irsdc annual report - welcome to indian railway station ... report 2015-16.pdf · 3 annual report...

ANNUAL REPORT

2015-16

INDIAN RAILWAY STATIONSDEVELOPMENT CORPORATION LIMITED

VISION

To be a leading organization in the field of development, redevelopment, operation and maintenance of railway stations with passenger amenities of international standards.

MISSION

To develop self-sustainable railway stations in the country with high standards of safety, comfort, user friendly passenger amenities, value added services and efficiency by adopting the best technological practices, sound financial strategy and optimum utilization of resources.

Contents

Page No.

Chairman’s Address

Directors’ Report

Annual Account

Balance Sheet

Statement of Profit & Loss

Cash Flow Statement

Significant Accounting Policies - Note No. 1

Notes to Accounts including disclosures - Note No. 2 to 33

Auditor’s Report

C&AG Comments

4

6

29

30

31

32

33

44

47

53

Annual Report 2015-161


BOARD OF DIRECTORS(As on 01-04-2016)

Mr. Mohan TiwariDirector

Mrs. Bhuvaneshwari K.Director

Mr. Rajendra PrasadDirector

Mr. Anil Kumar GuptaDirector

Mr. Ajit KumarDirector


KEY EXECUTIVES

Mr. S. K. LohiaChief Executive Officer

Mr. Prasant Kumar SahooCompany Secretary

Mr. Parag VermaChief Operating Officer

Ms. Yamini SahibChief Financial Officer

Statutory AuditorsBansal Gupta & Associates

C-37, 2nd Floor, Connaught Place,New Delhi - 110001

Main BankersIndian Overseas Bank

Registered Office4th Floor, Palika BhawanSector-XIII, R. K. Puram,

New Delhi - 110066

4

Ladies and Gentlemen,

Good afternoon,

On behalf of the Board of Directors, I take this opportunity of extending a very cordial welcome to you all in this th st4 Annual General Meeting of your company. The Annual Report for the Financial Year ending 31 March

2016, along with the Directors' Report, Audited Annual Accounts and Statutory Auditor's Report and the

report of Comptroller & Auditor General of India have already been circulated to you and I take them as read.

I would like to briefly share with you the details of the performance of the Company.

Financial Profile

thThis is the 4 year of operation of your company. During the period, the Company has earned interest of Rs

2.44 crores which has resulted in a profit of Rs 1.15 crore.

Operational Profile

You are aware that Eight (8) railway stations namely; Chandigarh(CDG), Habibganj(HBJ)-Bhopal, Shivaji

Nagar(SVJR)-Pune, Bijwasan (BWSN)-New Delhi, Anand Vihar (ANVR)-New Delhi, Surat-Gujarat,

Gandhinagar-Gujarat and SAS Nagar (Mohali) Punjab, have been entrusted to your Company for

development & feasibility study.

During the year 2015-16, IRSDC made the break-through by awarding the first railway station development

i.e. Habibganj Railway Station on the Indian Railway Network with land monetisation model for which

railways had been attempting since last many years. LoI (Letter of Intent) was issued on 10.03.2016 and

detailed Letter of Acceptance (LoA) has been issued on 07.06.2016. Being first of its kind, this pilot project is

expected to be the trendsetter Project for the entire station redevelopment program of the Ministry of

Railways. This is one of the five pilot projects initially entrusted to IRSDC by Railway Board through RLDA.

Developer has already signed the Development agreement on 14.07.2016 and has already registered a SPV

(Special Purpose Vehicle) for the implementation of the project. Financial closure of the project is also stexpected within next two months i.e. much ahead of the target of 1 week of December, 2016. For Surat

Project also IRSDC created a unique model by bringing all the three levels of Government i.e. Central

(Railways), State (GSRTC) and local (SMC) in agreeing to pool their lands and forming a JV for development

of truly seamless multimodal transportation hub. A MoU for the same was signed between IRSDC, GSRTC

and SMC on 17.08.2016 at Surat.

Chairman’s Address


5 Annual Report 2015-16

Corporate Governance

IRSDC complied with the conditions of Corporate Governance, as stipulated in the Guidelines on Corporate

Governance for Central Public Sector Enterprises (CPSEs) issued by the Department of Public Enterprises,

Government of India. As required under the said guidelines and provisions, a separate section on Corporate

Governance has been added to Directors' Report and a Certificate regarding compliance of conditions of

Corporate Governance has been obtained from a Practising Company Secretary.

Acknowledgement

Before I conclude, on behalf of the Board of Directors and the Company, I would like to extent special

thanks to, Ministry of Railways, Rail Land Development Authority; and also to our holding company Ircon

International Limited for their continued support and guidance. I would also like to place on record for the

commitment and hard work put in by our employees at all levels in achieving the growth of the Company.

I look forward to your unwavering support in this challenging but exciting process of building railway stations

of international standard for enhanced passenger amenities.

Jai Hind.

Place: New Delhi (Mohan Tiwari)

Dated: 26.09.2016 Chairman/IRSDC

6

To

The Members,

thYour Directors have pleasure in presenting 4 Annual Report on the working of the Company for the financial year st

ended on 31 March, 2016 together with Audited Annual Accounts, Auditors' Report for the reporting period.

FORMATION OF THE COMPANY

Indian Railway Stations Development Corporation Limited (IRSDC) was incorporated on April 12, 2012 as a Joint Venture of Ircon International Limited (IRCON) (A Govt. of India Undertaking, under Ministry of Railways) and Rail Land Development Authority (RLDA), a statutory authority under the Ministry of Railways with the aim to develop the Railway Stations across India with primary objective of augmenting and maintaining passenger amenities at stations in a holistic manner. IRSDC, in addition to redevelopment/remodelling/up gradation of level of passenger amenities shall be responsible to maintain station premises for a period of 45 years.

thThe Company obtained Certificate of Commencement of Business on 09 May, 2012 from the office of Registrar of Companies. The Equity stake of IRCON and RLDA in IRSDC is in the ratio of 51:49 respectively.

OPERATIONAL HIGHLIGHTS

In continuation to the 5 stations awarded in first phase by MoR through RLDA, 3 more stations have been awarded by MoR in this financial year. Your company takes pride to inform that during the year 2015-16, first railway station redevelopment project i.e. Habibganj Railway Station on the Indian Railway Network has been awarded. Being first of its kind project on this model in the country is expected to be the trendsetter Project for the entire station redevelopment programme of the Ministry of Railways.

stFurther, 1 stage bidding process of RFQ was set in motion for Bijwasan (BWSN) and Anand Vihar (ANVT) in New Delhi which are in advance stage for stepping forward to invite RFP (Request For Proposal). Although approval to the Concept and Master Plan has been obtained from UT Government for Chandigarh Railway Station development project but since the commercial area for development has been reduced considerably, the project viability is affected and therefore is under revision and discussion with Northern Railway for review of yard plan.

Unique models have been adopted for development of Surat and Gandhinagar railway stations in Gujarat. In case of Surat for the first time a project has been taken up where all three lavels of Government, i.e. Central, State and Local Government are pooling their lands and forming JVC (Joint Venture Company) for implementation of the project as special project with enhanced FSI (Floor Space Index) and other features. This station will be truly a Multi Modal Transportation Hub where seamless integration of all modes of transport will be done. In Gandhinagar the project of development of Railway Station with hotel on VGF (Viability Gap Funding), sharing between MoEF, MoR & GoG is in advance stage of finalisation. Expression of Interest for Surat-Gujarat and Gandhi Nagar-Gujarat, projects have been invited in order to create interest in the market.

So far as other stations are concerned, the development of Shivajinagar Railway Station is under approval by Pune Municipal Corporation. The development of SAS Nagar Mohali Railway Station is found to be unviable and has been proposed for de-entrustment.

Directors’ Report


7

FINANCIAL REVIEW

stDuring the financial year 2015-16, IRSDC has not raised additional equity share capital. Therefore, as on 31 March, 2016, the Company has paid up share capital of Rs 40.00 crores against authorized share capital of Rs 100.00 crores.

The Company made payments to the architectural and financial consultants amounting to Rs. 3.01 crores and common expenses of Rs. 3.26 crore i.e. total of Rs. 6.27 crores, which has resulted into Intangible Assets under development.

st During the year ended 31 March, 2016, the Company earned other income of Rs 2.44 crores mainly because of interest earned on fixed deposits made with banks. The Company has Profit Before Tax (PBT) and Profit After Tax (PAT) of Rs 2.44 crores and Rs 1.15 crores respectively for the year 2015-16.

FINANCIAL PERFORMANCE INDICATORS.

(Rs. in Crores)

S. No.

1

2

3

4

5

6

7

8

9

10

Particulars

Authorized Share Capital

Paid up Share Capital

Total Income

Total Expenses

Profit/(loss) before Tax

Profit/(loss) after Tax

Net Worth

Earnings per Share

Cash & Bank Balances

Intangible assets under development

2015-16

100.00

40.00

2.44

Nil

2.44

1.15

44.58

0.29

23.83

20.40

2014-15

100.00

40.00

2.93

Nil

2.93

1.98

43.44

0.49

28.25

14.13

DIVIDEND

Since the Company is in the initial stages of its business it has not earned any Operating Profit. Therefore, no dividend can be declared by the Company now.

PUBLIC DEPOSITS

During the Reporting year the company has not taken any deposits covered under or which are not in compliance with the requirements of chapter V of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments subsequent to the close of the financial year 31.03.2016 affecting the financial position of the Company.



