Your Directors take pleasure in presenting the 48th Annual Report together with theAudited statement of Accounts for the year ended 31st March 2016.
|OPERATING RESULTS : ||2015-16 ||2014-15 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Freight Earnings ||5810.93 ||6183.78 |
|Net Earnings ||99.19 ||54.29 |
|Less : Provision for Taxation ||18.37 ||9.86 |
|Net Surplus ||80.82 ||44.43 |
|Prior Period Adjustments ||(0.23) ||(7.06) |
|Balance brought forward from previous year ||(156.08) ||(193.45) |
|Balance carried forward to next year ||(75.49) ||(156.08) |
|Appropriations: || || |
|Transfer to General Reserve || || |
|Balance carried forward to next year ||(75.49) ||(156.08) |
| ||(75.49) ||(156.08) |
In order to plough back profits for covering losses in the earlier years and supportthe ongoing expansion program the Directors express their inability to recommend anydividend for the year ended 31st March 2016.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that: i) the applicable accounting standardshave been followed and wherever required proper explanations relating to materialdepartures have been given. ii) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit or loss of the Company for that period. iii) properand sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. iv) the Accounts have beenprepared on a going concern basis. v) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. vi) the directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointments and Re-Appointments
Sri Sushil Kumar Todi and Sri Ashok Kumar Todi retire from the board by rotation atconclusion of the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. There are no further appointments and/or re-appointments during the year.
Declaration from Independent Directors
The Independent Directors of the Company have declared that they meet the criteria ofIndependence in terms of Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and that there is no change intheir status of Independence.
Appointment of Key Managerial Personnel
There has been no appointment/reappointment of any Key Managerial Personnel during theyear under review.
Remuneration & Selection Policies
The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report which isannexed to this Report as Annexure - A.
Pursuant to the provisions of the Companies Act 2013 and applicable regulation of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 Independent Directorsat their meeting without the participation of the Non-independent Directors andManagement considered/evaluated the Boards' performance Performance of the Chairman andother Non-independent Directors.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andIndependent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate GovernanceReport which is annexed to this Report as Annexure -A.
The compliance with provisions of Corporate Governance are non-mandatory for yourcompany as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.The Board remains committed to maintain the highest standards ofCorporate Governance and has implemented several good practices as prevalent in theindustry. Corporate Governance Report and Management Analysis and Discussion Reportpursuant to Revised Listing Agreement with Stock Exchanges in accordance with SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 are provided inseparate annexure to this report as Annexure - A and B respectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operations were observed.
Your Company laid down procedures to inform Board members about risk assessment andminimization and has implemented the Risk Management plan and continuously monitors it.
Details of Risk Management by the Company have been provided in the ManagementDiscussion and Analysis Report which is annexed to this Report as Annexure - B.
The Company also has constituted a Risk Management Committee (Non-Mandatory) whichensures that the Company has an appropriate and effective Enterprise Risk Managementsystem with appropriate policies and processes which carries out risk assessment andensures that risk mitigation plans are in place by validating the same at regularintervals.
A Risk Management status report is provided to the Audit Committee for its informationon a regular basis.
AUDITORS AND AUDITORS' REPORT:
At the Annual General Meeting held on August 5th 2014 M/s.Agarwal Maheswari& CoChartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s.Agarwal Maheswari & Co Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The observation of Auditorswith respect to non-provision of gratuity has been explained in details in Note 22 onfinancial statements.
Sri Debasish Mukhopadhyay Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2015-16 is annexed herewith as Annexure C to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
The Board has appointed Sri Debasish Mukhopadhyay Practicing Company Secretary asSecretarial auditor of the Company for the financial year 2016-17.
