To, The Members,
Darjeeling Industriies Limited
(Formerly known as Darjeeling Ropeway Company Limited)
Your Directors are pleased to present the 89th Board Report on the Business
and Operations of the Company along with the Audited Statement of Accounts for the
Financial Year ended on 31st March, 2026.
1. FINANCIAL RESULT:
The financial performance of the Company for the Financial Year ended on 31st
March, 2026 and for the previous Financial Year ended on 31st March, 2025 is
given below:
(Rs.in Lakhs)
| Particulars |
2025-26 |
2024-25 |
| Revenue from Operations |
445.92 |
91.01 |
| Other Income |
65.45 |
0.00 |
| Total Revenue |
511.37 |
91.01 |
| Total Expenses |
271.99 |
116.89 |
| Profit/Loss Before Exceptional and Extra Ordinary Items and Tax |
239.38 |
(25.88) |
| Less: Exceptional Items |
0 |
0 |
| Profit / Loss before Tax Expenses |
239.38 |
(25.88) |
| Less: Current Tax |
70.13 |
0.00 |
| Deferred Tax |
0.63 |
(0.81) |
| Profit/Loss for the Period |
169.87 |
(26.69) |
| Earnings Per Share (EPS) |
|
|
| Basic |
3.83 |
(0.88) |
| Diluted |
3.83 |
(0.88) |
2. OPERATIONS:
The total revenue from operations for Financial Year 2025-26 is Rs. 445.92 Lakhs as
compared to total revenue from operations of Rs. 91.01 Lakhs in the previous Financial
Year 2024-25. The Company has incurred Profit before tax for the Financial Year 2025-26 of
Rs. 239.38 Lakhs as compared to Loss of Rs. 25.88 Lakhs in the previous Financial Year
2024-25. The Net Profit after tax for the Financial Year 2025-26 is Rs. 169.87 Lakhs as
compared to Net Loss after tax Rs. 26.69 Lakhs in the previous Financial Year 2024-25. The
Directors are continuously looking for the new avenues for future growth of the Company
and expect more growth in the future period.
3. TRANSFER TO RESERVES:
The profit of the Company for the Financial Year ending on 31st March, 2026
has been transferred to profit and loss account of the Company under Reserves and Surplus
(i.e. Other Equity).
4. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2025-26, there was no change in nature of Business during the
year under review.
5. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act and Rule 12 of the
Companies (Management and Administration) Rule, 2014, the Annual Return as on 31st
March, 2026 is available on the Company Website at https://darjeelingindltd.com/.
6. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The Authorized Share Capital of the Company as on 31st March, 2026 is Rs.
10,50,00,000/- (Rupees Ten Crores Fifty Thousand Only) divided into 1,05,00,000 (One
Crores Five Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.
B. PAID-UP SHARE CAPITAL:
The Paid-up Share Capital of the Company as on 31st March, 2026 is Rs.
7,86,20,100/- (Rupees Seven Crores Eighty-six Lakhs Twenty thousand and One hundred Only)
divided into 78,62,010 (Seventy-Eight Lakhs Sixty-Two Thousand and Ten) equity shares of
Rs. 10.00/- (Rupees Ten Only) each.
During the year under the review, Paid-up Share Capital of the Company is increased
from Rs. 3,05,00,000/- (Rupees Three Crores Five Lakhs Only) divided into 30,50,000
(Thirty Lakhs Fifty Thousand Only) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to
Rs. 7,86,20,100/- (Rupees Seven Crores Eighty-six Lakhs Twenty thousand and One hundred
Only) divided into 78,62,010 (Seventy-Eight Lakhs Sixty-Two Thousand and Ten) equity
shares of Rs. 10.00/- (Rupees Ten Only) each.
The aforesaid increase in the Paid-up Share Capital was effected pursuant to the
allotment of equity shares upon conversion of warrants issued on a preferential basis, as
approved by the Board of Directors of the Company at its meetings held on 20th
October, 2025 and 21st January, 2026.
7. ALLOTMENT OF SHARES:
PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:
During the year under review, the Company allotted 18,00,000 and 30,12,010 fully
paid-up equity shares pursuant to the conversion of warrants issued on a preferential
basis, at an issue price of Rs. 16.80/- per share, comprising a face value of Rs. 10/- per
share and a premium of Rs. 6.80/- per share. The said allotments were made at the meetings
of the Board of Directors held on 20th October, 2025 and 21st
January, 2026, respectively.
8. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, the Board of
Directors do not recommend any dividend for the Financial Year 2025-26 (Previous year
NIL).