CONTRACTS AND ARRANGEMENT WITH THE RELATED PARTIES

Details of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are required to be disclosed in AOC-2. However, the same has been disclosed in AOC-2 annexed thereto.

PARTICULAR OF LOANS, INVESTMENT AND GUARANTEE

The Company has not taken/given loans, guarantees or investments under section 186 during the year.

CONSERVATION OF ENERGY AND ENVIRONMENTAL CONCERNS

As the company's operations do not involve any manufacturing or processing activities, there are no significant particulars relating to conservation of energy, technology absorption under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year under review the Company had no earning and outgo in foreign exchange.

RISK MANAGEMENT POLICY

The Company has adopted the following measures concerning development and implementation of Risk Management Policy after identifying the following element of risks which in opinion of the Board may threaten the very existence of the Company;

a) Avoidance (eliminate, withdraw from or not become involved)b) Reduction(optimize-mitigate)c) Sharing (transfer-outsource or insure)d) Retention (accept and budget)

The following elements of Risks involved in the Project:

1. Pre-operative stage risk

a) Unavailability of Land records/mutationb) External Linkagesc) Financing Risksd) Planning Riskse) Approval Risks

2. Construction stage risk

a) Design riskb) Construction riskc) Approval risk

3. Operation phase risk

a) O & M riskb) Demand riskc) Payment riskd) Financial risk


4. Handover stage risk

a) Handover riskb) Terminal value risk

5. Other risk

a) Change in lawb) Force majeurec) Concessionaire defaultd) Government default

POLICY DEVELOPED AND IMPLEMENTED ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has developed the CSR and Sustainability Policy being the target for MoU 2015-16 as per the DPE guidelines but not implemented as the said provisions are not applicable for the time being to the Company.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The provisions of Section 178(1) are applicable to the Company and hence the Company has constituted a Nomination and Remuneration Committee as a matter of compliance to the provisions of the Companies Act, 2013.

COMPLIANCES

Presidential Directives

No presidential Directives were received during the year.

Particulars of Employees

During the period under review the Company had no employees in receipt of remuneration exceeding the limit prescribed, under section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Right to Information Act, 2005

As per the requirement of RTI Act, necessary updated information including names of the Appellate Authority, Central Public Information Officer and Assistant Public Information officer of the Company are posted on the Website. During the year, the Company has not received any queries.

Information Technology

The Company has its website in domain , which provides profile of the Company, Projects, Annual Reports, Tenders, Contact details etc. During the year, updates were made regarding projects, annual reports, tenders, RTI, contacts details etc.

Corporate Governance

“Management Discussion and Analysis Report” and “Corporate Governance Report” forms an integral part of this Directors' Report and have been placed as Annexure “A” and “B” respectively.

http://www.irsdc.in

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 (5) referred to in clause (c) of sub-section (3) of Section 134 of the companies Act, 2013, your Directors confirm that:

(I) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 2015-16 and of the profit & loss of the company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

BOARD OF DIRECTORSDuring April 2015 to March 2016, Six meetings of Board of Directors were held with one meeting in each of the quarter.

th th th th th thMeetings were held on 7 April 2015, 8 & 15 July, 2015, 15 October, 2015, 26 October, 2015, 6 January, 2016 and

th10 March, 2016.

The following Directors ceased to hold office during the financial year 2015-16:-

1.

2.

3.

4.

5.

1.

2.

3.

Mr. Mohan Tiwari, Director

Mr. Anil Kumar Gupta, Director

Ms. Bhuvaneshwari K., Director

Mr. Rajendra Prasad, Director

Mr. Ajit Kumar, Director

Mr. Vijay Garg

Mr. Basant Kumar Singh

Mr. Deepak Sabhlok

Since Incorporation (From 12.04.2012)

From 14/01/2016

From 14/01/2016

From 26/08/2015

From 18/08/2015

Ceased to be Director due to withdrawal of his nomination by Rail LandDevelopment Authority and Mr. Rajendra Prasad was nominated.Held office from 04.08.2014 to 25.08.2015.

The following Directors are holding office as on date:

Ceased to be Director due to withdrawal of his nomination by Rail LandDevelopment Authority and Mr. Ajit Kumar was nominated.Held office from 19.09.2014 to 26.06.2015.

Ceased to be Director due to withdrawal of his nomination by IrconInternational Limited and Mr. Anil Kumar Gupta was nominated.Held office from 12.04.2012 to 07.01.2016.

4. Ms. Anju Ranjan Ceased to be Director due to withdrawal of her nomination by IrconInternational Limited and Ms. Bhuvaneshwari.K was nominated.Held office from 01.09.2013 to 07.01.2016.



AUDITORS

M/s Bansal Gupta & Associates was appointed by the Comptroller and Auditor General of India,as Statutory Auditor, to audit the accounts of the Company for the year 2015-16.There is no reservation or qualification in their report.

EXTRACTS OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, an extracts of the Annual Return for the year 2015-16 is required to be attached with the Directors' Report as“Annexure C” as per MGT 9.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the support and co-operation extended by IRCON, RLDA, Ministry of Railways, the Auditors and Bankers of the Company.

We place on record our sincere appreciation for all the employees of the Company at all levels for their tireless efforts, dedication, and sincerity of purpose in improving the performance of the Company.

For and on behalf of the Board of Directors

(Anil Kumar Gupta) (Mohan Tiwari) DIRECTOR CHAIRMAN DIN: 07263307 DIN: 00191363

Place: New DelhiDate: 31.08.2016

12

ANNEXURE A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


AN OVERVIEW

Indian Railway Stations Development Corporation Limited (IRSDC), a Special Purpose Company made by Ministry of Railways as a Joint Venture company of Ircon International Limited (IRCON) (A Govt. of India Undertaking, under Ministry of Railways, a Schedule 'A', Mini Ratna - category I Company) and Rail Land Development Authority (RLDA), a statutory authority under the Ministry of Railways, was incorporated under the Companies Act, 1956 on 12th April, 2012. The Company has obtained a Certificate of Commencement of Business on 09th May 2012 from the office of Registrar of Companies. The Equity stake of IRCON and RLDA in IRSDC is in the ratio of 51:49,

The Company is undertaking the work of development/re-development of the existing /new railway station (s) which will consist of upgrading the level of passenger amenities by new constructions/renovations including re-development of the station buildings, platform surfaces, circulating area, etc., to better standards so as to serve the need of the passengers. It will also undertake project for development of real estate on Railway/Government land and its commercial utilization as may be required in connection with development of railway stations.

BUSINESS ENVIRONMENT

In the budget 2013-14 speech of honourable Railway Minister, Mr. Sadananda Gowda it is stated “……we will take up development of identified stations to international standards with modern facilities and passenger amenities on the lines of newly developed airports through PPP mode. Initially, Indian Railways would develop at least 10 major stations of metro cities and important junctions with state-of-the-art facilities, leveraging land and air space in and around the stations.”

Therefore there is opportunity available for IRSDC to take up more works in future.

OUTLOOK

The Vision/Mission and objectives of the Company as approved by the Board of Directors of the are:-

Vision

To be a leading organization in the field of development, redevelopment, operation and maintenance of railway stations with passenger amenities of international standards.

Mission

To develop self-sustainable railway stations in the country with high standards of safety, comfort, user friendly passenger amenities, value added services and efficiency by adopting the best technological practices, sound financial strategy and optimum utilization of resources.

FINANCIAL PERFORMANCE

stDuring the financial year 2015-16, IRSDC has not raised additional equity share capital. Therefore, as on 31 March, 2016, the Company has paid up share capital of Rs 40.00 crores against authorized share capital of Rs 100.00 crores.The Company made payments to the architectural and financial consultants amounting to Rs. 3.01 crores and common expenses of Rs. 3.26 crore i.e. total of Rs. 6.27 crores, which has resulted into Intangible Assets under development.

st During the year ended 31 March, 2016, the Company earned other income of Rs 2.44 crores mainly because of interest earned on fixed deposits made with banks. The Company has Profit before Tax (PBT) and Profit After Tax (PAT) of Rs 2.44 crores and Rs 1.15 crores respectively for the year 2015-16.


OPERATIONAL PERFORMANCE

In continuation to the 5 stations awarded in first phase by MoR through RLDA, 3 more stations have been awarded by MoR in this financial year. Your company takes pride to inform that during the year 2015-16, first railway station redevelopment project i.e. Habibganj Railway Station on the Indian Railway Network has been awarded. Being first of its kind project on this model in the country is expected to be the trendsetter Project for the entire station redevelopment programme of the Ministry of Railways.

stFurther, 1 stage bidding process of RFQ was set in motion for Bijwasan (BWSN) and Anand Vihar (ANVT) in New Delhi which are in advance stage for stepping forward to invite RFP (Request For Proposal). Although approval to the Concept and Master Plan has been obtained from UT Government for Chandigarh Railway Station development project but since the commercial area for development has been reduced considerably, the project viability is affected and therefore is under revision and discussion with Northern Railway for review of yard plan.Unique models have been adopted for development of Surat and Gandhinagar railway stations in Gujarat. In case of Surat for the first time a project has been taken up where all three lavels of Government, i.e. Central, State and Local Government are pooling their lands and forming JVC (Joint Venture Company) for implementation of the project as special project with enhanced FSI (Floor Space Index) and other features. This station will be truly a Multi Modal Transportation Hub where seamless integration of all modes of transport will be done. In Gandhinagar the project of development of Railway Station with hotel on VGF (Viability Gap Funding), sharing between MoEF, MoR & GoG is in advance stage of finalisation. Expression of Interest for Surat-Gujarat and Gandhi Nagar-Gujarat, projects have been invited in order to create interest in the market. So far as other stations are concerned, the development of Shivajinagar Railway Station is under approval by Pune Municipal Corporation. The development of SAS Nagar Mohali Railway Station is found to be unviable and has been proposed for de-entrustment.