The Audit Committee comprises of Independent Directors namely Sri Dipak Dey (Chairman)Sri Om Prakash Kanoria and Sri Beni Gopal Daga as other members. All the recommendationsmade by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company also incorporates a whistle blower policy in termsof the Listing Agreement. Protected disclosures can be made by a whistle blower throughe-mail or telephone line or letter to the Whistle and Ethics Officer or to the Chairmanof the Audit Committee. The Policy on vigil mechanism and whistle blower policy may beaccessed on the Company's website.
Meetings of the Board:
Four meetings of the board of Directors were held during the year. For further detailsplease refer the Report on Corporate Governance annexed to this Report as Annexure - A.
Conservation of Energy Technology Absorption and Foreign Exchange earnings and Outgo:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013 areprovided in Annexure - D to this Report.
Extract of Annual Return:
Extract of Annual Return of the Company is annexed herewith as Annexure - E to thisreport.
Particulars of Loans Guarantee and Investments:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
Particulars of Contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act 2013:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterestof the company at large.
The names of the Company which have become or ceased to be its subsidiary jointventures or associate company during the year:
There has been no such change during the year under review.
Particulars of Employees and Related Disclosures:
There are no employees drawing remuneration in excess of limits set out in Section197(12) of the Companies Act 2013 read with Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed herewith as Annexure - F tothis report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the company underany scheme.
4. The company does not have any subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors also state that during the year under review there were no complaintspursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors further state that there have been no material changes and commitmentsaffecting the financial position of the company between the end of the financial yearunder review and the date of this report.
The Board wishes to place on record its gratitude for the assistance and co-operationreceived from Banks Government Authorities Customers Vendors and finally to all itsmembers for the trust and confidence reposed in the Company. The Board further wishes torecord its sincere appreciation for the significant contributions made by employees at alllevels for their competence dedication and contribution towards the operations of theCompany.
| ||On behalf of the Board of Directors |
|Place : Kolkata ||(K. K. Todi) |
|Date : the 11th day of May 2016 ||Chairman & Managing Director |
ANNEXURE - A TO THE DIRECTORS' REPORT REPORT ON CORPORATE GOVERNANCE COMPANY'SPHILOSOPHY
In tune with the Company's overall philosophy of excellence in all spheres of itsoperations it has consistently endeavored to attain the highest standards of CorporateGovernance. The company firmly believes in the values of transparency professionalismaccountability and equity in all facets of its dealings with its customers suppliersemployees lenders shareholders and the society.
Rights of Shareholders Your Company protects and facilitates shareholders' rightsprovides adequate and timely information opportunity to participate effectively ingeneral meeting and ensure equitable treatment to all shareholders.
Role of stakeholders in Corporate Governance Your Company recognizes the rights ofstakeholders and encourages co-operation between the Company and stakeholders to enableparticipation in Corporate Governance process.
Disclosures and transparency Your Company ensures timely and accurate disclosure on allmaterial matters including the financial situation performance ownership and governanceof the Company.
The Corporate Governance Structure at Coastal Roadways Limited is as follow:
1. Board of Directors: The Board is entrusted with the ultimate responsibility of themanagement directions and performance of the Company. As its primary role is fiduciary innature the Board provides leadership strategic guidance objective and independent viewto the Company's management while discharging its responsibility thus ensuring managementadheres to the ethics transparency and disclosure.
2. Committees of the Board: The Board has constituted the following Committees vizAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee. Each of the said Committee has been mandate to operate within a givenframework.
