Kalindee Rail Nirman (Engineers)

The Directors have pleasure in presenting the 24th Annual Report of
 the Company along with the Audited Statements of accounts for the year
 ended 31st March, 2008.
 
 The year under operation has been remarkably successful in terms of
 performance for your company. The progress of Delhi Metro and
 investments planned in other metros and Indian Railways working at
 their full potential brings your company also to a great advantageous
 position. The ensuing years seem to further brighten the Companys
 prospects as major Capital Expenditures announcement are underway in
 Railway Sector.
 
 The gist of performance of your Company is as hereunder for your ready
 reference :
 
 FINANCIAL RESULTS 
                                                2007-08       2006-07
 
 Gross Sales & Income                      248,02,67,871  188,12,01,406
 Profit before Depreciation, Interest 
 and Income-tax                             25,20,51,571   19,12,33,981
 Less: Depreciation                            87,93,359      61,53,105
 Less:Interest                               3,16,47,412    3,90,59,615
 Profit before Income Tax                   21,16,10,800   14,60,21,261
 Less: Provision for Income Tax              6,35,78,559    4,92,62,363
 Less : Fringe Benefit Tax                     17,55,003      15,73,414
 Add/(Less): Deferred Tax                      35,85,509   (-) 8,47,286
 Less: Prior period taxes                       5,30,947      16,17,200
 Net Profit for the year                    14,21,60,782    9,44,15,570
 Add: Balance as per last
 year                                      19,65,41,478   11,54,07,434
 Amount available for appropriation         33,87,02,260   20,98,23,004
 APPROPRIATION
 General
 Reserve                                       10,00,000      10,00,000
 Dividend:  Equity shares                    1,07,27,479    1,04,97,479
 Corporate Dividend Tax                        18,23,135      17,84,047
 Balance carried forward to Balance Sheet   32,51,51,646   19,65,41,478
 
 Despite unprecedented increase in cost of raw materials, your Company
 has been able to bring laurels by achieving certain landmarks in the
 form of execution of projects currently in its hand within due time.
 
 DIVIDEND
 
 Last year your Company had declared dividend to the tune of 10% for the
 FY ended on 31st March, 2007. Your Directors now recommend to the
 Annual General Meeting of shareholders the declaration of final
 dividend of 10% for the year ended 31st march, 2008 also. The total
 cash out- flow on account of this dividend payment including
 distribution tax is Rs.125.50 lacs (Previous Year Rs. 122.81 lacs).
 
 The Directors recommended that after making provision for taxation and
 proposed dividend, the amount of Rs. 10 lacs be transferred to General
 Reserve. With this, the Companys Reserves & Surplus stand to Rs. 75.07
 crores.
 
 OPERATIONS REVIEW
 
 Your Company achieved satisfactory results in the first Quarter of this
 financial year and maintained the steady progress as it had made in the
 last few years.
 
 The gross turnover of your Company for the year under review was Rs.
 246.03 crores as compared to Rs. 188.12 crores for the preceding year.
 The Gross profit for the year under review was Rs. 25.20 crores and the
 net profit Rs. 14.21 crores as against Rs. 19.12 crores and Rs. 9.44
 crores respectively of the previous year.
 
 Your Company has been striving to maintain management excellence and
 quality and has been reasonably successful in its endeavour.
 
 The Companys efforts this year would be again to solicit fresh
 contracts from its existing clients and is also in the process of
 soliciting business from fresh clients.
 
 FUTURE PROSPECTS AND MANAGEMENT OUTLOOK
 
 It is widely known fact that the Indian Railways owns and manages one
 of the largest Railway networks of the world with over 64,000 Route
 Kms.  and 7,000 stations. Indian Railways carries more than 17.5
 million passengers every day and some of the major Railway stations
 handled passenger foot falls in the range of 100-200 million per annum.
 Most of the Railway stations have been built over 100 years ago and are
 experiencing infrastructural inadequacies to handle the ever increasing
 passenger numbers.
 
 Most of the Railway stations are located in the middle of the cities
 and offer enormous scope for re-development. New passenger terminals
 are also proposed to be developed in cities where existing terminals
 cannot meet the future demand.
 
 As per budget 2007, Ministry of Railways (MOR) has decided to redevelop
 major stations into World Class Stations benchmarked with the worlds
 best stations. These projects are to be executed with private sector.
 Key objective of these projects are to provide superior services to
 railway passengers at the stations by converting them into urban icons
 and standard-bearers of the cities.
 
 The construction, maintenance and management of facilities at these
 stations is proposed to be done on the basis of Design, Build, Finance
 and Operate (DBFO) basis which invariably involve public private
 partnership (PPP). Your Company has got the requisite technical
 expertise and is trying to infuse financial capability to take up this
 opportunity.
 
 The spending on infrastructure tends to rise considerably and your
 company tends to benefit out of it the most.
 
 This year the endeavor of your Company shall be to solicit maximum work
 as floated by Indian railways and Delhi Metro as they are biggest
 client of your company. With the advent of Metro being introduced in
 Mumbai, Bangalore and Hyderabad, your company is very positive on
 soliciting more work from them as your company has got the necessary
 expertise in commissioning work related to track, signaling and
 telecommunication.
 
 The Company is expected to improve upon the operating efficiency and
 return on capital employed considerably. Your directors are hopeful
 that the present trend of performance shall be sustained by the Company
 in the years to come.
 
 Your Directors look forward to the future to bring in more
 opportunities and profits to its kitty as the size of projects at its
 disposal are already to the tune of Rs.450 crores and several bids for
 taking up additional work is being submitted.
 
 FIXED DEPOSIT
 
 As on the date of this report there is no fixed deposit in the Company.
 
