Your Directors take pleasure in presenting the 52nd Annual Report togetherwith the Audited statement of Accounts for the year ended 31st March 2020.
|OPERATING RESULTS : ||2019320 ||2018319 |
| ||RS. in lacs ||RS. in lacs |
|Freight Earnings ||4221.89 ||5214.47 |
|Net Earnings ||81.72 ||167.53 |
|Less : Provision for Taxation ||15.17 ||55.81 |
|Surplus from Operations ||66.55 ||111.72 |
|Gains from Extra Ordinary Items net of taxes ||104.65 ||YY |
|Net Surplus ||38.10 ||111.72 |
|Prior Period Adjustments ||1.46 ||YY |
|Other Comprehensive Income ||0.92 ||0.82 |
|Balance brought forward from previous year ||143.94 ||31.40 |
|Balance carried forward to next year ||105.30 ||143.94 |
|Appropriations: || || |
|Transfer to General Reserve ||YY ||YY |
|Balance carried forward to next year ||105.30 ||143.94 |
| ||105.30 ||143.94 |
In view of the current losses the Directors express their inability to recommend anydividend for the year ended 31st March 2020.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause c of subYsection 3 of Section 134 of the CompaniesAct 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointments and Re3Appointments
Smt. Shikha Todi and Sri Udit Todi retire from the board by rotation at conclusion ofthe ensuing Annual General Meeting and being eligible offer themselves for reYappointment.There were no further appointments and/or reY 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 in their 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 SEBIListing Obligations and Disclosure Requirements Regulations 2015 Independent Directorsat their meeting without the participation of the NonYindependent Directors andManagement considered/evaluated the Boards performance Performance of the Chairman andother NonYindependent Directors.
The Board subsequently evaluated its own performance the working of its CommitteesAudit Nomination and Remuneration and Stakeholders Relationship Committee and IndependentDirectors 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 nonYmandatory for yourcompany as per Regulation 15 of SEBI Listing Obligations and Disclosure RequirementsRegulations2015.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 ListingObligations and Disclosure Requirements Regulation 2015 are provided in separate annexureto 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 NonMandatory 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 of yourCompany 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.
Sri Debasish Mukherjee Practising Company Secretary was appointed to conduct theSecretarial Audit of the Company for the financial year 2019Y20 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for FY2019Y20 is annexed herewith as Annexure C to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark. The Board hasreYappointed Sri Debasish Mukherjee Practicing Company Secretary as Secretarial Auditorof the Company for the financial year 2020Y21.
DISCLOSURES: Audit Committee:
The Audit Committee comprises of Independent Directors namely Sri Dipak Dey Chairman Sri Jagpal Singh and Sri Beni Gopal Daga as other members. All the recommendations made bythe 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 througheYmail 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 preYclearance 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 Y 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 insub3section 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 Section 19712 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 Y 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 andRemuneration of Managerial Personnel Rules 2014 as amended are annexed herewith asAnnexure Y G to this report. Further the report and the accounts are being sent to themembers excluding the aforesaid annexure. In terms of Section 136 of the Act the saidannexure is open for inspection at the Registered Office of the Company during businesshours on working days of the Company upto the date of the forthcoming Annual GeneralMeeting. Any member interested in obtaining a copy of the same may write to the CompanySecretary and the same will be provided free of cost to the member.
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 under anyscheme.
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. TheCompany has followed applicable Secretarial Standards i.e. SSY1 and SSY2 relating toMeetings of the Board of Directors and General Meetings respectively. Your Directors alsostate that during the year under review there were no complaints pursuant to SexualHarassment of Women at Workplace Prevention Prohibition and Redressal Act 2013. YourDirectors further state that there have been no material changes and commitments affectingthe financial position of the company between the end of the financial year under reviewand the date of this report.
In the last month of FY 2020 the COVIDY19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lockYdowns of all economic activity. For theCompany the focus immediately shifted to ensuring the health and wellYbeing of allemployees and on minimizing disruption to services for all our customers. In response toCoVidY19 crisis the Company has adopted measures to curb the spread of infection andprotect the health of its employees and ensure business continuity with minimaldisruptions.The Company has been closely monitoring the developments resulting from thespread of CoVidY19 and resumed operations as the lock down was progressively relaxed. Asper the various Government Notifications during the lock down period all logistics andtransportation activities were allowed to operate however normal supply chain have beendisrupted because of shortage of drivers inter/intra state restrictions etc. The companyfeels that these may continue for some time at varied levels in different geographiesacross the country. The overall impact of the same cannot be assessed as the crisis isongoing and the Company is facing acute crisis of drivers as well as cargo for itscontainers/trucks.
