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Coastal Roadways Ltd.

BSE: 520131 Sector: Others
NSE: N.A. ISIN Code: INE229E01019
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NSE 05:30 | 01 Jan Coastal Roadways Ltd
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VOLUME 300
52-Week high 26.60
52-Week low 22.75
P/E
Mkt Cap.(Rs cr) 9
Buy Price 23.90
Buy Qty 400.00
Sell Price 23.90
Sell Qty 100.00
OPEN 22.75
CLOSE 22.75
VOLUME 300
52-Week high 26.60
52-Week low 22.75
P/E
Mkt Cap.(Rs cr) 9
Buy Price 23.90
Buy Qty 400.00
Sell Price 23.90
Sell Qty 100.00

Coastal Roadways Ltd. (COASTALROADWAYS) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 51st Annual Report togetherwith the Audited statement of Accounts for the year ended 31st March 2019.

OPERATING RESULTS : 2018-19 2017-18
(Rs. in lacs) (Rs. in lacs)
Freight Earnings 5214.47 5461.99
Net Earnings (167.53) 30.69
Less : Provision for Taxation (55.81) 7.93
Net Surplus (111.72) 22.76
Prior Period Adjustments
Other Comprehensive Income (0.82) (0.47)
Balance brought forward from previous year (31.40) (53.69)
Balance carried forward to next year (143.94) (31.40)
Appropriations:
Transfer to General Reserve
Balance carried forward to next year (143.94) (31.40)
(143.94) (31.40)

DIVIDEND:

In view of the current losses the Directors express their inability to recommend anydividend for the year ended 31st March 2019.

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 standards have been followed and wherever required properexplanations relating to material departures have been given.

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments and Re-Appointments

Sri Kanhaiya Kumar Todi and Sri Sushil Kumar Todi retire from the board by rotation atconclusion of the ensuing Annual General Meeting and being eligible offer themselves forre-appointment.

During the year the Board of Directors appointed Sri Jagpal Singh as an AdditionalDirector with effect from 28th May 2019 to hold office up to the date of the forthcomingAnnual General Meeting. Being eligible Sri Jagpal Singh has offered himself to beappointed as the Independent Director of your Company.

In terms of the requirements of the Companies Act 2013 the Independent Directors ofthe Company were appointed for a period of five years on 5th August 2014. Such term ofappointment of the Independent Directors shall come to an end on 4th August 2019. In viewof the same the Board of Directors have basis the recommendation of the Nomination andRemuneration Committee proposed to re-appoint Sri Beni Gopal Daga and Sri Dipak Dey as theIndependent Directors of the Company for a second term. A resolution proposingreappointment of Independent Directors of the Company for the second term pursuant toSection 149 of the Companies Act 2013 forms part of the Notice of Annual General Meeting.There are no further appointments and/ or re-appointments during the year.

Sri Om Prakash Kanoria Independent Director of the company resigned wef 16thJanuary 2019 the Board places on record its sincere appreciation for his contributionsduring his tenure of office.

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 2015and 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.

Board Evaluation

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.

CORPORATE GOVERNANCE:

The compliance with provisions of Corporate Governance are non-mandatory for yourcompany as per Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements)Regulations2015.The Board remains committed to maintain the higheststandards of Corporate Governance and has implemented several good practices as prevalentin the industry. 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.

RISK MANAGEMENT:

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 AUDITOR'S REPORT

Statutory Auditors:

M/s. Patanjali & Co. Chartered Accountants were appointed as Statutory Auditors ofyour Company at the Annual General Meeting held on 5th September 2017 for a term of fiveconsecutive years subject to annual ratification at AGMs. In accordance with theCompanies Amendment Act 2017 enforced on 7th May 2018 by the Ministry of CorporateAffairs the appointment of Statutory Auditors is not required to be ratified at everyAnnual General Meeting. They have confirmed that they are not disqualified from continuingas Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There is no audit qualification for the year under review.

Secretarial Auditor:

Sri Debasish Mukherjee Practising Company Secretary was appointed to conduct theSecretarial Audit of the Company for the financial year 2018-19 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for FY2018-19 is annexed herewith as Annexure C to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.

The Board has re-appointed Sri Debasish Mukherjee Practicing Company Secretary asSecretarial Auditor of the Company for the financial year 2019-20.

DISCLOSURES:

Audit Committee:

The Audit Committee comprised 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. Consequent to resignation of SriOm Prakash Kanoria wef 16th January 2019 the committee was reconstituted on 28thMay 2019 to include Sri Jagpal Singh.