9. BOARD MEETINGS:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 14 (Fourteen) times i.e.
15th May, 2025, 23rd July, 2025, 28th July, 2025, 14th
August, 2025, 23rd September, 2025, 8th October, 2025, 20th
October, 2025, 13th November, 2025, 25th November, 2025, 29th
November, 2025, 16th December, 2025, 1st January, 2026, 21st
January, 2026 and 30th January, 2026.
10. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March,
2026 the applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there is no material departure from the same,
b. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of financial year and of the
profit of the Company for the Financial Year ended on 31st March, 2026,
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities,
d. The Directors had prepared the Annual Accounts on a going concern basis,
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively and
f. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
The details of loans, investment, guarantees and securities covered under the
provisions of Section 186 of the Companies Act, 2013 are provided in the financial
statement.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the Related Party Transactions were entered at arm's
length basis and in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of
the Listing Regulations, all Material Related Party Transactions (“material
RPTs”) require prior approval of the shareholders of the Company vide ordinary
resolution.
The Company has formulated and adopted a policy on dealing with related party
transactions, in line with Regulation 23 of the Listing Regulations, which is available on
the website of the Company at info@darjeelingindltd.com.
As a part of the mandate under the Listing Regulations and the terms of reference, the
Audit Committee undertakes quarterly review of related party transactions entered into by
the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and
Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of
transactions which are repetitive in nature, which may or may not be foreseen, not
exceeding the limits specified thereunder. The transactions under the purview of omnibus
approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party
Transactions in prescribed format with the Stock Exchanges.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details
of transactions with Related Parties are provided in the Company's financial statements in
accordance with the Accounting Standards.
13. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
14. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
15. RESERVES & SURPLUS:
| Particulars |
Rs. in Lakhs |
| 1. Balance at the beginning of the year |
172.54 |
| 2. Current Year's Profit / Loss |
169.87 |
| 3. Other Comprehensive Income |
0.00 |
| 4. Amount of Securities Premium and other Reserves |
327.22 |
| Total |
669.63 |
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your
Company as the Company does not fall under the criteria limits mentioned in the said
section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned
for Corporate Social Responsibility.
17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
Shifting of Registered Office of the Company from one state to another:
The Board of Directors of the Company, at its meeting held on 28th July,
2025, considered and approved the proposal for shifting the Registered Office of the
Company from 104, Floor-1, Shreeji Darshan, Tata
Road No. 2, Roxy Cinema Opera House, Girgaon, Mumbai 400 004, (in the State of
Maharashtra) to Krishna Complex ARK 203, Nr. Suvidha Hospital Uni., Rajkot, 360 005, (in
the State of Gujarat).
The proposed shifting of the Registered Office of the Company from the State of
Maharashtra to the State of Gujarat was subsequently approved by the members of the
Company at their meeting held on 19th August, 2026. The Company has made the
necessary application for obtaining the requisite approval of the Central Government for
shifting of its Registered Office from the State of Maharashtra to the State of Gujarat.
The said application has been duly approved by the Regional Director, and the order in
this regard was received by the Company on 2nd September, 2026.
Issue of Convertible Warrants to “Non-Promoter Category” on a Preferential
basis:
Company have proposed to issue 70,00,000 Convertible Warrants in their Board Meeting
held on 23rd October, 2024 and has been approved by the shareholder of the
Company in the Extra-Ordinary General Meeting held on 18th November, 2024.
Company has received the In-Principle approval for Issue of 70,00,000 Warrants
Convertible into Equity Shares from the BSE Exchange on 12th September, 2025.
Allotment of 70,00,000 Convertible Warrants in the Board Meeting held on Tuesday, 23rd
September, 2025, entitling the Warrant Holders to exercise option to convert and get
allotted one equity share against each warrant at a price of Rs. 16.80/- each (including
face value of Rs. 10/- and premium of Rs. 06.80/-) for cash consideration to
“Non-Promoter category” on a preferential basis.
Change in the Name of the Company:
The Board of Directors of the Company, at its meeting held on 8th October,
2025, considered and approved the proposal for change of the name of the Company from
“Darjeeling Ropeway Company Limited” to “Darjeeling Enterpriises
Limited” or such other name as may be made available and approved by the Ministry of
Corporate Affairs or any other competent authority. The proposed change in the name of the
Company was subsequently approved by the members of the Company at their meeting held on
18th December, 2025. Consequently, upon completion of the requisite statutory
and regulatory formalities, the Company was issued a fresh Certificate of Incorporation by
the Ministry of Corporate Affairs, reflecting the new name of the Company as
“Darjeeling Industriies Limited”, with effect from 26th December,
2026.