The Board wishes to place on record its gratitude for the assistance and coYoperationreceived 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
K. K. Todi
Place: Kolkata Date: The 29th day of June 2020
ANNEXURE A TO THE DIRECTORS REPORT
REPORT ON CORPORATE GOVERNANCE
COMPANY S PHILOSOPHY
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 coC operation between the Company and stakeholders to enableparticipation in Corporate Governance process.
Disclosures and transparency Your Company ensures timely and accurate disclosure onall material matters including the financial situation performance ownership andgovernance of 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 meetings wereheld on 28.05.2019 09.08.2019 14.11.2019 14.02.2020. The detailed particulars of theDirectors and their attendance are as under:
| || || || |
|Director ||Director Identification Number ||Category ||Board ||Last ||Member of Board || |
|Holdings Equity Shares |
| || || ||Meetings ||AGM || ||Member ||Chairman ||ofRS.10/C each |
|Mr.Kanhaiya Kumar Todi ||00112633 ||Chairman ||4/4 ||Yes ||6 ||CC ||CC ||330825 |
|Mr Dipak Dey ||01141084 ||Independent Director ||4/4 ||Yes ||1 ||CC ||CC ||CC |
|Mr Beni Gopal Daga ||00307973 ||Independent Director ||4/4 ||Yes ||1 ||CC ||CC ||CC |
|Mr Jagpal Singh ||06964314 ||Independent Director ||4/4 ||Yes ||1 ||CC ||CC ||CC |
|Mr Sushil Kumar Todi ||00309839 ||Whole Time Director ||2/4 ||No ||1 ||CC ||CC ||CC |
|Mr Ashok Kumar Todi ||00309721 ||Whole Time Director ||2/4 ||No ||2 ||CC ||CC ||CC |
|Mr Udit Todi ||00268484 ||Managing Director ||4/4 ||Yes ||4 ||CC ||CC ||144600 |
|Mrs Shikha Todi ||00268540 ||Non Executive Non Independent Director ||4/4 ||Yes ||4 ||CC ||CC ||165527 |
|Mr. Raja Saraogi ||00271334 ||Whole Time Director ||4/4 ||Yes ||1 ||CC ||CC ||CC |
1. The Directorship Committee Membership/Chairmanship of only Public Limited Companyexcluding Coastal Roadways Limited have been considered.
2. Shareholdings represent holdings in Director s personal capacity. Total Shareholdingof the Directors as on 31st March 2020: 640952 Equity Shares.
Video/teleCconferencing facilities are used to facilitate Directors travelling abroador present at other locations to participate in the meetings.
Mr Kanhaiya Kumar Todi is the spouse of Mrs Shikha Todi and father of Mr Udit Todi. MrKanhaiya Kumar Todi Mr Sushil Kumar Todi and Mr Ashok Kumar Todi are brothers. None ofthe 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. Based on the declarations received from the Independent Directors the Boardof Directors has confirmed that they meet the criteria of Independence as mentioned underRegulation 16 1 b of the SEBI Listing Regulations and that they are Independent of themanagement.
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:
Understanding the nature and role of Independent Directors position.
Understanding of risks associated with the business.
Application of knowledge for rendering advice to management for resolution of businessissues.
Offer constructive challenge to management strategies and proposals.
Active engagement with the management and attentiveness to progress of decisions taken.
NonCpartisan appraisal of issues.
Own recommendations given professionally without tending to majority or popular views.
Heading Board SubCcommittees.
Driving any function or identified initiative based on domain knowledge and experience.
Commitment to role fiduciary responsibilities as a Board member.
Attendance and 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 nonCexecutive independent directors Mr.Dipak DeyChairman Mr. Jagpal Singh and Mr. Beni Gopal Daga. The committee met 4 times Mr. DipakDey Mr.Jagpal Singh and Mr. Beni Gopal Daga attended all the 4 meetings.
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 the Companiesact 2013 all other applicable provisions.