 DIRECTORS
 
 Mr R.D.Sharma, Mr Shanti Narain and Mr S.K.Khanna retires by rotation
 at the Annual General Meeting and being eligible offers themselves for
 re-appointment. Your directors recommend their re-appointment at the
 ensuing Annual General Meeting in the overall interest of the Company.
 
 During the year under report, Mr. S. P. Sharma, Whole Time Director,
 has resigned from the Board of the Company.
 
 AUDITORS
 
 M/s. Prem Aran Jain & Co., Auditors of the Company hold office till the
 conclusion of the ensuing Annual General Meeting and being eligible,
 offer themselves for reappointment. A certificate under section 224 (1)
 of the Companies Act, 1956 confirming their eligibility has been
 obtained from them. Your Directors recommend that they be re-appointed
 by the members at the 24th Annual General Meeting.
 
 AUDITORS REPORT
 
 The Auditors Report read with notes to the financial statements are
 self-explanatory and does not call for any further explanation by the
 Board.
 
 PARTICULARS OF EMPLOYEES
 
 The Company does not have any employee who drew remuneration either in
 whole or for a part of the year that attracts disclosure requirements
 as per Section 217 (2A) of the Companies Act, 1956, read with the
 Companies (Particulars of employees) rules, 1975 as amended, hence no
 information is therefore required to be annexed.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 As required under section 217 (1) (e) of the Companies Act,1956 read
 with the Companies (Disclosure of particulars in the report of Board of
 Directors) Rules, 1988, the particulars relating to conservation of
 energy, technology absorption and R&D is Nil.
 
 TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
 
 The Company is constantly trying to provide its customers with products
 that incorporate latest available technology. Though indigenously
 available materials and technology are preferred, efforts are being
 made, wherever possible, to make use of best contemporary technology.
 
 During the year under report, Company made Foreign Exchange earnings
 and incurred expenses to the tune of INR equivalent NIL and
 1,580,075,733 respectively.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In compliance of Section 217(2AA) of the Companies Act, 1956, your
 Directors confirm:
 
 1) That in the preparation of the annual accounts for the financial
 year ended 31st March 2008, the applicable Accounting Standards had
 been followed along with proper explanation relating to material
 departures, if any;
 
 2) That the Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that were reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profits of
 the Company for the year under the review;
 
 3) That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act, 1956 for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 4) That the Directors had prepared the accounts for the financial year
 ended 31st March 2008 on a going concern basis.
 
 AUDIT COMMITTEE
 
 The audit committee meets at due intervals to conduct the required
 business. At present the committee comprises of Mr S K Khanna
 (Chairman), Mr S P Mehta and Mr Shanti Narain, all Non-Executive and
 Independent directors.
 
 DEPOSITORY SYSTEM
 
 The Shares of your Company are being traded in Demat form only. Your
 Company has got the necessary connectivity with both the Depositories
 i.e National Securities Depository Limited (NSDL) and Central
 Depository Services (India) Limited (CDSL). All the members who are
 holding shares in physical form are hereby requested, keeping in view
 the enormous benefit of Demat form, to get their shares dematerialised
 on either of the Depositories. Further in view of Securities and
 Exchange Board of India norms, M/s MCS Limited, Sri Venkatesh Bhawan, W
 - 40, Okhla Industrial Area, Phase - II, New Delhi 110 020 has been
 appointed as its Registrar and Share Transfer Agent, who is handling
 both physical as well as electronic share work in order to provide
 better services.
 
 LISTING ON THE NSE AND BSE FOR FRESH SHARES ISSUED CONSEQUENT ON
 CONVERSION OF WARRANTS
 
 230,000 nos. of convertible equity warrants which were allotted to
 promoters on February 9,2007 were converted to equity and Board in its
 meeting held on 29th March,2008 allotted 230,000 nos. of equity shares
 to promoters at a premium of Rs. 146.50. Theses shares bearing
 Distinctive nos. 14412480 to 14642479 were listed and admitted to
 Bombay Stock Exchange, Mumbai on August 11,2008 and to National Stock
 Exchange, Mumbai on August 8,2008
 
 CORPORATE GOVERNANCE
 
 The amended Clause 49 of the listing agreement regarding corporate
 governance came into effect from January 1,2006. The Company has made
 all necessary compliances and has adopted the required practices to
 fulfil the requirements of the clause.
 
 The Report on Corporate Governance is being annexed to this Directors
 Report. The Company has obtained a certificate from its Statutory
 Auditors regarding compliance of various requirements of corporate
 governance.
 
 CODE OF CONDUCT
 
 The Company has laid down a Code of Conduct for the Directors and
 Senior Management Personnel as specified. A declaration by the Managing
 Director regarding annual affirmation of compliance of the Code by all
 concerned is annexed to the Report on Corporate Governance.
 
 INFORMATION PURSUANT TO LISTING AGREEMENT Equity shares
 
 The Companys shares are listed on the following Stock Exchanges :
 
 The Bombay Stock Exchange Association Limited, Mumbai The National
 Stock Exchange of India Limited, Mumbai
 
 Foreign Currency Convertible Bond (FCCB)
 
 PCCB issued on 1.3.2007 due 2012 issued by the company is listed with
 Luxembourg Stock Exchange
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report on matters relating to
 business performance of the Company has been annexed to Corporate
 Governance Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors sincerely appreciate the dedication and efforts of the
 employees at all levels of the organisation in contributing to the
 success of the Company. The Directors are also thankful to the
 shareholders for the confidence reposed by them on the Company. They
 also gratefully acknowledge and investors the continued support
 received from the customers, business associates, various government
 agencies, banks, financial institutions and investors.
 
                           For and on behalf of the Board of Directors
                                             sd/-
 Place : New Delhi                         R D Sharma
 July  : 31,2008                  Chairman cum Managing Director