STRENGTHS

Company is JV of IRCON & RLDA. IRCON with vast national and international experience of infrastructure projects as well as development of commercial, institutional, industrial and residential properties and whereas RLDA has the statutory mandate for commercial development of the identified surplus railway land and airspace at stations assigned to it by MOR across all zonal railways.

1. Availability of Manpower from IRCON & Railways.2. Experience of IRCON & RLDA for construction and land development respectively.3. Support from MoR.

RISKS AND CONCERNS

Projects carry inherent risk since it is to be implemented out of the revenue realised from the commercial development of land at Railway Stations by Developers. The Major Risk is of time over run due to delay in finalisation of plans & parameters by Railways and local authorities. Both being independent bodies, IRSDC does not have any control over them.The real estate market is not predictable which may result in non-realisation of expected land values. Moreover, response to the project from developers may not be encouraging, based on RLDA's experience in recent times.

INTERNAL CONTROL SYSTEM

Your Company has appointed M/s D.D Bansal & Associates, Chartered Accountants as Internal Auditors for the year 2015-16. Internal Auditors conduct audits of the Company in two phases to test the adequacy of the internal control systems and suggest continual improvements. Internal Audit reports are reviewed by the Audit Committee and Board of Directors of the Company.

HUMAN RESOURCE

The employees of IRSDC are a combination of those who have been appointed by the Company and the employees who are on deputation basis from IRCON and RLDA.

14

ANNEXURE B

REPORT ON CORPORATE GOVERNANCE

Members of the

Boards of public

companies

(excluding IRSDC

and private

companies)

Directors

Mr. Mohan Tiwari

Mr. Anil Kumar Gupta

Mrs. Bhuvaneshwari K.

Mr. Rajendra Prasad

Mr. Ajit Kumar

Part-Time Chairman

Part-Time Director

Part-Time Director

Part-Time Director

Part-Time Director

2

4

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

2

2

NIL

2

Total No. of Committee

memberships held

(including IRSDC & excluding

private companies)

As

Chairman

As Member

other than

Chairman

Whole-time / part-time

BOARD OF DIRECTORSst(As on 31 March, 2016)


1. Company's PhilosophyIt is the constant endeavor of the Company to adopt and maintain the highest standards of ethics in all spheres of business activities.

2. Governance StructureThe company is managed by the Board of Directors, which formulates strategies, policies and reviews performance periodically.

Board of holding company also reviews the performance of the Company. Minutes of the Board meetings, statement of all significant transactions and arrangements entered into by the Company, and unaudited quarterly results are placed for consideration before the Audit Committee / Board Meeting of the holding company.

Apart from part-time Directors on the Board of IRSDC, the holding company has nominated a Chief Executive Officer below the board level, for management of day to day affairs of the Company.

3. Board of Directors

3.1 Composition of Board of DirectorsAs per Articles of Association (AOA) (Article 39) of the Company, the number of Directors shall not be less than three and not more than twelve. As per AOA (Article 41), the three Directors shall be nominated by holding company, Ircon International Limited and two Directors from Rail Land Development Authority.

Present strength of the Board of Directors is Five comprising of part-time directors including part-time chairman nominated by the Joint Venture Partners.

3.2 The details of directors as on the date of this report are given below:

15

Members of the

Boards of public

companies

(excluding IRSDC

and private

companies)

Directors

Mr. Deepak Sabhlok

[Ceased to be Director due

to Nomination withdrawn by

Ircon International Limited

and nominate Mr. Anil

Kumar Gupta. [Held office

from 12.04.2012 to

07.01.2016]

Nominee Director

Nominee Director

Nominee Director

Nominee Director

2

NIL

NIL

NIL

1

-

-

-

5

1

1

1

Total No. of Committee

memberships held

(including IRSDC & excluding

private companies)

As

Chairman

As Member

other than

Chairman

Whole-time / Part-time /Nominee

Directors who Ceased to hold office(during 2015-16)

Ms. Anju Ranjan

[Ceased to be Director due to

Nomination withdrawn by

Ircon International Limited

and nominate Ms.

Bhuvaneshwari.K [Held office

from 01.09.2013 to

07.01.2016]

Mr. Vijay Garg

[Ceased to be Director due to

Nomination withdrawn by

Rail Land Development

Authority and nominate Mr.

Rajendra Prasad. Held office

from 05.08.2014 to

25.08.2015]

Mr. Basant Kumar Singh

[Ceased to be Director due

to Nomination withdrawn

by Rail Land Development

Authority and nominate Mr.

Ajit Kumar. Held office from

19.09.2014 to 26.06.2015]


16

Directors

Mr. Mohan Tiwari

Mr. Deepak Sabhlok

Mrs. Anju Ranjan

Mr. Vijay Garg

Mr. B. K. Singh

Mr. Rajendra Prasad

Mr. Ajit Kumar

6

5

5

2

1

4

4

6

5

5

2

1

4

4

YES

YES

YES

YES

NO

YES

YES

No. of Board Meetings during 2015-16

Attended last Annual

General Meeting

Held(during their

respective tenures)

Attended

Leave of absence was granted under the Companies Act.


Notes:1. Directors are not related to each other.2. Directors do not have any pecuniary relationships or transactions with the company.3. The Directorships / Committee memberships are based on the latest disclosure received from Director4. Committee memberships of Audit Committees, Shareholders' / Investors' Grievance Committees and CSR &

Sustainable Development Committee of all Public Limited Companies have been considered.5. None of the Director is a Member of more than 10 Committees or Chairman of more than 5 Committees,

across all the companies in which he is a Director.

4. Disclosures about DirectorsAs per the disclosures made by the directors in terms of section 184 (1) of the Companies Act, 2013 and rule 9(1) and 16 (1) of the companies (Meeting of Board and its Powers) Rules, 2014, no relationship exists between directors inter-se. The Directors of the Company are appointed/nominated by the Ircon International Limited (IRCON),holding company and Rail Land Development Authority (RLDA) in terms of Article 42 of the Articles of Association of the Company.

4.1 Remuneration of Directors Part-time directors, nominated on the Board by the holding company, do not draw any remuneration from the Company.No sitting fee is paid to the part-time directors

5. Board procedureBoD Meetings and Attendance during 2015-16:

th th thThe Board of Directors met 6 times during the financial year 2015-16 on 7 April 2015, 15 July, 2015, 15 th th thOctober, 2015, 26 October, 2015, 6 January, 2016 and 10 March, 2016.

Details of attendance of the Directors during 2015-16 are given below: -


1. Audit Committee

6.1 Terms of Reference

The Paid-up Share Capital of the Company has been increased from Rs. 20 crores to Rs.40 crores during the

financial year 2013-14 is in the ratio of 51:49 between IRCON and RLDA.Consequently in compliance of section

292A of Companies Act, 1956, the Board of Directors constituted the Audit Committee at its meeting held on th30 October 2012. The Terms of Reference of the Audit Committee as given in DPE Guidelines on Corporate

Governance, Chapter- 4,Para 4.2 to Para 4.5 was adopted by the BoD. In brief they include the following core

areas:

1) Overseeing the company's financial reporting process and the disclosure of its financial information to ensure

that the financial statements are correct, sufficient and credible.

2) Reviewing, with the management, the annual financial statements before they are approved by the Board of

Director In particular:-

a. Matters required to be included in the Directors' Responsibility Statement to be included in the

Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications in the draft audit report.

3) Reviewing, with the management, the quarterly financial statements before they are approved by the Board

of Director.

4) Management discussion and analysis of financial condition and results of operations;

5) Reviewing, with the management, performance of internal auditors and adequacy of the internal control

systems.

6) Discussion with auditors – both internal and statutory auditors – to address significant issues and follow up

thereon.

7) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure, coverage and

frequency of internal audit.

8) Recommending to the Board the fixation of audit fees.

9) Reviewing the appointment, reappointment remuneration, and removal etc of internal auditor.

10) Reviewing the Certification/declaration of financial statements by the Chief Executive/Head of Finance.

6.2 Audit Committee – Composition

The Audit Committee of the Board, consisting of three part-time Directors of the Company, was constituted on

30.10.2012 with the approval of Board of Directors adopting the terms of reference as given in DPE Guidelines th

on Corporate Governance dated 14 May, 2010, para 4.2 to para 4.5.

The present composition of the committee is:

Mr. Ajit Kumar -- Part-time Director as Member

Mr. Anil Kumar Gupta -- Part-time Director as Member

Ms. Bhuvaneshwari.K -- Part-time Director as Member

Mr, Prasant Kumar Sahoo, Company Secretary, is the Secretary of the Audit Committee.

18

AGMNo.

1st 2012-13 12th September 2013 1530 Company’s Registered Office, Delhi

2nd 2013-14 26th September 2014 1630 Company’s Registered Office, Delhi

FinancialYear

Date of HoldingMeeting

Time Location


2. General Body Meetings

7.1 Annual General Meeting

The Annual General Meetings were held as under:

3rd 2014-15 3rd September 2015 1600 Company’s Registered Office, Delhi

7.2 Extra-Ordinary General MeetingNo Extraordinary General Meeting was held during the year 2015-16.

8. Compliance on Corporate GovernanceThis Report duly complies with the legal requirements in respect of data that should be disclosed in a corporate governance report for the year 2015-16. Certificate obtained from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance is placed as Annexure “B-1” to this report.