NOMINATION REMUNERATION COMMITTEE
The Nomination Remuneration Committee has been reconstituted on 28th May2019 and comprises of 3 three nonC executive independent directors Mr.Beni Gopal DagaChairman and Mr. Jagpal Singh and Mr. Dipak Dey and 1 one whole time director Mr. KanhaiyaKumar Todi. The committee met 1 one time and was attended by all the 4 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/WholeCtime Director s and Senior Management one level below theBoard of Directors ;
? Reviewing the performance of the Managing/WholeCtime Director s /Senior Managementand recommending 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 WholeCtime Director s and;
? Structure and design a suitable succession planning policy for the Board and SeniorManagement team of the Company.
REMUNERATION POLICY a. Remuneration to Non Executive Directors
The NonCExecutive 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 andwholeCtime Director shall be governed by the recommendation of Nomination RemunerationCommittee resolution passed by the Board of Directors and shareholders of the Company.Payment of remuneration to Executive Directors shall be governed by the respectiveAgreements executed between them and the Company. The remuneration package of Chairman andManaging Director and wholeCtime Director comprises of salary perquisites and allowancesand contribution to Provident Fund as approved by the shareholders at the General Meeting.Annual increments are linked to performance and shall be decided by the RemunerationCommittee 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 wholeCtime KMP of the Company shall not hold office in more than one company.However a wholeCtime 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 Obligations andDisclosure Requirements Regulations 2015 with stock exchanges and Section 149 6 of theCompanies Act 2013 read with Companies Appointment Qualification of Directors Rules 2014and all other applicable provisions of the said act including their continued adherence tothe Code for Independent Directors as specified in Schedule IV to the CompaniesAct 2013
REMUNERATION TO DIRECTORS
The details of remuneration paid to the Directors during the year under review: C
|Director ||Salaries Perquisites ||Sitting Fees |
|Mr. Kanhaiya Kumar Todi ||RS.900000 ||CC |
|Mr. Sushil Kumar Todi ||RS.1200000 ||CC |
|Mr. Ashok Kumar Todi ||RS.1200000 ||CC |
|Mr. Udit Todi ||RS.600000 ||CC |
|Mr Raja Saraogi ||RS.1320000 ||CC |
|Mr. Dipak Dey ||CC ||RS.16000 |
|Mr. Beni Gopal Daga ||CC ||RS.16000 |
|Mr. Jagpal Singh ||CC ||RS.16000 |
|Mrs. Shikha Todi ||CC ||RS.16000 |
Mr.Kanhiaya Kumar Todi Mr.Udit Todi have been voluntarily drawing remuneration lower by40% and 60% respectively of the approved remuneration since 01.06.2018.
In terms of Regulation 40 1 of SEBI Listing Regulations as amended securities can betransferred only in dematerialized form w.e.f.April 1 2019 except in case of requestreceived for transmission or transposition of securities. Members holding shares inphysical form are requested to consider converting their holdings to dematerialized form.Transfers of equity shares in electronic form are effected through the depositories withno involvement of the Company.The Directors and certain Company officials Secreterialofficer are authorised by the Board severally to approve transfers which are noted atsubsequent Board Meetings.
The Company confirms that there were no share transmission pending as on 31.03.2020 andall request for dematerialization of shares as on that date were confirmed /rejected intothe NSDL system.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has 3 members with Mr. Jagpal Singh nonexecutive independent director as its Chairman and Mr. Kanhaiya Kumar Todi Chairman andMr. Udit Todi Managing Director as its members with its terms of reference includingmatters specified in Regulation 20 of SEBI Listing Obligations and Disclosure RequirementsRegulations 2015 and Section 178 of the Companies Act 2013.
Miss .Sneha Jain Company Secretary and Compliance Officer is the Compliance Officerfor complying with requirements of Securities Laws and Listing Agreement with StockExchange.