Allotment of fully Paid-up Equity Shares pursuant to the conversion of 18,00,000
Convertible Warrants to “Non-promoter Category” upon exercise of the option to
convert the Warrants into Equity Shares:
Allotment of 18,00,000 fully paid-up equity shares pursuant to the conversion of
18,00,000 Convertible Warrants, in the Board Meeting held on Monday, 20th
October, 2025.
Company has received the Trading approval for Allotment of 18,00,000 Warrants
Convertible into Equity Shares from the BSE Exchange on 9th December, 2025.
Adoption of New set of Memorandum of Association (“MOA”) of the Company along
with Alteration of Object Clause in the Memorandum of Association of the Company:
The Board of Directors of the Company, at their meeting held on 25th
November, 2025, approved the Adoption of New set of Memorandum of Association
(“MOA”) of the Company along with Alteration of Object Clause in the Memorandum
of Association with a view to expanding the business activities of the Company.
The aforesaid adoption of the new set of MOA and alteration of the Object Clause were
subsequently approved by the Members of the Company by way of a Special Resolution passed
at the Extra-ordinary General Meeting held on 18th December, 2025, conducted
through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”).
Allotment of fully paid-up equity shares pursuant to the conversion of 30,12,100
Convertible Warrants to “Non-promoter Category” upon exercise of the option to
convert the Warrants into Equity Shares:
Allotment of 30,12,100 fully paid-up equity shares pursuant to the conversion of
30,12,100 Convertible Warrants, in the Board Meeting held on Wednesday, 21st
January, 2026.
Company has received the Trading approval for Allotment of 30,12,100 Warrants
Convertible into Equity Shares from the BSE Exchange on 16th March, 2026.
Acquisition of Shares in M/s. Novva Defence Iinds Limited, resulting in the Company
becoming a Subsidiary:
Subsequent to the end of the financial year, the Company acquired shares in M/s. Novva
Defence Iinds Limited as on 22nd April, 2026. Pursuant to the said acquisition,
the Company acquired control of 99.64% over M/s. Novva Defence Iinds Limited, and
accordingly, M/s. Novva Defence Iinds Limited became a Subsidiary Company of the Company.
Corporate Office of the Company:
The Board of Directors of the Company, at its meeting held on 29th July,
2026, considered and approved the Corporate Office of the Company to be situated at
Krishna Complex, ARK 203, Nr. Suvidha Hospital, Uni. Road, Rajkot, Gujarat, India, 360005.
18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”). During the year under review, there was
no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a
period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There is no significant material orders passed by the Regulators or Courts or Tribunal,
which would impact the going concern status of the Company and its future operation.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Company has not undertaken any major initiatives with respect to conservation of
energy or technology absorption during the year under review. Hence, the particulars as
required under section 134(3)(m) of the Companies Act 2013 read with the Companies
(Accounts) Rules, 2014 are not applicable.
Export revenue constituted 0 % of the total revenue in FY 2025-26;
| Foreign exchange earnings and outgo |
F.Y. 2025-26 |
F.Y. 2024-25 |
| 1. Foreign exchange earnings |
NIL |
NIL |
| 2. CIF value of imports |
NIL |
NIL |
| 3. Expenditure in foreign currency |
NIL |
NIL |
| 4. Value of Imported and indigenous Raw Materials, Spare-parts and Components
Consumption |
NIL |
NIL |
21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT
POLICY OF THE COMPANY:
The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors
to ensure smooth operations and effective management control. The Audit Committee also
reviews the adequacy of the risk management frame work of the Company, the key risks
associated with the business and measures and steps in place to minimize the same.
22. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed “Business Conduct Policy”. Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
23. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2025-26.
24. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in AS-18 which is
forming the part of the notes to financial statement.
25.DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below:
| Name |
Designation |
DIN/PAN |
| 1. Mr. Ashok Dilipkumar Jain |
Managing Director |
03013476 |
| 2. Ms. Viha Ashok Jain |
Non-Executive and Non-Independent Director |
10818292 |
| 3. Mr. Pranav Manoj Vajani |
Non-Executive and Independent Director |
09213749 |
| 2. Mr. Premaram Jaitaram Patel |
Non-Executive and Independent Director |
09324872 |
| 3. Mr. Pradeep Sutodiya3 |
Non-Executive and Independent Director |
01025354 |
| 4. Mr. Nandish Shaileshbhai Jani4 |
Additional Non-Executive and Independent Director |
09565657 |
| 8. Ms. Priyanka Jitendrakumar Bakhtyarpuri1 |
Company Secretary and Compliance Officer |
AY******4J |
| 9. Ms. Margi Lalitbhai Dedaniya2 |
Company Secretary and Compliance Officer |
IV******7C |
| 10. Mr. Sahil Gujral |
Chief Financial Officer |
AP******9J |
1.