9. DisclosuresMeans of communicationThe audited annual results are available on the website of the Company www.irsdc.in and at the Registered Office of the company.Address for Correspondence:The address of registered office of the company is:Indian Railway Stations Development Corporation Limited

th4 Floor, Palika Bhawan, Sector-XIII, R.K.Puram, New Delhi-110066Contact No. : 011-24672718Fax No. : 011-24672720E-Mail Id : [email protected] : www.irsdc.in

Management: Management Discussion & Analysis Report forms a part of the Annual Report.

20

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

(a) Date(s) of approval by the Board, if any:

(b) Amount paid as advances, if any: NIL

Form shall be signed by the persons who have signed the Board's report.

Sl. No.

1

2

3

4

Particulars of Transactions

Reimbursement to IRCON

Reimbursement to IRSDC

Reimbursement of Vehicle Hiring Expenses

Total

IRCON (in Rs.)

1,27,05,256.00

22,65,717.00

-

1,49,70,973.00

RLDA (in Rs.)

-

-

-

-


Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions

under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to

section 188.

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship- Ircon International Limited (A Govt. of India

Undertaking, Ministry of Railways) Rail Land Development Authority (A Statutory Authority under

Ministry of Railways, Govt. of India), Holding Company

(b) Nature of contracts/arrangements/transactions: Repetitive

(c) Duration of the contracts/arrangements/transactions: Monthly Basis

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

21

ANNEXURE- C

FORM NO. MGT -9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN

Registration Date

Name of Company

Category/Sub-Category of the Company

Address of the Registered Officeand contact details

whether listed company

Name, Address & Contact Details of Registrar& Transfer Agents (RTA), if any

U45204DL2012GOI234292

12/04/2012

Indian Railway Stations Development Corporation Limited

Company Limited by Share

4th Floor, Palika Bhawan, Sector-XIII, R. K. Puram,New Delhi-110066

No

N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Name and Description of

main products / services

S. No. NIC Code of the

Product / service

% to total turnover

of the company

To develop/re-develop the existing/new station (s) which

will consist of upgrading the level of passenger amenities

by new constructions/renovations including re-

development of the station buildings, platform surfaces,

circulating area etc., to better standards so as to serve

the need of the passengers.

1 - -

To undertake projects for development of real estate on

Railway/Government land and its commercial utilization

as may be required in connection with development of

railway stations.

2 - -

To undertake projects including planning, designing,

d e v e l o p m e n t , c o n s t r u c t i o n , i m p ro v e m e n t ,

commissioning, operation, maintenance and financing

of projects and various services relating thereto including

marketing, collecting revenues, etc. relating to railway

stations and railway infrastructure and all matters

relating thereto.

3 - -


22

Name and Address

of the Company

S. No. CIN/GLN Holding/Subsidiary

Associate

% of Shares

Held

Applicable

Section

M/s. IRCON International Ltd.1 U45203DL1976GOI008171 51% -Holding

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: –

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

(i) Category- wise Share HoldingCategory of

Shareholders

No. of Shares held at the

beginning of the year


end of the year

%

Change

during

the

year

A. Promoters

1) Indian

a) Individual / HUF

b) Central Govt.

c) State Govt (s)

d) Bodies Corp.

e) Banks / FI

f) Any Other...

Sub-total (A)

-

-

-

-

-

-

-

-

-

-

-

19,60,00,00

20,40,00,00

-

-

19,60,00,00

20,40,00,00

-

-

-

-

19,60,00,00

20,40,00,00

-

-

19,60,00,00

20,40,00,00

-

-

-

-

49%

-

51%

-

-

49%

-

51%

-

-

Demat DematPhysical Physical% of

Total

% of

Total

Total Total

(1) :-

2) Foreign

a) NRIs-Individuals

b) Other Individuals

c) Bodies Corp.

d) Banks / FI

f) Any Other...

Sub-total (A) (2) :-

Total shareholding

of Promoter (A)

= (A)(1)+(A)(2

-

-

-

-

-

-

-

-

-

-

4,00,00,000

-

-

-

-

-

4,00,00,000

-

-

-

-

-

100%

-

-

-

-

-

100%

-

-

-

-

-

-

-

-

-

-

-

NIL

4,00,00,000

-

-

-

-

-

4,00,00,000

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) Flls

h) Foreign Venture

Capital Funds

i) Others (specify)

Sub-total (B)(1) :-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-


23

Category of

Shareholders


beginning of the year


end of the year

%

Change

during

the

year

2) Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

I) Individuals

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)

HUF

Sub-total(B)(2) :-

Total Public

Shareholding

(B)=(B)(1)+(B)(2)

C. Shares held by

Custodian for

GDRs & ADRs

-

-

-

Demat DematPhysical Physical% of

Total

% of

Total

Total Total

4,00,00,000 4,00,00,0004,00,00,000 4,00,00,000100% 100%Grand Total

(A+B+C)

(ii) Shareholding of Promoters

Sl. No. Shareholder’sName

M/s. IRCON 20400000 2040000051% 51%- - -1

M/s. RLDA 19600000 1960000049% 49%- - -2

Shareholding at thebegining of the year

Shareholding at theend of the year

%changein shareholdingduring

theyear

No. ofShares

No. ofShares

% oftotal

sharesof the

company

% oftotal

sharesof the

company

% of SharesPledged/

encumberedto totalshares

% of SharesPledged/

encumberedto totalshares


24

1

2

3

4

5

6

7

8

9

10

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-


Shareholding at theend of the year

No. ofShares

No. ofShares

% oftotal

sharesof the

company

% oftotal

sharesof the

company

At the begining of the year

At the end of the year

Data wise Increase / Decrease in Promoters Shareholding during the Year specifying the reasonsfor increase/decrease (e.g. allotment/transfer/bonus/sweat/equity etc.)

No changes during the year




Cumulative Shareholdingduring the year

No. ofShares

No. ofShares

% oftotal

sharesof the

company

% oftotal

sharesof the

company

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

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs) :

For Each of the Top 10Shareholders

S. No.


25

2. Ms. Anju RanjanAt the begining of the yearIncrease or DecreaseAt the end of the year

1. Mr. Deepak SabhlokAt the begining of the yearIncrease or DecreaseAt the end of the year

3. At the begining of the yearIncrease or DecreaseAt the end of the year

Mr. Vijay Garg

4. Mr. Basant Kumar SinghAt the begining of the yearIncrease or DecreaseAt the end of the year5. Mr. Rajendra PrasadAt the begining of the yearIncrease or DecreaseAt the end of the year6. Mr. Ajit KumarAt the begining of the yearIncrease or DecreaseAt the end of the year7. Mr. Anil Kumar GuptaAt the begining of the yearIncrease or DecreaseAt the end of the year

100 100

Nil Nil


For Each of the Directors and KMP Cumulative Shareholdingduring the year

No. ofShares

No. ofShares

% of totalshares of the

company

% of totalshares of the

company

(v) Shareholding of Directors and Key Managerial Personnel :

100 100

0.00025 0.00025

Nil Nil

0.00025 0.00025

Nil Nil

Nil Nil

Nil Nil

Nil

Nil Nil

100 100

Nil Nil

0.00025 0.00025

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil NilNil Nil

100 1000.00025 0.00025

Nil NilNil Nil

Nil


8. Bhuvaneshwari K.At the begining of the yearIncrease or DecreaseAt the end of the year

Nil NilNil Nil

9. Mr. S. K. LohiaAt the begining of the yearIncrease or DecreaseAt the end of the year

Nil NilNil Nil

10. Ms. Yamini SahibAt the begining of the yearIncrease or DecreaseAt the end of the year

Nil NilNil Nil

100 1000.00025 0.00025

100 1000.00025 0.00025

Nil NilNil NilNil NilNil Nil

100 1000.00025 0.00025



Nil NilNil Nil

Nil NilNil Nil

100 1000.00025 0.00025

Nil NilNil Nil

Nil NilNil Nil

Nil NilNil Nil

10. Mr. Prasant Kumar SahooAt the begining of the yearIncrease or DecreaseAt the end of the year

Nil NilNil Nil


26

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding / accrued but not due for payment

TotalIndebtedness

TotalAmount

Deposits UnsecuredLoans

Secured LoansexcludingDeposits

Name of MD

Indebtedness at the beginning of

the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Net Change

Net Change

Change in Indebtedness during

the financial year

• Addition

• Reduction

Indebtedness at the end of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accured but not due

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Gross Salary

a) Salary as per provisions contained in section 17(1)

of the Income Tax Act, 1961

b) Value of perquisites u/s 17(2) Income Tax Act, 1961

c) Profits in lieu of salary under section 17(3)

Income Tax Act, 1961

1

Stock Option2

Sweat Equity3

Commission

-as% of profit

-Others, specify

4

Others, please specify5

Total (A)

Ceiling as per the Act

S. No. Particulars of remuneration

Mr.

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil


27

TotalAmount

TotalAmount

Name of Directors

Key Managerial Personnel

B. Remuneration to other directors:

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Independent Directors

• Free for attending board/ committee meetings

• Commission

• Others, please specify

Gross Salary

a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

c) Profits in lieu of Salary under section 17(3)

Income-tax Act, 1961

1

1

Total (1)

Stock Option

2

2

Other Non-Executive Directors

• Free for attending board / committee meetings

• Commission

• Others, please specify

Sweat Equity

Total (2)

Commission

-as% of profit

-Others, specify...

Total (B) = (1+2)

Others, please specify

Total Managerial

Total

Remuneration

Overall Ceiling as per the Act

S. No.

S. No.

Particulars of remuneration

Particulars of Remuneration

Ms.