BOARD OF DIRECTORS
The Board is headed by Executive Chairman and comprises of persons with considerableindustrial and professional experience. During the year under review 4 (Four) meetingswere held on 27.05.2015 06.08.2015 06.11.2015 & 03.02.2016. The detailed particularsof the Directors and their attendance are as under:
|Director ||Director ||Category ||Attendance ||Other Companies ||Share Holdings Equity Shares of Rs 10/- each |
| ||Identi- fication Number || ||Board Meeting ||Last AGM ||Member of Board ||Committees Member Chairman || |
|Sri. Kanhaiya Kumar Todi ||00112633 ||Chairman & Managing Director ||4/4 ||Yes ||6 ||-- ||-- ||330825 |
|Sri. Dipak Dey ||01141084 ||Independent Director ||3/4 ||Yes ||1 ||-- ||-- ||-- |
|Sri. Beni Gopal Daga ||00307973 ||Independent Director ||4/4 ||Yes ||2 ||-- ||-- ||-- |
|Sri. Om Prakash Kanoria ||00675485 ||Independent Director ||4/4 ||Yes ||2 ||-- ||-- ||-- |
|Sri. Sushil Kumar Todi ||00309839 ||Whole Time Director ||2/4 ||Yes ||1 ||-- ||-- ||-- |
|Sri. Ashok Kumar Todi ||00309721 ||Whole Time Director ||2/4 ||Yes ||2 ||-- ||-- ||-- |
|Sri. Udit Todi ||00268484 ||Whole Time Director ||4/4 ||Yes ||4 ||-- ||-- ||144600 |
|Smt. Shikha Todi ||00268540 ||Non Executive ||4/4 ||N. A. ||4 ||-- ||-- ||165527 |
| || ||Non Independent Director || || || || || || |
1. The Directorship Committee Membership/Chairmanship of only Public Limited Company(excluding Coastal Roadways Limited) have been considered.
2. Shareholdings represent holdings in Director's personal capacity. Total Shareholdingof the Directors as on 31st March 2016 :640952 Equity Shares.
Video/tele-conferencing facilities are used to facilitate Directors travelling abroador present at other locations to participate in the meetings.
Sri Kanhaiya Kumar Todi is the spouse of Smt.ShikhaTodi and father of Sri Udit Todi.Sri Kanhaiya Kumar Todi Sri Sushil Kumar Todi and Sri Ashok Kumar Todi are brothers. Noneof the other directors are related to any other director on the board.
Your Company appointed Independent Directors who are renowned people havingexpertise/experience in their respective field/profession. None of the IndependentDirectors are Promoters or related to Promoters. They do not have pecuniary relationshipwith the Company and further do not hold two percent or more of the total voting power ofthe Company.
Performance evaluation of Directors
The Nomination and Remuneration Committee of the Board laid down the criteria forperformance evaluation of all Directors. The performance evaluation has been done by theentire Board of Directors except the Director concerned being evaluated. The criteria forperformance evaluation are as follows:
Role & Accountability
- Understanding the nature and role of Independent Directors' position. - Understandingof risks associated with the business.
- Application of knowledge for rendering advice to management for resolution ofbusiness issues. - Offer constructive challenge to management strategies and proposals.
- Active engagement with the management and attentiveness to progress of decisionstaken. - Non-partisan appraisal of issues.
- Own recommendations given professionally without tending to majority or popularviews.
Leadership & Initiative
- Heading Board Sub-committees.
- Driving any function or identified initiative based on domain knowledge andexperience.
- Commitment to role & fiduciary responsibilities as a Board member. - Attendanceand active participation.
- Proactive strategic and lateral thinking.
Meeting of Independent Directors
During the year meeting of Independent Directors was held to review the performance ofthe Board as a whole on parameters of effectiveness and to assess the quality quantityand timeliness of flow of information between the management and the Board. Mr.Dipak DeyChairman of the Meeting presented the views of the Independent Directors on mattersrelating to Board processes and the overall affairs of the Company to the full Board.
Your Company follows a structured orientation and familiarization programme throughvarious reports/codes/internal policies for all the Directors with a view to update themon the Company's policies and procedures on a regular basis.Periodic presentations aremade at the Board Meetings on business and performance long term strategy initiativesand risks involved. The details of the said programme are also available on the company'swebsite and can be accessed at the link:http://coastalroadways.com/investors.html
The audit committee comprises of three non-executive independent directors Mr.Dipak Dey(Chairman) Mr. Om Prakash Kanoria and Mr. Beni Gopal Daga. The committee met 4 timesMr.Beni Gopal Daga and Mr. Om Prakash Kanoria attended all the 4 meetings Mr.Dipak Deyattended 3 meeting.