Ms. Priyanka Jitendrakumar Bakhtyarpuri resigned from the office of Company
Secretary and Compliance Officer of the Company w.e.f. 16
th December, 2025.
2.
Ms. Margi Lalitbhai Dedaniya was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f 1
st January, 2026. She subsequently resigned from
the office of Company Secretary and Compliance Officer w.e.f 28
th July, 2026.
3.
Mr. Pradeep Sutodiya has resigned from the post of Non-Executive and Independent
Director w.e.f. 15
th April, 2026.
4.
Mr. Nandish Shaileshbhai Jani has been appointed as an Additional
Non-Executive and Independent Director w.e.f. 3
rd September, 2026.
Apart from the above changes, there were no other changes in the composition of the
Board of Directors of the Company during the Financial Year 2025-26 and till the date of
Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by
rotation.
26.STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
Structure, composition, and role clarity of the Board and Committees; Extent of
co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the
deliberations and process management; Board / Committee culture and dynamics; and Quality
of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive,
Non-Independent Directors. These meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a. For Non-Executive & Independent Directors:
Knowledge Professional Conduct
Comply Secretarial Standard issued by ICSI Duties Role and functions
b. For Executive Directors:
Performance as leader
Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set
investment goal Professional conduct and integrity Sharing of information with Board.
Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
27. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Pranav Manoj Vajani, Mr. Nandish Shaileshbhai Jani and Mr. Premaram Jaitaram Patel
Independent Directors of the Company have confirmed to the Board that they meet the
criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and
they qualify to be Independent Director. They have also confirmed that they meet the
requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was
noted by the Board.
28. CORPORATE GOVERNANCE:
Since the Paid-up Capital of Company is less than Rs. 10.00 Crores and Turnover is less
than Rs. 25.00 Crores respectively, therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this Board's
Report.
29. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
As at 31st March, 2026, the Company did not have any Holding Company,
Subsidiary Company, Associate Company or Joint Venture.
Subsequent to 31st March, 2026, the Company acquired shares in M/s. Novva
Defence Iinds Limited, pursuant to which the said company became a Subsidiary Company of
the Company.
30. DEPOSITS:
As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor
renewed any deposits during the Financial Year 2025-26. Hence the Company has not
defaulted in repayment of deposits or payment of interest during the Financial Year.
31. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
32. AUDITORS AND THEIR REPORTS:
A. Statutory Auditor:
M/s. K M Chauhan & Associates, Chartered Accountants, Rajkot (FRN: 125924W), the
Statutory Auditors of the Company, resigned from their office with effect from 28th
July, 2025, resulting in a casual vacancy in the office of the Statutory Auditor.
The Board of Directors, based on the recommendation of the Audit Committee, had
proposed the appointment of M/s. Sunit M Chhatbar & Co., Chartered Accountants, as the
Statutory Auditors of the Company for a term of five consecutive years, commencing from
the conclusion of the 88th AGM and continuing until the conclusion of the 92nd
AGM, to be held in the year 2030, subject to the approval of the Members of the Company.
M/s. Sunit M Chhatbar & Co., Chartered Accountants, Rajkot, (FRN: 141068W), were
appointed as the Statutory Auditors of the Company in the 88th Annual General
Meeting of the Company held on Tuesday, 19th August, 2025.
There are no qualifications, reservations, adverse remarks or disclaimers made by M/s.
Sunit M Chhatbar & Co., Chartered Accountants, the Statutory Auditors of the Company,
in their Audit Report for the Financial Year ended 31st March, 2026. The
observations, if any, made in the Auditor's Report are self-explanatory and, therefore do
not call for further comments or explanations from the Board of Directors.
The Auditor's report for the financial year ended 31st March, 2026 has been
issued with an unmodified opinion by the Statutory Auditors and the report is part of the
Annual Report.
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
had appointed M/s. Jitendra Parmar & Associates, Company Secretaries (FRN:
S2023GJ903900), Ahmedabad to conduct Secretarial Audit for the Financial Year 2025-26.