CompanySecretary

Nil

19,81,957

Nil

20,62,935

Nil

45,45,387

Nil

5,00,495

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

9,821

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

19,81,957

Nil

Nil

20,62,935

Nil

Nil

45,45,387

Nil

Nil

5,10,316

Nil

NilNil NilNil

NilNil NilNil

Mr.

CFO

Mr.

CEO


28

Appealmade, ifany (giveDetails)

Details ofPenalty /

PunishmentCompoundingfees imposed

Authority[RD/NCLT/

COURT]

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Type Section oftheCompaniesAct

BriefDescription

None

None

None


29

IRSDCAnnual Accounts

2015-16


30

INDIAN RAILWAY STATIONS DEVELOPMENT CORPORATION LIMITEDBALANCE SHEETas at 31st March 2016

Particulars Note No. As at 31st March 2016 As at 31st March 2015

EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share Capital

(b) Reserves and Surplus

Non-current liabilities

(a) Long term liabilities

(b) Long term provisions

Current liabilities

(a) Trade payables

(b) Other current liabilities

(c) Short-term provisions

TOTAL

ASSETS

Non-current assets

(a) Fixed assets

(i)Tangible assets

(ii)Intangible assets

(iii)Intangible assets under development

(b) Non-current investments

(c) Deferred tax assets (Net)

(d) Long-term loans and advances

(e) Other non-current assets

Current assets

(a) Current investments

(b) Inventories

(c) Trade Receivables

(d) Cash and Bank Balances

(e) Short-term loans and advances

(f) Other current assets

TOTAL

1

2

3

II.

1

2

I.

2

3

4

-

5

6

7

8

-

9

-

10

11

12

13

14

15

400,000,000

45,820,848 445,820,848

-

- -

5,383,759

5,441,630

18,110,411 28,935,800

474,756,648

713,093

-

203,989,491

-

446,565

520,178

289,801 205,959,128

-

-

-

238,268,643

18,801,426

11,727,451 268,797,520

474,756,648

Significant Accounting Policies

Notes forming part of Financial Statements

1

2-32

III.

IV.

400,000,000

34,369,070 434,369,070

50,000

- 50,000

4,363,310

5,304,707

9,055,373 18,723,390

453,142,460

1,007,757

-

141,304,257

-

893,131

550,505

362,136 144,117,786

-

-

-

282,547,589

9,814,081

16,663,004 309,024,674

453,142,460

As per our Report of even date attached For and on behalf of the Board of DirectorsFor Bansal Gupta & AssociatesChartered AccountantsFRN 017358 N

CA.Sachin Purwar Yamini Sahib Prasant Kumar Sahoo Sanjeev Kumar Lohia Mohan TiwariPartner Chief Financial Officer Company Secretary Chief Executive Officer DirectorM. No 400908 DIN-00191363Place : DelhiDate : 31/08/16

(Figure in )


31

Particulars Note No.

Revenue :

Revenue from operations

Other income

Total Revenue

Expenses:

Operating and administrative expenses :

- Operating Expenses

- Administrative Expenses

Employee remuneration and benefits

Depreciation and amortization expense

Finance Costs

Prior Period Adjustments

Total Expenses

Profit/(Loss) Before Tax (I - II)

Tax expense:

(1) Current tax

- For the year

- For earlier years (net)

(2) Deferred tax (net)

Total Tax Expense

Profit/(Loss) for the period (III - IV)

Earnings per equity share - Basic and Diluted ( in Rs.)

Significant Accounting Policies

Notes forming part of Financial Statements

I.

II.

III.

IV.

V.

VI.

VII.

VIII.

-

16

17

18

8

-

-

10

25

1

2-32

INDIAN RAILWAY STATIONS DEVELOPMENT CORPORATION LIMITEDSTATEMENT OF PROFIT AND LOSSFor the year ended 31st March 2016

For the year ended31st March 2015

-

29,260,567

29,260,567

-

-

-

-

-

-

-

29,260,567

9,055,373

(278,577)

709,501

9,486,297

19,774,270

0.49

For the year ended31st March 2016

-

24,351,392

24,351,392

-

-

-

-

-

-

-

24,351,392

7,604,736

4,848,312

446,566

12,899,614

11,451,778

0.29

(Figure in )




32

INDIAN RAILWAY STATIONS DEVELOPMENT CORPORATION LIMITEDCash Flow Statementfor the year ended 31st March, 2016

Particulars

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax

Adjustments for:

Depriciation and amortisation

Interest income

Operating profit / (loss) before working capital changes

Changes in working capital *:

Adjustments for (increase) / decrease in operating assets:

Short-term loans and advances

Long-term loans and advances

Other current assets

Other non-current assets

Adjustments for increase / (decrease) in operating liabilities:

Long-term liabilities

Trade payables

Other current liabilities

Cash generated from operations

Cash flow from prior period and extraordinary items

Net income tax paid (including TDS) (Net of Refund)

Net cash flow from / (used in) operating activities

B. Cash flow from investing activities

Addition to Intangible assets under development

Purchase of Fixed Assets

Sale of Assets

Interest received on Fixed Deposit

Net cash flow from / (used in) investing activities

C. Cash flow from financing activities

Proceeds from issue of equity shares

Net cash flow from / (used in) financing activities

Net increase / (decrease) in Cash and cash equivalents

Cash and cash equivalents (Opening)

Cash and cash equivalents (Closing)

Net increase / (decrease) in Cash and cash equivalents (A+B+C)

(1)

(2)

(1-2)

(A)

(B)

(C)

(A+B+C)

(D)

(E)

(D-E)

For the year ended31st March 2015Rs. Rs.

29,260,567

-

(29,071,337) (29,071,337)

189,230

(2,586,201)

(131,905)

(72,636)

(100,809)

50,000

(4,055,144)

3,823,617

(3,073,078)

(2,883,848)

-

11,602,070

(14,485,918)

(43,725,141)

(482,755)

-

30,534,602 (13,673,294)

(13,673,294)

- -

-

(28,159,212)

310,706,801

282,547,589

(28,159,212)

For the year ended31st March 2016Rs. Rs.

24,351,392

-

(23,492,252) (23,492,252)

859,140

(105,633)

30,327

23,676

(72,335)

(50,000)

(1,020,449)

(2,441,823)

(1,450,669)

(591,529)

-

9,700,976

(10,292,505)

(62,345,486)

(211,972)

166,888

28,404,129 (33,986,441)

(33,986,441)

- -

-

(44,278,946)

282,547,589

238,268,643

(44,278,946)

(Figure in )




33

(i) Basis of Preparation

(a) The financial statements are prepared according to the historical cost convention on accrual basis and in line with the fundamental accounting principles of prudence, consistency and materiality.

(b) The financial statements are reported in Indian rupees except where otherwise stated.

(ii) Statement of Compliance

The financial statements are prepared on the basis of generally accepted accounting principles (“GAAP”) in India and the provisions of the Companies Act, 1956 read with the General Circular 15/2013 dt 13.09.2013 of the Ministry of Corporate affairs in respect of Sec 133 of the Companies Act 2013.

(iii) Fixed assets- Tangible Assets

(a) Tangible Assets are stated at historical cost less accumulated depreciation and any impairment in value.

(b) The machinery spares which can be used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalized & depreciated/amortized in the balance life of such fixed assets.

(c) Incidental expenditure during construction period incurred up to the date of commissioning is capitalized.

(iv) Fixed Assets - Intangible Assets

(a) Intangible assets; Intangible assets are stated at cost less accumulated amortization.

(b) Intangible assets under development; Intangible assets under development represents ongoing expenditure incurred in respect of the Consultancy Project and is carried at cost. Cost includes all direct expenditure incurred and overheads (including allocation of depreciation of fixed assets, insurance premium & rent etc.) that are necessary for creating, producing and making the asset ready for its intended use and that can be allocated on a reasonable and consistent basis.

(v) Investments

(a) Non-current investments are valued at cost less provision for permanent diminution in value, if any.

(b) Current investments are valued at lower of cost and fair value.

(vi) Cash and Bank Balances

Cash and bank balances comprise of cash at bank, cash in hand, cheques in hand, demand deposits and bank deposits with maturity period upto 12 months from balance sheet date.

For the purpose of cash flow statement, cash and cash equivalents consist of cash and bank balances, cheques in hand and demand deposits net of bank overdrafts.

SIGNIFICANT ACCOUNTING POLICIES

Note No.1.


34

(vii) Provisions

Provision is recognised when:

(a) The Company has a present obligation as a result of a past event;

(b) A probable outflow of resources is expected to settle the obligation; and

(c) A reliable estimate of the amount of the obligation can be made.Reimbursement, of the expenditure required to settle a provision is recognised as per contract provisions or when it is virtually certain that reimbursement will be received. Provisions are reviewed at each balance sheet date.

(viii) Revenue Recognition

The Company is currently involved in technical and financial feasibility studies of the assigned Railway Stations which will lead to commercial revenue in subsequent years as enunciated in the notes to accounts. The interest income is recognized on mercantile basis.

(ix) Depreciation & Amortization

(a) Tangible Assets

Depreciation on Tangible assets is provided on straight line basis (SLM) in the manner and at the rates specified in Schedule XIV of the Companies Act, 1956 read with the General Circular 15/2013 dt 13.09.2013 of the Ministry of Corporate affairs in respect of Sec 133 of the Companies Act 2013 at the following depreciation rates.

Tangible assets acquired during the year, individually costing up to Rs. 5,000/- are fully depreciated, by keeping Re.1 as token value for identification.