Vigil Mechanism:

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.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Directors and the designated employees have confirmedcompliance with the Code.

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.The annual return of the company has been placed on the website of the company athttp://coastalroadways.com/annual_reports.html

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 withinterest of 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:

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 as amended are annexed herewith asAnnexure - F to this report.

Disclosures pertaining to remuneration of top 10 employees as required under 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 as amended are annexedherewith as Annexure - G to this report. Further the report and the accounts are beingsent to the members excluding the aforesaid annexure. In terms of Section 136 of the Actthe said annexure is open for inspection at the Corporate Office of the Company duringbusiness hours on working days of the Company upto the date of the forthcoming AnnualGeneral Meeting. Any member interested in obtaining a copy of the same may write to theCompany Secretary and the same will be provided free of cost to the member.

GENERAL:

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.

ACKNOWLEDGMENTS:

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.

Place: Kolkata On behalf of the Board of Directors
(K. K. Todi)
Date : The 28th day of May 2019 Chairman

ANNEXURE - D TO THE DIRECTORS' REPORT

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS& OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES 2014

A. Conservation of Energy

During the year the Company has taken following steps to conserve energy:

1. Whenever there was any renovation provision for natural lighting using transparentsheets was made to reduce artificial lighting and usage of electricity.

2. CFL/LED lighting is being implemented to reduce energy consumption in all offices.

3. The enhanced usages of longer wheel base vehicles in order to carry more loads atlesser fuel consumption.

4. Organised Workshops in collaboration with OEMs for drivers to train them forensuring optimum efficiency in fuel consumption.

5. The company is also exploring the opportunities of using Bio-Diesel in its fleet forwhich discussions are being made with vehicle manufacturers.

6. No Capital Investment in energy conservation equipments was made during the year.

B. Technology Absorption

The logistics Industry in India is evolving rapidly and Indian logistics players areincreasing investing in IT and it is playing a vital role in modernizing and organizingthe logistics sector in India.

Introduction of cost effective models have propelled a paradigm shift in the Indianlogistics market. With the latest technology logistics service providers are no longerrestricted to the geographical boundaries but can expand their business to any location.

It is our constant endeavour to understand customer needs and deliver accordingly. Acustomer-centric delivery model has been deployed which encourages adoption of newservices and technology to ensure customer satisfaction and loyalty.

We have a technology-enabled vehicle tracking system which helps ensure bettermanagement of assets timely and transparent reporting of deliveries to the customersthrough online means including website and emails.

Majority of the company's fleet is also fitted with “JRM” (Journey RiskManagement) Devices which provide real time alerts to drivers by way of light and soundindicators on risk perceptions in the areas they are driving. We are also in process ofmoving to next gen GPS technology which will be capable of give advance alerts to driversto avoid incidents.

The toll tax payments on national highways is done through RFID based digital mode.

The company has neither imported any technology nor incurred any expenditure onResearch and Development.

C. Foreign Exchange Earnings & Outgo

The Company's operations are domestic and does not involve and foreign exchangeearnings. Foreign Exchange outgo in terms of actual outflows amounted to 10267/-(PreviousYear 5301/-)

ANNEXURE - F TO THE DIRECTORS' REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 AS AMENDED

i)

Serial No. Name of the Director/KMP and designation Remuneration of the Director/KMP for the financial year % increase in the Remuneration in financial year Ration of Remuneration of each director to the median remuneration of employees
2018-19 2018-19
1 Sri Kanhaiya Kumar Todi 1000000 * 4.29x
Chairman
2 Sri Udit Todi 750000 * 2.86x
Managing Director & CEO
3 Sri Sushil Kumar Todi 1200000 Nil 5.71x
Whole Time Director
4 Sri Ashok Kumar Todi 1200000 Nil 5.71x
Whole Time Director
5 Sri Raja Saraogi 1310000 10% 6.29x
Whole Time Director & CFO
6 Ms.Sneha Jain 395033 13.3% Not Applicable
Company Secretary

* effective1st June 2018 the Chairman & Managing Director havevoluntarily withdrawn remuneration lesser by 40% and 60% of the approved remunerationsrespectively.

ii) In the financial year there was an increase of 4.5% in the median remuneration ofemployees;

iii) There were 56 permanent employees on the rolls of Company as on March 31 2019;

iv) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2017-18 was 5% whereas the managerialremuneration reduced substantially as Chairman and Managing Director had drawn lesserremunerations as stated above.

v) There is no variable component of remuneration availed by the directors.

vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.