For The Financial Year 2015-16
The Directors have pleasure in presenting their 79th Annual Reportonthebusinessand operations of the Company together with the audited financial statements forthe financial year ended March 31st2016.
1. Financial Performance of the Company
| || ||(Amount in Rs.) |
|Particulars ||Figures as at the end of current reporting period ||Figures as at the end of previous reportingperiod |
|Profit Before Tax ||(1273407) ||180453 |
|Less: Current Tax ||- ||155483 |
|Profit After Tax ||(1273407) ||24970 |
|Add: Profit/ (Loss) Brought Forward From Previous Year ||(618410) ||(643380) |
|Loss carried forward to Balance Sheet ||(1891817) ||(618410) |
|Basic/ Diluted Earnings Per Share ||(0.42) ||0.01 |
Due to losses incurred during the year theDirectors have not recommended any dividendfor the financial year 2015-16.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
Theprovisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
TheDirectors have not proposed to transferany amountto Reserves during the year.
5.Brief description of theCompanys working during the year/State ofCompanys affair
The Company being a trading company is currently engaged in trading and investment inshares and securities.
6.Change in the nature of business if any
There has been no change in the nature ofthe business of the Company during the year.
7.Material changes and commitments affecting financial position between the end of thefinancial year and date of the report
The Company is in the process of Voluntary Delisting of its equity shares from oftheCompany from the Calcutta Stock Exchange Limited.
Further equity shares of Company (Scrip Code: 539762) are listed and admitted todealings on the BSE Ltd with effect from 28-03-2016.
8.Post Balance Sheet Events
No material changes have been occurredbetween the end of the financial year of thecompany to which the financial statements relate and the date of the report.
9. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
10.Detailsof Subsidiary/Joint Ventures/Associate Companies
The company does not have any subsidiary/ Joint Ventures/ Associate Companies.
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
M/s Gupta Saharia &Co. Chartered Accountants have been appointed as StatutoryAuditors of the company till the conclusion of the Annual General Meeting of the companyto be held in the year 2019 (subject to ratification of their re-appointment at every AGM)with remuneration shall be decided by the Board in consultation with the Audit Committee.
The observations made by the Auditors are self-explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.
14 . Share Capital
Issue of equity shares with differential rights
The Company has not issued any of its securities with differentialrights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Preferential Issue of Capital
The company has not issued any Share Capital on preferential basis during the year.
15 . Extract of the Annual Return
The extract of the Annual Return pursuantto the provisions of section 92 read with Rule12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT 9) and is attached tothis Report
16. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(5) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
17.Corporate Social Responsibility (CSR)
As the company does not havenet worthof rupees five hundred crore or more or turnoverof rupees one thousand crore or more or a net profit of rupees five crore or more duringany financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.
A)Changes in Directors and Key Managerial Personnel
During the period under review following changes were made in the composition of theBoard of Directors and Key Managerial Personnel:
i) Mrs. Savita Kishan Bhaliya was appointed as the additional director w.e.f 28th May2015
ii)Mr. Arnay Gupta was appointed as the additional director w.e.f 15th July2015.
iii)Ms. RitikaJain resigned from the post of Company Secretary with effect from 1stAugust 2015. Further Ms. Amrita Saraf was appointed as the Company Secretary ofthe Company with immediate effect.
iv)Mr. Manendra Pratap Singh was appointed as the Chief Financial Officer w.e.f 28thMay 2015.However he resigned from his post w.e.f 1st September 2015.
v) Mr. Bhavesh Rasik Solanki was appointed as the Chief Financial Officerw.e.f 3rdSeptember 2015. vi)Mr. Arnay Gupta and Mrs. Savita Kishan Bhaliya were regularizedat the Annual General Meeting held on 29th September 2015.
B)Declaration by an Independent Director(s) and re-appointment
ArnayGupta and Savita KishanBhaliya IndependentDirectors of the Company have confirmedthat they fulfilled all the conditions of the Independent Directorship as laid down insubsection (6) of Section 149 of the Companies Act 2013 and the rules made thereunder and the same have been noted by the Board.
C)Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 the Board has carried out the annualperformance evaluation of its own performance and the Directors individually.
D)Familiarizationprogram for independent directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015the Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities intheCompany nature of the industry inwhichthe Company operates business model of the Company etc. through variousinitiatives. The details of such familiarization programmes are availableontheCompanys website.
19.Number of meetings of the Board of Directors
Six Meetings of the Board of Directors were held during the financial year 2015-16.These were held on the following dates:
v) 09/11/2015 and vi)10/02/2016.
Composition of the Audit committee is inaccordance with the requirements of section 177of the Companies Act 2013 which is stated below:
|Name ||Designation |
|Arnay Gupta ||Chairman |
|Rajeev Chirimar ||Member |
|Savita Kishan Bhaliya ||Member |
21.Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:
|Name ||Designation |
|Savita Kishan Bhaliya ||Chairman |
|Rajeev Chirimar ||Member |
|Arnay Gupta ||Member |
|Rommel RockyRodrigues ||Member |
22.Order of Court
The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or companys operations orfinancial conditions.
23.Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaintsreceivedregarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. There were nil complaints received during theyear under review.
24.Details of establishment of vigil mechanism for directors and employees
The Companyhas a Whistle Blower Policy to deal with instancesof fraud andmismanagement if any. The details ofestablishment of such mechanism have been disclosedonthe website.
25.Particulars of Loans Guarantees or Investments
There are noLoans guarantees or Investments as per section 186 of the Companies Act2013.
26.Particulars of Contracts or Arrangements with Related Parties:
Thecompany has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arms length basis during the financial year2015-16.
The Company earnedlossesduring the year so the Company has not provided any ManagerialRemuneration to the Directors.
28.Secretarial Audit Report
Mr. Anand Khandelia has been appointed as the Secretarial Auditor of the company. Thereis no qualification reservation or adverseremark or disclaimer made by the companysecretary in the secretarial audit report.
29.Corporate Governance Certificate
The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI(LODR) Regulations 2015 has beenannexed with the report.
30.Corporate Governance and Management Discussion & Analysis Reports
TheCorporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.
The company does not have any Risk Management Policy as the element of risk threateningthe Companys existence is very minimal.
32.Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013theDirectorsconfirm that
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) thedirectors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequateand areoperatingeffectively and
(f) the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.
|For and on behalf of the Board of Directors || |
|Sd/- ||Sd/- |
|Rommel Rocky Rodrigues ||Arnay Gupta |
|Managing Director ||Director |
|Place: Kolkata || |
|Date:25/05/2016 || |
Form No. MR-3
Secretarial Audit Report
(For the Financial year ended 31st March 2016)
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
DARJEELING ROPEWAY CO LTD
56E Hemanta Basu Sarani
Old 4 Bbd Bagh East Room No 14A Kolkata- 700001
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by DARJEELING ROPEWAY CO LTD(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2016complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by The Company for the period ended on 31st March 2016according to the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and theRules made thereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-lawsframed thereunder;
(iv) Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to the extent applicableto the Company:-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India ( Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with The Calcutta Stock ExchangeLimited and BSE Ltd.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Director Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were generally sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committees of theBoard as the case may be.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period:
The Equity Shares of the Company are listed and admitted to dealings on The BombayStock Exchange Limited w.e.f 28th March 2016.
| ||Sd/- |
|Place: Kolkata ||Anand Khandelia |
|Date: 25.05.2016 ||C P No.: 5841 |