During the year under review NIL complaints were received from shareholders and allwere addressed and resolved within stipulated time:
|Nature of Complaints ||No. of Complaints |
|Non Receipt of Annual Reports ||Nil |
|Non Receipt/Revalidation of Dividend Warrants ||Nil |
|Non Receipt of Transfer Certificates ||Nil |
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 datetime and the special resolutions passed thereat are as under:
|Year ||Date ||Time ||Special Resolutions Passed |
|2018C19 ||09.08. 19 ||11:30 am ||Reappointment of Sri Beni Gopal Daga as Independent Director |
|2018C19 ||09.08. 19 ||11:30 am ||Reappointment of Sri Dipak Dey as Independent Director |
|2018C19 ||09.08. 19 ||11:30 am ||Appointment of Sri Jagpal Singh as Independent Director |
|2018C19 ||09.08. 19 ||11:30 am ||Continuation of term of Sri Jagpal Singh on attaining age of 75 years |
|2017C18 ||08.08.18 ||11:00 am ||Keeping registers returns etc. at a place other than Registered Office |
|2016C17 ||05.09.17 ||11:00 am ||No Special Resolution passed in the 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 nonCcompliance 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 under thesupervision 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 nonCmandatory 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 HalfCYearly 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 webCsite of the company www.coastalroadways.com and at the website of stockexchange where the company is listed. The Management Analysis Discussion Report form partof this Annual Report and is also being posted to all shareholders.
GENERAL SHAREHOLDER INFORMATION a Annual General Meeting is proposed to be held on22nd September 2020 at 11:30 A.M through Video Conferencing
/ Other AudioCVisual Means b Financial Year : April 1 to March 31 c Financial Calendartentative
|C Annual Results Audited ||29 June 2020 |
|C Annual General Meeting ||22nd September 2020 |
|C Quarterly Results ||Within 45 days from the end of the quarter |
|d Dates of Book Closure ||7th September 2020 to 9th September 2020 |
|e Listing of Equity Shares ||BSE Limited 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 BSE Limited.
|Months ||High Rs. ||Low Rs. ||Volume |
|April 2019 ||C ||C ||C |
|May 2019 ||22.25 ||21.50 ||600 |
|June 2019 ||26.25 ||22.90 ||1400 |
|July 2019 ||29.25 ||26.55 ||2800 |
|August 2019 ||26.60 ||26.60 ||100 |
|September 2019 ||C ||C ||C |
|October 2019 ||25.30 ||25.30 ||100 |
|November 2019 ||C ||C ||C |
|December 2019 ||26.50 ||26.50 ||100 |
|January 2020 ||25.20 ||23.95 ||200 |
|February 2020 ||C ||C ||C |
|March 2020 ||C ||C ||C |
h Share Price Performance in comparison to broad based indices BSE Sensex as onMarch 31 2020.During the year under review the BSE Sensex decreased by 26.46% and thestock prices of your company s equity shares increased by 16.83% as per the last availablequotation of 9th January 2020.
i Registrars Share Transfer System
M/s .S K Infosolutions Pvt. Ltd. 34/1A Sudhir Chatterjee Street Kolkata 700006 are the SEBI Registered Registrars and Share Transfer Agents appointed by thecompany. All requests for transmission splits consolidation dematerialization etc maybe sent directly to them or to the company s secretarial department at its corporateoffice at Kolkata.
j Distribution of ShareCholding as on 31st March 2020.
|Shares Held || |
| ||Number ||% ||Quantity ||% |
|Upto 500 ||2729 ||91.27 ||382100 ||9.21 |
|501 to 1000 ||134 ||4.49 ||119800 ||2.9 |
|1001 to 2000 ||69 ||2.31 ||104500 ||2.52 |
|2001 to 3000 ||12 ||0.4 ||29900 ||0.72 |
|3001 to 4000 ||10 ||0.33 ||35600 ||0.86 |
|4001 to 5000 ||9 ||0.3 ||42200 ||1.02 |
|5001 to 10000 ||4 ||0.13 ||30300 ||0.73 |
|10001 to 50000 ||11 ||0.37 ||334650 ||8.07 |
|50001 to 100000 ||1 ||0.03 ||64023 ||1.54 |
|100001 and above ||11 ||0.37 ||3003492 ||72.43 |
|Total ||2990 ||100.00 ||4146565 ||100.00 |
|Physical Mode ||1846 ||61.74 ||446695 ||10.77 |
|Electronic Mode ||1144 ||38.26 ||3699870 ||89.23 |
k Shareholding Pattern as on 31st March 2020
|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 ||109051 ||2.63 |
|Indian Public ||818249 ||19.74 |
|NRIs/OCBs ||109250 ||2.63 |
|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 5th FloorKolkata 700 016 Phone :033C2217 2222or Email at email@example.com.
m Transfer of unpaid/unclaimed Dividend:
During the year under review the Company has credited RS.205469/C lying in theunpaid/unclaimed dividend account to the investor Education and Protection Fund IEPF . nEquity 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. Patanjali Co. Chartered Accountantsconfirming compliance with conditions of Corporate Governance as stipulated underRegulation 34 read with Schedule V Part E SEBI Listing Obligations and DisclosureRequirements Regulations 2015 is attached to this Report.