(b) Intangible AssetsIntangible assets at cost shall be amortized on a systematic basis over the best estimates of its useful life. The amortization shall commence when the assets is available for use.

Software cost exceeding Rs 25 lakh each is amortised over a period of 36 months on straight line basis from the date of successful commissioning of the software subject to review at each financial year end. Software cost up to Rs 25 Lakhs in each case is fully depreciated in the year of purchase.

(x) Borrowing Cost

(a) Borrowing cost in ordinary course of business are recognised as an expense in the period in which they are incurred.

(b) Borrowing cost that is directly attributable to acquisition, construction or production of a qualifying asset is capitalized as part of the cost of the asset.

S. No.

(I)

(ii)

(iii)

Name of Fixed Assets

Office Equipment

Computer including UPS, Inverters and Mobile Handsets

Furniture & Fixtures

Rate taken in Balance Sheet

19.00%

31.67%

23.75%


35

(xi) Retirement Benefits

(a) The persons working for the company are on nomination/secondment basis and are on the rolls of its Holding Company / Parent Organization. Provision for leave encashment, gratuity and other retirement benefits is held by its Holding Company based on actuarial valuation at the year end. But the expenses are booked in the books of the account of the Company.

(b) Similarly, Provident Fund contribution of the employees on nomination/secondment is held by the Holding Company / Parent Organization to its PF Trust on accrual basis.

(c) Similarly all other provisions of Retirement Benefits of the employees on nomination/ secondment basis is held by its Holding Company.

(xii) Accountal for Deposits for utilities

Small deposits for public utility services like water, gas, electricity, telephone etc upto a limit of Rs 15,000/- are charged off in the year in which the deposit is made.

(xiii) Taxes

(a) Taxes including current income tax are computed using the applicable tax rates and tax laws. Liability for additional taxes, if any, is provided / paid as and when assessments are completed.

(b) Deferred income tax is computed using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

(xiv) Segment Reporting

The Company has no diversification in the business, hence there is no segment reporting.

(xv) Contingent Liabilities and Contingent Assets

(a) Contingent Liabilities are disclosed in either of the following cases:(i) a present obligation arising from a past event, when it is not probable that an outflow of resources

will be required to settle the obligation; or(ii) a reliable estimate of the present obligation cannot be made; or(iii) a possible obligation, unless if the probability of outflow of resource is remote.

(b) Contingent Assets are neither recognised, nor disclosed.

(c) Contingent Liability and Provisions needed against Contingent Liability and Contingent Assets are reviewed at each balance sheet date.

(d) Contingent Liability is net of estimated provisions considering possible outflow on settlement.

(xvi) Prior period adjustment and extraordinary items

Income/expenditure relating to prior period and prepaid expenses not exceeding Rs. 50,000/- in each case are treated as income/expenditure of the current year.


36

Particulars

Particulars

As at31st March 2015


INDIAN RAILWAY STATIONS DEVELOPMENT CORPORATION LIMITEDSHARE CAPITAL



1,000,000,000

400,000,000

400,000,000

14,594,800

19,774,270

34,369,070

1,000,000,000

400,000,000

400,000,000

34,369,070

11,451,778

45,820,848

Authorized

10,00,00,000 Equity shares of Rs 10 each

(P.Y. 10,00,00,000 Equity shares of Rs 10 each)

Issued, Subscribed & Paid-up

4,00,00,000 Equity shares of Rs. 10 each-fully paid

(P. Y. 4,00,00,000 Equity shares of Rs 10 each - fully paid)

Total

Surplus/(Deficit) in Statement of Profit and Loss

Opening balance

Net Profit/(Loss) for the current year

Total

Particulars

Particulars


For the Year 2014-15


For the Year 2015-16

20,400,000 51%

19,600,000 49%

40,000,000 100%

20,400,000 51%

19,600,000 49%

40,000,000 100%

Ircon International Limited - Holding Company (IRCON)

Rail Land Development Authority -Associate Concern (RLDA)

Total

Opening Share Capital

Add : Share issued to Ircon International Limited

Holding Company (IRCON)

Share issued to Rail Land Development

Associate Concern

Closing Share Capital

i) Distribution of number of shares held:

No. of Shares

No. of Shares

No. of Shares%age

Amount Rs.

%age

ii) Reconciliation of Share Capital:

40,000,000 400,000,000

- -

- -

40,000,000 400,000,000

No. of Shares Amount Rs.

40,000,000 400,000,000

- -

- -

40,000,000 400,000,000

iii) Reserves and Surplus

(Figure in )


37

Particulars

Particulars

Particulars

Particulars




iv) Long Term Liabilities





50,000

50,000

1,450,302

9,055,373

7,604,736

18,110,411

130,000

707,930

4,466,777

5,304,707

-

-

-

9,055,373

-

9,055,373


930,000

3,214,812

1,296,818

5,441,630

(a) Other Liabilities

- Retention Money /Security Deposit

Total

Trade Payables

- Micro, Small & Medium Enterprises

(Refer Note No. 26)

- Others

(a) Contractors & Suppliers

(b) Staff

(c) Related Parties -

M/s Ircon International Limited,

(Holding Company)

M/s Rail Land Development Authority,

(Associate Concern)

Total

(A)Other Provisions :

Provision for Income Tax : 2013-14



Total

(a) Deposits & Retention Money

(b) Statutory Dues

(c) Others

Total

v) Trade Payables

vi) Other Current Liabilities

vii) Short-term provisions

-

1,754,088

-

3,629,671

-

5,383,759

-

1,623,005

37,000

2,703,305

-

4,363,310

(Figure in )

(Figure in )

(Figure in )

(Figure in )


38

Fix

ed

As

sets

G

ross B

lock

Accu

mu

late

d D

ep

recia

tio

nN

et

Blo

ck

As a

t A

dd

itio

ns S

ale

s/

A

s a

tA

s a

t

F

or

the

S

ale

s/

As a

t A

s a

t

01.0

4.2

015

A

dju

stm

ents

31.0

3.2

016 0

1.0

4.2

015

y

ear

A

dju

stm

ents

31.0

3.2

016 3

1.0

3.2

016

(i)

Tan

gib

le A

ssets

Com

pute

rs

9

09,3

99

143,0

70

(126,5

00)

9

25,9

69

486,2

37

247,6

10

(57484)

676,3

63

2

49,6

06

Mobile

Handse

t 3

1,0

00

-

(1

5,0

00)

1

6,0

00

14,9

37

8,7

85

(13,5

86)

10,1

36

5,8

64

Offic

e E

quip

ments

7

28,2

86

7,9

05

(2

5,3

88)

7

10,8

03

337,9

85

134,8

61

(13,0

04)

459,8

42

2

50,9

61

Furn

iture

, F

ixtu

res,

Furn

ishin

gs

2

99,8

24

60,9

97

-

3

60,8

21

121,5

93

32,5

66

-

154,1

59

2

06,6

62

GR

AN

D T

OTA

L C

UR

RE

NT

YE

AR

1,9

68,5

09

211,9

72

(166,8

88)

2,0

13,5

93

960,7

52

423,8

22

(84,0

74)

1,3

00,5

00

713,0

93

PR

EV

IOU

S Y

EA

R

1,4

85,7

54

482,7

55

-

1,9

68,5

09

524,0

80

436,6

72

- 9

60,7

52

1

,007,7

57

8)

Fix

ed

Assets

(Fig

ure

in

)


39

Particulars

Particulars

Balance as at31st March 2016


Additions duringthe year 2015-2016

Utilisation

17,172,221 - 17,172,221

33,482,769 5,636,850 39,119,619

12,889,211 2,906,943 15,796,154

18,491,685 5,258,769 23,750,454

10,618,822 16,166,335 26,785,157

- 147,728 147,728

48,649,549 32,568,609 81,218,158

141,304,257 62,685,234 203,989,491

A. For development/Redevelopment of

Chandigarh Station

B. For development/Redevelopment of

Habibganj Station, Bhopal

C. For development/Redevelopment of

Shivaji Nagar Station, Pune

D. For development/Redevelopment of

Bijwasan Station, New Delhi

E. For development/Redevelopment of

Anand Vihar Station, New Delhi

F. For development/Redevelopment of

Surat Station, Gujrat

G. Common expenses for all stations

pending for allocation (Refer Note-20)

Total

Asset

- Preliminary Expenses written off 893,131 - 446,566 446,565

- Allowed for tax purpose when paid - - - -

893,131 - 446,566 446,565

Net Deferred Tax Asset / Liability 893,131 - 446,566 446,565

Previous Year 1,602,632 - 709,501 893,131

Break up of Intangible Assets under development

x) Deferred Tax Asset

Particulars Balance as at31st March 2015

ix) Intangible Assets under development

Additions duringthe year 2015-2016

141,304,257 62,685,234 203,989,491

141,304,257 62,685,234 203,989,491

Intangible Assets under development(Break up as under)

Total

Opening balanceas at 1st April 2015

Opening balanceas at 1st April 2015

Addition (Deletion)

during the yearAs at 1-04-2015

Total Total Total

(Figure in )

(Figure in )


40

Particulars

Particulars

Particulars







xi) Long Term Loans and Advances

xii) Other Non Current Assets

xiii) Cash & Bank Balances

408,105 408,105 490,491 490,491

112,073 112,073 60,014 60,014

520,178 550,505

283,903

78,233

362,136

-

-

20,322

-

62,589,280 62,609,602

219,937,987

282,547,589

A. Secured, considered good

Staff Loans and Advances

B.Unsecured, considered good

Staff Loans & Advances

Total


Interest Accrued on :

- Advances to staff

B. Unsecured, considered good

Interest Accrued on :

- Advances to staff

C. Insurance Claim Receivable for Laptop

Total

Cash and cash equivalents

Cash In hand

Cheques / drafts in hand

Balances with banks :

- In Current accounts

- In Flexi accounts

- In Fixed deposits (with a maturity period of

less than 3 months)

Other bank balances

- In Fixed deposits (with a maturity period of

more than 3 months and upto 12 months)

Total

Loans and Advances stated above include Rs. NIL (NIL) debts due by directors, firms in which any director is a partner or private company in which any director is a member.

