Director (Project & Planning) on deputation basis (on parent pay in the cadre without any deputation allowance) for a period of five years with effect from 10th November, 2017 or till the date of his superannuation or till the post is exempted from the rule of immediate absorption or until further orders, whichever is the earliest." 7 ANNUAL REPORT 2016-17 "RESOLVED FURTHER, that the Company Secretary be and is hereby authorised to do all such acts, deeds and things and to sign all such documents as may be necessary, expedient and incidental thereto to give effect to this resolution." By order of the Board, New Delhi, S. N. Mukherjee 27th December, 2017 Company Secretary Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll vote instead of himself. The proxy need not be a member of the Company. Proxies in order to be effective must be received at the Registered Office of the Company not less than forty-eight hours before the time for holding the meeting. 2. The statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the items of special business is annexed. 3. The meeting is being held by shorter notice pursuant to consents pursuant to Section 101(1) of the Companies Act, 2013 being received from all the members. 4. Pursuant to application made by the Company in this behalf, Registrar of Companies, West Bengal has vide Order dated 28th August, 2017 granted extension of time by three months i.e. till 28th December, 2017 for holding the Annual General Meeting. 5. Pursuant to application made by the Company in this behalf, the Central Government (viz. Ministry of Corporate Affairs) has vide letter dated 24th October, 2017 been pleased to approve holding the Annual General Meeting at New Delhi. 8 NOTICE Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the items of special business set out in the Notice convening the Ninth Annual General Meeting to be held on 27th December, 2017 Item no. 3 Shri Vishwesh Chaube assumed charge as General Manager, Metro Railway, Kolkata on 9th May, 2017. Accordingly, in terms of Ministry of Railways (Railway Board) letter No. 2012/Proj./KMRCL/21/4/Pt. dated 30th January, 2014, he became the part-time Chairman of the Board of Directors of the Company with effect from that date. He relinquished charge as General Manager, Metro Railway, Kolkata on 30th October, 2017 and ceased to be the Chairman. Section 152(2) of the Companies Act, 2013 stipulates that save as otherwise expressly provided therein, every Director shall be appointed by the company in general meeting. The ordinary resolution set out under item no. 3 of the Notice is intended for the purpose. No Director, key managerial personnel or their relatives is concerned or interested in the same. Copy of the aforesaid letter of Ministry of Railways (Railway Board) is available for inspection of members at the Registered Office of the Company during business hours upto the date of the meeting and will also be available at the meeting. Item no. 4 Government of India, Ministry of Railways, Railway Board has vide letter No. 2014/E(O)II/40/8 dated 9th May, 2017 conveyed decision to give additional charge of the post of Director (Finance) of the Company on part-time basis to Shri Harekrushna Sahu, IRAS, Metro Railway, Kolkata with effect from the date of assumption of additional charge till such time the post is filled up through regular selection process by the Public Enterprises Selection Board or the date of superannuation or until further orders, whichever is the earliest. Shri Sahu has assumed charge of the post of Director (Finance) w.e.f. 9th May, 2017 (A/N). Section 152(2) of the Companies Act, 2013, stipulates that save as otherwise expressly provided therein, every Director shall be appointed by the company in general meeting. The ordinary resolution set out under item no. 4 of the Notice is intended for the purpose. Shri Sahu may be deemed to be concerned or interested in the resolution. No other Director, key managerial personnel or their relatives is concerned or interested in the same. Copy of the aforesaid letter of Ministry of Railways (Railway Board) is available for inspection of members at the Registered Office of the Company during business hours upto the date of the meeting and will also be available at the meeting.
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