NON DISQUALIFICATION CERTIFICATE BY THE PRACTISING COMPANY SECRETARY
Certificate from the Mr. Debashis Mukjerjee Practising Company Secretary confirmingnonCdisqualification of Directors pursuant to SEBI Listing Obligations and DisclosureRequirements Regulations 2015 is attached to this Report.
CEO AND CFO CERTIFICATION
The Managing Director CEO and the Chief Financial Officer of the Company give annualcertification on financial reporting and internal controls to the Board in terms ofregulation 17 8 read with Part B of Schedule II of SEBI Listing Obligations and
Disclosure Requirements Regulations 2015. Managing Director CEO and Chief Financialofficer also give quarterly certification on financial results while placing the financialresults before the board in terms of Regulation 33 2 of SEBI Listing Obligations andDisclosure Requirements Regulations 2015. The annual certificate given by the ManagingDirector CEO and the Chief Financial Officer is published in this Report.
CODE OF CONDUCT
To emphasize the importance of ethical behavior and for protection of all stakeholdersinterests 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 Managing Director CEO I hereby confirm that:
All Board members and senior managerial personnel have affirmed compliance with code ofconduct for the financial year ended 31st March 2020.
| ||UDIT TODI |
|Kolkata 29th day of June 2020 ||Managing Director CEO |
CEO AND CFO CERTIFICATE
The Board of Directors Coastal Roadways Limited
1. We have reviewed financial statements and the cash flow statement of CoastalRoadways Limited for the year ended 31st March 2020 and to the best of our knowledge andbelief: i. these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading. ii. these statementstogether present a true and fair view of the Company s affairs and are in compliance withexisting accounting standards applicable laws and regulations.
2. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company sCode of Conduct.
3. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and we have evaluated the effectiveness of Company s internal controlsystems pertaining to financial reporting. We have not come across any reportabledeficiencies in the design or operation of such internal controls.
4. We have indicated to the Auditors and the Audit Committee: i. that there are nosignificant changes in internal control over financial reporting during the year. ii. thatthere are no significant changes in accounting policies during the year. And that thereare no instances of significant fraud of which we have become aware.
|Udit Todi ||Raja Saraogi |
|Managing Director CEO ||Whole Time Director CFO |
Kolkata the 29th day of June 2020
The Members a Coastal Roadways Limited
We have reviewed the compliance of conditions of Corporate Governance of CoastalRoadways Limited for the year ended 31st March 2020 as stipulated in Securities andExchange Board of India Listing Obligations and Disclosure Requirements Regulations 2015the "Listing Regulations" .
The compliance of conditions of the Corporate Governance is the responsibility of themanagement. Our examination was limited to procedures and implementations thereof adoptedby the company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of thecompany.
In our opinion and to the best of our information and according to explanations givento us the conditions of Corporate Governance as stipulated in the aboveCmentioned ListingAgreement with Stock Exchanges have been compiled by the company.
No investor grievances are pending for a period exceeding one month against the Companyas per the records maintained by the Stakeholders Relationship Committee.
We further state that such compliance is neither an assurance as to the futureviability of the company nor the efficiency or effectiveness with which the management hasconducted the affairs of the company.
Membership No.308163E For and on behalf of
Chartered Accountants UDIN:20061553AAAABL6318 Kolkata 29th day of June 2020.
CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS FROM PRACTISING COMPANY SECRETARY
Based on my verification of the Books Papers Minute Books forms and returns filedand other records maintained by M/s Coastal Roadways Limited having its Corporateoffice at 1/1 Camac Street 5th Floor Kolkata 700016 West Bengal and also theinformation provided by the Company its officers agents and authorized representativesI hereby report that during the Financial year ended on March 31 2020 in my opinionnone of the Director on the Board of the Company have been debarred or disqualified frombeing appointed or continuing as director of Company by Corporate Affairs or any suchStatutory Authority.
Practising Company Secretary C. P.: 5323
Membership No.:9680 UDIN: A009680B000422037
Place: Kolkata Date: 26th day of June 2020
ANNEXURE B TO THE DIRECTORS REPORT