212,170

39,663

37968

289,801

-

-

1,079,480

-

40,440,489 41,519,969

196,748,674

238,268,643

Other non current assets stated above include Rs. NIL (Nil) debts due by directors, firms in which any director is a partner or private company in which any director is a member.

(Figure in )

(Figure in )

(Figure in )


41

xv) Other Current Assets

xiv) Short Term Loans and Advances

Particulars As at31st March 2015


45,360

27,276

16,590,368

16,663,004

A) Interest Accrued on:

Staff loans and advances (secured)

Staff loans and advances (unsecured)

Fixed Deposit with banks

Total

Particulars As at31st March 2015


190,596

117,846

819,264

103,650

-

8,582,725 9,623,485

- -

-

9,814,081


Staff Loans and Advances

B. Unsecured, considered good

I. Staff Loans and Advances

Income Tax Refund (AY 2013-14)

Income Tax Refund (AY 2014-15)

Advance Tax & TDS (AY 2015-16)

Advance Tax & TDS (AY 2016-17)

Ministries of Railways

C. Considered Doubtful

Total

151,487

55,139

-

-

10,082,725

8,304,626 18,442,490

207,449 207,449

-

18,801,426

Loans and Advances stated above include Rs. NIL (Nil) debts due by Director, firms in which any director is a partner or private company in which any director is a member.

48,960

-

11,678,491

11,727,451

xvi) Other Income

Particulars 2014-152015-16

29,071,337

47,780

-

141,450

29,260,567

Interest on Fixed Deposits

Interest on staff advances

Profit on Sale of Assets

Others

Total

23,492,252

63,246

954

794,940

24,351,392

(Figure in )

(Figure in )

(Figure in )


42

xvii) Operating and Administrative Expenses

Particulars

Office Rent

Rates and Taxes

Vehicle Hiring Charges

Repairs and Maintenance

- Office and Others

Electricity charges

Insurance

Travelling & conveyance

Printing & stationery

Postage, Telephone & telex

Legal & Professional charges

Bank Charges

Auditors remuneration

(i) Audit Fee - current year

(ii) Tax Audit Fees - current year

(iii) Travelling & out of pocket expenses

Advertisement & publicity

Training & Recruitment

Stamp Duty Expenses

IRSDC Annual Day Expenses

Books & Periodicals

Conference & Meeting Expenses

Web site Expenses

Consumables

Miscellaneous expenses

Total

Less- Capitalised (Refer Note no.-19)

Total

xviii) Employee Remuneration and Benefits

Particulars 2015-16 2014-15

12,852,708

668,423

553,822

1,074,781

120,005

15,269,739

15,269,739

-

Salaries and other benefits

Contribution to provident and other funds

Foreign Service contribution

Retirement Benefits

Staff Welfare

Total

Less- Capitalised (Refer Note No.-19)

Total

16,000,509

980,613

586,548

1,403,210

115,663

19,086,543

19,086,543

-

Operating Administrative

2015-16

Operating Administrative

2014-15

4,384,012

-

1,130,644

85,578

429,975

18,312

1,968,508

365,769

151,027

1,584,842

-49

91,200

27,360

20,000

567,477

52,428

-

66,686

24,030

134,971

15,281

130,794

63,562

11,312,407

11,312,407

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

4,939,616

-

1,239,487

173,703

477,681

22,632

1,500,654

466,354

148,411

2,650,531

4,396

103,500

31,050

25,000

852,750

21,000

-

95,458

10,806

112,483

76,632

104,802

1,298

13,058,244

13,058,244

-

(Figure in )

(Figure in )


43

xx) Incidental Expenditure incurred & capitalised during development of Intangible Assets

Particulars 2015-16 2014-15

17,142,995

17,142,995

12,852,708 668,423 553,822 1,074,781 120,005 15,269,739

4,384,012 - 1,130,644

85,578 429,975 18,312 1,968,508 365,769 151,027 1,584,842

-49 138,560 567,477 52,428 - 66,686 24,030 134,971 15,281 130,794 63,562 11,312,407

436,672

436,672

27,018,818

44,161,813

A. Expenses:

Consultancy Charges

Sub-total (A)

B. Employee Remuneration and Benefits

Salaries, wages and other benefitsContribution to provident and other fundsForeign service contributionRetirement BenefitsStaff Welfare Sub-total (B)

C. Other Expenses

Office RentRates and TaxesVehicle Hiring ChargesRepairs and Maintenance - Office and OthersElectricity chargesInsuranceTravelling & conveyancePrinting & stationeryPostage, telephone & telexLegal & Professional chargesBank chargesAuditors remunerationAdvertisement & publicityTraining & RecruitmentStamp Duty ExpensesIRSDC Annual Day ExpensesBooks & PeriodicalsConference & Meeting ExpensesWeb site ExpensesConsumablesMiscellaneous expenses Sub-total (C)

Depreciation on Fixed Assets

Sub-total (D)

Sub-total (B+C+D)

Total (A+B+C+D)

30,116,625

30,116,625

16,000,509 980,613 586,548 1,403,210 115,663 19,086,543

4,939,616 - 1,239,487

173,703 477,681 22,632 1,500,654 466,354 148,411 2,650,531 4,396 159,550 852,750 21,000 - 95,458 10,806 112,483 76,632 104,802 1,298 13,058,244

423,822

423,822

32,568,609

62,685,234

(Figure in )


44

NOTES FORMING PART OF THE ACCOUNTS INCLUDING DISCLOSURES

Net Profit/(Loss) after tax (Rs.) 114.52 197.74

(Rs. in Lacs)

4,00,00,000 4,00,00,000

0.29 0.49

0.29 0.49

Particular For the year 2015-16 For the year 2014-15

No of weighted average shareof Rs 10 each fully paid up

Basic EPS

#Diluted EPS

# As there is no dilution involved, Diluted earnings per share is same as basic earnings per share.


20. (i) To meet Indian Railway Stations Development Corporation Limited (IRSDC) was incorporated on April 12, 2012 as a Joint Venture of Ircon International Limited (IRCON) (A Govt. of India Undertaking, under Ministry of Railways) and Rail Land Development Authority (RLDA), a statutory authority under the Ministry of Railways with the aim to develop the Railway Stations across India with primary objective of augmenting and maintaining passenger amenities at stations in a holistic manner. IRSDC, in addition to redevelopment/remodeling/up gradation of level of passenger amenities shall be responsible to maintain station premises for a period of 45 years.

(ii) The Company obtained Certificate of Commencement of Business on 09th May, 2012 from the office of Registrar of Companies. The Equity stake of IRCON and RLDA in IRSDC is in the ratio of 51%:49% respectively

(iii) The Company is currently involved in technical and financial feasibility studies of the assigned Railway Stations which will lead to commercial revenue in subsequent years as and when the task of commercial development is allocated to the developers.

21. Contingent liability consists of amounts not provided for:

Claims against the company not acknowledged as debt Rs. Nil (Nil) excluding the amount of provision for contingent liability.

22. Commitment:

The Company has Rs.1119.71 lakhs (Rs.1402.77 lakhs) Capital Commitment and Rs Nil (Nil) Other Commitment.

23. (a) Some of the balances shown creditors are subject to confirmation /reconciliation /adjustment, if any. The Company has been sending letters for confirmation to parties.

(b) I n c o m e t a x ( i n c l u d i n g T D S ) s h o w n u n d e r a d v a n c e s a r e s u b j e c t t o confirmation/reconciliation/adjustment, if any.

(c) In the opinion of the management, the value of current assets, loans and advances on realization in the ordinary course of business, will not be less than the value at which these are stated in the balance sheet.

24. Calculation of Earning per share is as under:

Ircon International Limited (IRCON1 Holding Company

Associates

Director from IRCON

Director from IRCON

Director from IRCON

Director from RLDA

Director from RLDA

Chief Executive Officer / IRSDC

S. No. Name of Related Parties Relationship

Rail Land Development Authority (RLDA)2

Key Management Persons (KMP)3

a) Mohan Tiwari

b) Anil Kumar Gupta

c) Ms. Bhuvneshwari K.

d) Mr. Rajendra Prasad

e) Mr. Ajit Kumar

f) Mr. S. K. Lohia


25. (I) The Company has not received any information from any of its suppliers of their being covered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). Based on this

stinformation, there are no amounts due to Micro, Small and Medium Enterprises as on 31 March 2016.

(ii) The company has not received any information from any of its suppliers of their being a small scale industrial unit. Based on this information, amount due to small scale industrial undertaking, which is

stoutstanding for more than 30 days as on 31 March 2016 is Nil (Nil).

26. There are Rs. Nil (Nil) cases of imports and Rs. Nil foreign currency expenditure incurred during the year towards travelling expenses and therefore the disclosure of the CIF value of the imports is not applicable.