The terms of reference of the Audit committee cover the matters specified in Regulation18 read with Part C of Schedule ll of Securities and Exchange board of India ( ListingObligations and Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies act 2013 all other applicable provisions.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee has been constituted on 22nd May 2014 andcomprises of 3 (three) non-executive independent directors Mr. Beni Gopal Daga(Chairman) Mr. Om Prakash Kanoria and Mr. Dipak Dey and 1(one) whole time director Mr.Kanhaiya Kumar Todi. The committee met 1(one) time and was attended by all members.
The Board has clearly defined terms of reference for the Nomination & RemunerationCommittee which are as follow:
Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down and to recommend to the Boardtheir appointment and/or removal.
Formulate the criteria for determining qualifications positive attributes andindependence of Director and recommend to the Board a policy relating to the remunerationfor the Directors Key Managerial Personnel and other employees.
Formulate the criteria for evaluation of Independent Directors and the Board.
Reviewing the overall compensation policy service agreements and other employmentconditions of Managing/ Whole-time Director(s) and Senior Management (one level below theBoard of Directors);
Reviewing the performance of the Managing/Whole-time Director(s)/Senior Management andrecommending to the Board the quantum of annual increments and annual commission;
The Committee has the mandate to recommend the size and composition (includingfunctional specialist) of the Board establish procedures for the nomination process andrecommend candidates for selection to the Board/nominate Whole-time Director(s) and;
Structure and design a suitable succession planning policy for the Board and SeniorManagement team of the Company.
a. Remuneration to Non Executive Directors
The Non-Executive Directors are paid remuneration by way of sittings Fees for eachmeeting of the Board of Directors attended by them. The Non - Executive IndependentDirectors do not have any material pecuniary relationship or transaction with the Company.
b. Remuneration to Executive Directors & Key Managerial Personnel's
The appointment of Executive Directors including Chairman and Managing Director andwhole-time Director shall be governed by the recommendation of Nomination &Remuneration Committee resolution passed by the Board of Directors and shareholders ofthe Company. Payment of remuneration to Executive Directors shall be governed by therespective Agreements executed between them and the Company. The remuneration package ofChairman and Managing Director and whole-time Director comprises of salary perquisitesand allowances and contribution to Provident Fund as approved by the shareholders at theGeneral Meeting. Annual increments are linked to performance and shall be decided by theRemuneration Committee and recommended to the Board for approval thereof.
The remuneration policy is directed towards rewarding performance based on review ofachievements. It is aimed at attracting and retaining high caliber talent.Presently theCompany does not have any scheme for grant of stock options or performance linkedincentives for its Directors.
c. Remuneration to Other Employees
Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs. Remuneration of middle and lower levelemployees of the Company consists mostly of fixed pay and a reasonable performance paywhich is reviewed on an annual basis. Increase in the remuneration of employees isaffected based on an annual review taking into account performance of the employee and theperformance of the Company also. The employees are entitled for retirement benefits suchas provident fund and gratuity.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE
1. The committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as director KMP or senior management leveland recommend to the Board his/ her appointment.
2. A person to be appointed as director KMP or in senior management should possessadequate qualification expertise and experience for the position he/she is considered forappointment to. The committee has discretion to decide whether qualification expertiseand experience possessed by a person is sufficient / satisfactory for the concernedposition and such other qualifications as prescribed or may be prescribed under theCompanies Act 2013 or any other statute that may be applicable to the operations of thecompany.
3. A person to be appointed as director should possess impeccable reputation forintegrity deep expertise and insights in sectors / areas relevant to the Company abilityto contribute to the Company's growth and complementary skills in relation to the otherBoard members
4. A whole-time KMP of the Company shall not hold office in more than one company.However a whole-time KMP can be appointed as a director in any company with thepermission of the Board of the Company.