27. The employees in the Company are posted on nomination / secondment basis from IRCON (Holding Company) & RLDA. The provision for Retirement Benefits of nominated employees in terms of AS-15(Revised) is being made by its Holding company as per accounting policy (Note No -1, Point No. (xi)).Provident Fund Contribution of the employees on nomination / secondment has been regularly deposited by the holding company with its P.F Trust.

28. Since commercial operations have not yet started and the Company is operating only in India, which is considered as a single geographical segment, hence segment reporting is not required as per Accounting Standard 17.

29. (I) The Equity Share Capital of the Company is held by Ircon International Limited (IRCON), Holding company and Rail Land Development Authority (RLDA) –Associates, in the ratio of 51:49.

(ii) Relation and name of the related parties are:

Chief Operating Officer / IRSDC

Chief Financial Officer / IRSDC

Company Secretary / IRSDC

g) Mr. Parag Verma

h) Ms. Yamini Sahib(Appointed on 17.11.15)

I) Mr. P.K Sahoo(Appointed on 24.04.15)

46

2.104.32

6.758.94

44.9864.11

53.8377.37

S. No. Particulars 2015-16 2014-15

Salary & Allowances1

Contribution to Providend Fund*2

Other Retirement Benefits*3

Total Rs.4

#iii) Remuneration to Key management personnel are as under:

(Rs in lakhs)

*Refer to Note no. 1(xi)#The Directors of the Company are appointed /nominated by IRCON & RLDA and no remuneration is paid bythe Company. Hence remuneration of CEO, COO, CFO & CS has been shown above.

(iv) Related Party Transactions during the year 2015-2016


27.0336.3099.17127.05

NilNil15.8922.66

2040.002040.00NilNil

1960.00

Nil

1960.00

Nil

Nil

As per (iii) above

Nil

Name ofRelated Party

Particulars Outstanding AmountTransaction (Rs.)

2014-152014-15 2015-162015-16

Investment in EquityIRCON

Reimbursement of PF contribution,PF & VPF deduction, retirement benefits,rent, electricity & others etc.

IRCON

Reimbursement to IRSDC towards leaveencashment, arrear paid & gratuity.

IRCON

Investment in EquityRLDA

KMP Remuneration to Key ManagementPersonnel to (ii) above

(Rs. in Lakhs)

st30. The Company does not have any inventory as at 31 March 2016.

31. There is no impairment loss on fixed assets during the year.

32. Previous year's figures have been regrouped, rearranged and recast wherever necessary to make it comparable to the current year's classification.

As per our report of even date attached

For Bansal Gupta & Associates For and on behalf of Board of DirectorsChartered AccountantsFRN- 017358NCA. Sachin Purwar Yamini Sahib Prasant Kumar Sahoo Sanjeev Kumar Lohia Mohan TiwariPartner Chief Financial Officer Company Secretary Chief Executive Officer DirectorM. No. 400908 DIN-00191363

Place : DelhiDate : 31/08/16

47

I. Report on Financial StatementsWe have audited the accompanying financial statements of Indian Railway Stations Development Corporation

stLimited (“the Company”), which comprise the Balance Sheet as at 31 March, 2016, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

II. Management's Responsibility for the Financial StatementsThe 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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

III. Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

BANSAL GUPTA & ASSOCIATESCHARTERED ACCOUNTANTS

FLAT NO. 6, 3RD FLOOR, NAVRATRA APARTMENTS,112/351, SWAROOP NAGAR, KANPUR

INDEPENDENT AUDITOR'S REPORT

To the Members of Indian Railway Stations Development Corporation LimitedNew Delhi


48

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

IV. Opinion

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

stat 31 March, 2016; and its profit and its cash flows for the year ended on that date.

V. 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 sub-section (11) of Section 143 of the Companies Act, 2013, we give in the “Annexure–A”, a statement on the matters specified in paragraph 3 of the Order, to the extent applicable.

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 purposes 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 Company does not have branch offices. (d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are

in agreement with the books of account.

(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) Being Government Company, provisions of Section 164(2) of the Act are not applicable to pursuant to the thnotification no. G.S.R. 463(E) dated 5 June, 2015, issued by Central Government of India.

(g) The Company has adequate internal financial controls system in place and has the operating effectiveness of such controls, refer to our separate report in “Annexure-B”.

(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:I. The Company does not have any pending litigations which would impact its financial position.ii. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses.iii. Provisions relating to Investor Education and Protection Fund are not applicable to the Company.

For Bansal Gupta & AssociatesChartered AccountantsFRN: 017358N

(CA. Sachin Purwar)(Partner)M. No. : 400908

Place: DELHIDate: 31-08-2016


49

Referred to Paragraph under the heading ,”Report on other legal and Regulatory requirements”, of our report of event date to the members of Indian Railway Stations Development Corporation Limited on the accounts of the

stcompany for the year ended 31 March, 2016.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:I. (a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.(b) As explained to us, tangible fixed assets have been physically verified by the management at

reasonable intervals; no material discrepancies were noticed on such verification.ii. (a) Since there is no inventory, question of physical verification does not arise.

(b) Since there is no inventory, question of procedures of physical verification does not arise.(c) Since there is no inventory, question of maintaining any records of inventory does not arise.

iii. According to the information and explanations given to us by the Management and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Thus, the requirements under para 3 (iii) (a) ,(b) and (c) of the order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there are no loans, investment, guarantees, and securities granted in respect of which provision of section 185 and 186 of the Companies Act,2013 are applicable and hence not commented upon.

v. According to the information and explanations given to us, and as per our examination of records, the Company has not accepted any deposits from public and therefore, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provision of the Companies Act and rules framed there under, are not applicable.

vi. The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, in respect of the Company.

vii. (a) The company is regular in depositing undisputed statutory dues with appropriate Authority including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable with the appropriate authorities. Employees' State Insurance are not applicable to the company. According to the information and explanation given to us, there are no undisputed statutory dues which were outstanding as on 31.03.2016 for a period over six months from the date the same become payable.

(b) According to information and explanation given to us, and as per our examination of records of the Company, there is no undisputed dues on account of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess.

(c) Provisions relating to Investor Education and Protection Fund are not applicable to the Company.

viii. The Company is a debt free company, so the question of default by the Company in repayment of dues to financial institution, bank or debenture holder does not arise.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments).


Annexure A to the Auditors' Report

50





x. During the course of our examination of the books and records of company carried act in accordance with the generally accepted accounting and auditing principle of India and according to the information and explanation given to us, no instances of material fraud by its officers and employees have been noticed or reported during the year.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

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

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.


Referred to in paragraph 2(f) under the heading “Report on other legal and regulatory requirements” of our report of even date on the standalone financial statements of Bata India limitedReport on the Internal Financials 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 financials reporting of Indian Railway Stations Development stCorporation Limited (“the Company”) as of 31 March, 2016 in conjunction with our audit of the financial statements

of the company for the year ended of that date.

Managements Responsibility for internal financial controls

The company's management is responsible for establishing and maintaining internal financial controls based on the internal control 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. 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 the companies 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.

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 as specified under section 143(10) of the companies Act, 2013, 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 Institute of Chartered Accountants of India. 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 control based on the assessed risk. The procedures Selected depend on the auditor judgment , including the assessment of the risk of material mis-statement 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 internal financial controls 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.

Annexure B to the Auditors' Report

52





A company's internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of record that , in reasonable details, 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 expenditure of the company are being made only in accordance with authorizations of management and directors of the company ; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition , use, or disposition of the company's assets that could have a material effect on the financial statement.

Inherent limitations of Internal Financial Control Over Financial Reporting

Because of the inherent limitations of internal financial control over financial reporting , including the possibility of collusion or improper management override of controls, material misstatement 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 procedure may deteriorate.

Option

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at march 31,2016 based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the guidance note on audit of internal financial controls over financial reporting issued by the institute of Chartered Accountants of India.

53

INDIAN AUDIT AND ACCOUNTS DEPARTMENT

OFFICE OF THE DIRECTOR GENERAL OF AUDIT. RLY-COMMERCIAL

COFMOW INDIAN RAILWAYS, TILAK BRIDGE, NEW DELHI-110002

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Confidential/xksiuh;

No. PDA RC/RPSU/32-58/IRSDC/2016-17/263

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Dated: 15/09/2016

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54

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA

UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE

FINANCIAL STATEMENTS OF INDIAN RAILWAY STATIONS DEVELOPMENT

CORPORATION LIMITED FOR THE YEAR ENDED 31 MARCH 2016

The preparation of financial statements of INDIAN RAILWAY STATIONS

DEVELOPMENT CORPORATION LIMITED, New Delhi for the year ended 31 March

2016 in accordance with the financial reporting framework prescribed under the Companies

Act, 2013 is the responsibility of the management of the company. The statutory auditors

appointed by the Comptroller and Auditor General of India under section 139(5) of the Act is

responsible for expressing opinion on these 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 31-08-2016.

I, on the behalf of the Comptroller and Auditor General of India, have decided not to

conduct the supplementary audit of the financial statements of INDIAN RAILWAY

STATIONS DEVELOPMENT CORPORATION LIMITED for the year ended 31 March

2016 under section 143 (6)(a) of the Act.

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

(Meenakshi Mishra)Director General of Audit

Railway Commercial, New Delhi

Place: New DelhiDate: 01-09-2016


Indian Railway Stations Development Corporation Limited(A JV of IRCON & Rail Land Development Authority)

th4 Floor, Palika Bhawan, Sector-XIII, R. K. Puram, New Delhi - 110066 IndiaTel. : 91-11-24672719 Fax : 91-11-24672720 E-mail : [email protected] Website : www.irsdc.in

CIN : U45204DL2012GOI234292

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