5. The Independence of a Director in case of his/her appointment as IndependentDirector shall be determined in accordance with provisions of SEBI ( Listing Obligationsand Disclosure Requirements) Regulations 2015 with stock exchanges and Section 149(6) ofthe Companies Act 2013 read with Companies (Appointment& Qualification of Directors)Rules 2014 and all other applicable provisions of the said act including their continuedadherence to the Code for Independent Directors as specified in Schedule - IV to theCompanies Act 2013
REMUNERATION TO DIRECTORS
The details of remuneration paid to the Directors during the year under review: -
|Director ||Salaries & Perquisites ||Sitting Fees |
|Mr. Kanhaiya Kumar Todi ||Rs 1500000/- || |
|Mr. Sushil Kumar Todi ||Rs 1200000/- || |
|Mr. Ashok Kumar Todi ||Rs 1200000/- || |
|Mr. Udit Todi ||Rs 1200000/- || |
|Mr. Dipak Dey || ||Rs 12000/- |
|Mr. Beni Gopal Daga || ||Rs 16000/- |
|Mr. Om Prakash Kanoria || ||Rs 16000/- |
|Mrs. Shikha Todi || ||Rs 16000/- |
In accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has unanimously delegated the powers of share transfers to acommittee comprising of Ms. Sneha Jain Company Secretary Sri JyotirmayHalderSecretarial Officer and M/s .S. K.Infosolutions Pvt. Ltd. Registrars and Share TransferAgents in order to expedite the process of Share Transfers issue of duplicatecertificates and certificates after split/consolidation/renewal and rematerialisation.This committee meets at least once in a fortnight to expedite all matters as statedearlier.
The Company confirms that there were no share transfers pending as on 31.03.2016 andall request for dematerialisation of shares as on that date were confirmed /rejected intothe NSDL system.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has 3 members with Mr. Om Prakash Kanoria nonexecutive independent director as its Chairman and Mr. Kanhaiya Kumar Todi ManagingDirector and Mr. Udit Todi whole time directors as its members with its terms ofreference including matters specified in Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 178 of the Companies Act 2013.
Ms.Sneha Jain Company Secretary and Compliance Officer is the Compliance Officer forcomplying with requirements of Securities Laws and Listing Agreement with Stock Exchange.
During the year under review 9 complaints were received from shareholders and all wereaddressed and resolved within stipulated time:
|Nature of Complaints ||No. of Complaints |
|Non Receipt of Annual Reports ||4 |
|Non Receipt/Revalidation of Dividend Warrants ||5 |
|Non Receipt of Transfer Certificates ||Nil |
|As on March 31st 2016 no complaints were outstanding. || |
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held at Calcutta Chamber ofCommerce Stephen Court 18H Park Street Kolkata - 700 071. The details of date timeand the special resolutions passed thereat are as under:
|Year ||Date ||Time ||Special Resolutions Passed |
|2014-15 ||23.09.2015 ||11:00 am ||No special resolution was passed in the meeting |
| || || ||1. Reappointment & Remuneration of Sri Kanhaiya Kumar Todi as Managing Director |
| || || ||2. Reappointment & Remuneration of Sri Udit Todi as Whole Time Director |
| || || ||3. Reappointment & Remuneration of Sri Sushil Kumar Todi as Whole Time Director |
|2013-14 ||05.08.2014 ||11:00 am ||4. Reappointment & Remuneration of Sri Ashok Kumar Todi as Whole Time Director |
| || || ||5. Appointment of Sri Om Prakash Kanoria as Independent Director |
| || || ||6. Appointment of Sri Beni Gopal Daga as Independent Director |
| || || ||7. Appointment of Sri Dipak Dey as Independent Director |
| || || ||8. Adoption of new Articles of Association of the Company |
No special resolutions were required to be put through postal ballot last year nor areplaced before the shareholders for approval at the ensuing meeting.
There were no materially significant related party transactions i.e. transactions ofthe company of material nature with its promoters the directors or the management theirsubsidiaries or relatives etc that may have potential conflict with the interests of thecompany at large.
There had been no instance of non-compliance by the company on any matters related toCapital Markets as such no penalties strictures were imposed on the Company by StockExchanges or SEBI or any statutory authority during the last 3 years.
The nature of business of the company does not involve any risks/require hedgingactivities.
The company has a vigil mechanism/Whistle Blower Policy under which the employees arefree to report to violations of applicable laws and regulations and the code of conduct.The reportable matters may be disclosed to Whistle & Ethics Officer who operates underthe supervision of Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.
The compliance of Corporate Governance is non-mandatory for your company as perRegulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.However the Board has taken all efforts to ensure maximum adherence to otherwise mandatoryprovisions of the Listing Regulation.
MEANS OF COMMUNICATION
The Quarterly Half-Yearly and Annual results of the Company are being published inleading financial news papers in English as well as in regional language. The same is alsoavailable at web-site of the company (www.coastalroadways.com) and at the website of stockexchange where the company is listed. The Management Analysis & Discussion Report formpart of this Annual Report and is also being posted to all shareholders.
GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting is proposed to be held on 11th August 2016 at 11:00 AM atCalcutta Chamber of Commerce Stephen Court 18H Park Street Kolkata - 700 071.
b) Financial Year : April 1 to March 31
c) Financial Calendar (tentative)
|- Annual Results (Audited) ||11th May 2016 |
|- Annual General Meeting ||11th August 2016 |
|- Quarterly Results ||Within 45 days from the end of the quarter |
|d) Dates of Book Closure ||20th June 2016 to 23rd June 2016 |
|e) Listing of Equity Shares ||The Bombay Stock Exchange Ltd. (Scrip Code 520131). |
|f) Dematerialization ||National Securities Depository Ltd. (ISIN INE229E01019). |
g) Market Price data
Monthly high and low quotations as also the volume of shares traded on Bombay StockExchange Ltd.
|Months ||High (Rs.) ||Low (Rs.) ||Volume |
|April 2015 ||24.00 ||16.00 ||4600 |
|May 2015 ||16.15 ||13.90 ||2300 |
|June 2015 ||14.56 ||12.55 ||1700 |
|July 2015 ||15.70 ||12.53 ||2600 |
|August 2015 ||17.45 ||15.90 ||1300 |
|September 2015 || || || |
|October 2015 ||16.10 ||16.10 ||200 |
|November 2015 ||17.70 ||16.90 ||200 |
|December 2015 ||21.25 ||18.55 ||1200 |
|January 2016 ||21.90 ||19.90 ||2100 |
|February 2016 ||21.00 ||13.55 ||2600 |
|March 2016 ||14.00 ||13.00 ||1300 |
h) Share Price Performance in comparison to broad based indices - BSE Sensex as onMarch 31 2016. During the year under review the BSE Sensex decreased by 9.36% and thestock prices of your company's equity shares decreased by 43.3%. It is important to notehere that your company's share were last traded on 28.11.2014 during the financial year2014-15 and the above calculation are based on such quotes and hence not comparable.
i) Registrars & Share Transfer System
M/s .S K Infosolutions Pvt. Ltd. 34/1A Sudhir Chatterjee Street Kolkata - 700 006are the SEBI Registered Registrars and Share Transfer Agents appointed by the company. Allrequests for transfers splits consolidation dematerialization etc may be sent directlyto them or to the company's secretarial department at its corporate office at Kolkata.
j) Distribution of Share-holding as on 31st March 2016.
|Shares Held ||Shareholder ||Shareholding |
| ||Number ||% ||Quantity ||% |
|Upto 500 ||2748 ||91.63 ||388500 ||9.37 |
|501 to 1000 ||140 ||4.67 ||125300 ||3.02 |
|1001 to 2000 ||56 ||1.87 ||87400 ||2.11 |
|2001 to 3000 ||11 ||0.37 ||28000 ||0.68 |
|3001 to 4000 ||9 ||0.30 ||32200 ||0.78 |
|4001 to 5000 ||7 ||0.23 ||33800 ||0.82 |
|5001 to 10000 ||4 ||0.13 ||30400 ||0.73 |
|10001 to 50000 ||12 ||0.4 ||353450 ||8.52 |
|50001 to 100000 ||1 ||0.03 ||64023 ||1.54 |
|100001 and above ||11 ||0.37 ||3003492 ||72.43 |
|Total ||2999 ||100.00 ||4146565 ||100.00 |
|Physical Mode ||1937 ||64.59 ||469196 ||11.32 |
|Electronic Mode ||1062 ||35.41 ||3677369 ||88.68 |
k) Shareholding Pattern as on 31st March 2016
|Category ||No. of Shares ||% |
|Indian Promoters ||3109315 ||74.99 |
|Mutual Funds & UTI ||500 ||0.01 |
|Banks FIIs and Insurance Cos. ||200 ||0.00 |
|Private Corporate Bodies ||118350 ||2.85 |
|Indian Public ||808400 ||19.50 |
|NRIs/OCBs ||109800 ||2.65 |
|Total ||4146565 ||100.00 |
l) Address for Correspondence:
Shareholders correspondence should be addressed to the Registrar at address mentionedin (i) above. In case of any difficulty Shareholders may contact Ms.Sneha Jain CompanySecretary at the Company's Corporate Office at 1/1 Camac Street Kolkata - 700 016 Phone: 033-2217 2222 (3 Lines) or Email at email@example.com. m) Transfer ofunpaid/unclaimed Dividend: During the year under review the Company has credited Rs96963/- lying in the unpaid/unclaimed dividend account to the investor Education andProtection Fund (IEPF) pursuant to Section 205C of the Companies Act1956 read with theInvestor Education and Protection Fund (Awareness and Protection of Investors)Rules 2001.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason 23rd September 2015 (date of last Annual General Meeting) on the website of theMinistry of Corporate Affairs.
n) Equity Shares in the Suspense Account:
In terms of Regulation 39 of the Listing Regulations the Company reports that thereare no shares lying in the Unclaimed Suspense Account.
COMPLIANCE CERTIFICATE OF THE AUDITORS
Certificate from the Company's Auditors M/s.Agarwal Maheswari & Co. CharteredAccountants confirming compliance with conditions of Corporate Governance as stipulatedunder Regulation 34 read with Schedule V Part E SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this Report.
CEO AND CFO CERTIFICATION
The Chairman Managing Director & CEO and the Chief Financial Officer of theCompany give annual certification on financial reporting and internal controls to theBoard in terms of regulation 17(8) read with Part B of Schedule IIof SEBI (ListingObligations and DisclosureRequirements) Regulations 2015. The Chairman and ManagingDirector and Chief Financial officer also give quarterly certification on financialresults while placing the financial results before the board in terms of Regulation 33(2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The annualcertificate given by the Chairman and Managing Director and the Chief Financial Officer ispublished in this Report.
CODE OF CONDUCT
To emphasize the importance of ethical behavior and for protection of all stakeholders'interests code of conduct for Directors and senior management was approved and adopted bythe Board at its meeting held on 28th October 2005. A copy of the code has been put onthe company's website (www.coastalroadways.com).
Declaration by the Chairman & Managing Director: I hereby confirm that:
All Board members and senior managerial personnel have affirmed compliance with code ofconduct for the financial year ended 31st March 2016.
| ||K. K. TODI |
|Kolkata 11th May 2016. ||Chairman & Managing Director |