The Secretarial Audit Report for the Financial Year ended 31st March, 2026
is annexed herewith as Annexure II in form MR-3. There are no Remarks or qualification
marks in the Secretarial Audit report which require any explanations or comments from the
Board of Directors.
C. Internal Auditor:
The Board of Directors has appointed Mr. Harshil Shah, Chartered Accountant, as the
Internal Auditor of the Company to conduct the Internal Audit of the Company for Financial
Year 2025-26.
The Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board of Directors from time to time. The
Internal Auditor also reviews the adequacy and effectiveness of the internal control
systems and processes of the Company, as applicable.
33.DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee were held on
15th May, 2025, 23rd July, 2025, 28th July, 2025, 23rd
September, 2025, 20th October, 2025, 13th November, 2025, 29th
November, 2025, 21st January, 2026 and 30th January, 2026. The
attendance records of the members of the Committee are as follows:
| Name |
Designation |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| Mr. Premaram Jaitaram Patel1 |
Member |
9 |
9 |
| Mr. Pranav Manoj Vajani3 |
Member |
9 |
9 |
| Mr. Ashok Dilipkumar Jain |
Member |
9 |
9 |
| Mr. Nandish Shaileshbhai Jani2 |
Chairperson |
- |
- |
1.
Change in the Designation of Mr. Premaram Jaitaram Patel from Chairperson to
Member of Audit Committee w.e.f. 3
rd September, 2026.
2.
Mr. Nandish Shaileshbhai Jani has been appointed as the Chairperson of Audit
Committee of the Company w.e.f. 3
rd September, 2026.
3.
Mr. Pranav Manoj Vajani has resigned from the post of Member of Audit
Committee w.e.f. 3
rd September, 2026.
During the year all the recommendations made by the Audit Committee were accepted by
the Board.
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of the members of the Nomination and
Remuneration committee, was held on 1st January, 2026. The attendance records
of the members of the Committee are as follows:
| Name |
Designation |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| Ms. Viha Ashok Jain |
Member |
2 |
2 |
| Mr. Pranav Manoj Vajani3 |
Member |
2 |
2 |
| Mr. Premaram Jaitaram Patel1 |
Member |
2 |
2 |
| Mr. Nandish Shaileshbhai Jani2 |
Chairperson |
- |
- |
1.
Change in the Designation of Mr. Premaram Jaitaram Patel from Chairperson to
Member of Nomination and Remuneration Committee w.e.f. 3
rd September, 2026.
2.
Mr. Nandish Shaileshbhai Jani has been appointed as the Chairperson of
Nomination and Remuneration Committee of the Company w.e.f. 3
rd September,
2026.
3.
Mr. Pranav Manoj Vajani has resigned from the post of Member of Nomination and
Remuneration Committee w.e.f. 3
rd September, 2026.
C. Composition of Stakeholder Relationship Committee:
During the year under review, meeting of the Stakeholder Relation committee was held on
28th July, 2025 and 25th November, 2025 and the attendance records
of the members of the Committee are as follows:
| Name |
Designation |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| Mr. Ashok Dilipkumar Jain1 |
Member |
2 |
2 |
| Ms. Viha Ashok Jain2 |
Chairperson |
- |
- |
| Mr. Pranav Manoj Vajani3 |
Member |
2 |
2 |
| Mr. Pradeep Sutodiya1 |
Member |
2 |
2 |
| Mr. Premaram Jaitaram Patel2 |
Member |
- |
- |
| Mr. Nandish Shaileshbhai Jani3 |
Chairperson |
- |
- |
1.
Change in the Designation of Mr. Ashok Dilipkumar Jain from Chairperson to
Member of Stakeholder Relationship Committee w.e.f. 30
th January, 2026.
2.
Ms. Viha Ashok Jain has been appointed as the Chairperson of Stakeholder
Relationship Committee of the Company w.e.f. 30
th January, 2026 and Change in
the Designation of Ms. Viha Ashok Jain from Chairperson to Member of Stakeholder
Relationship Committee w.e.f. 3
rd September, 2026.
3.
Mr. Pradeep Sutodiya has resigned from the post of Member of Stakeholder
Relationship Committee of the Company w.e.f. 30
th January, 2026.
4.
Mr. Nandish Shaileshbhai Jani has been appointed as the Chairperson of
Stakeholder Relationship Committee of the Company w.e.f. 3
rd September, 2026.
34.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Directors further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
The following no. of complaints was received under the POSH Act and the rules framed
thereunder during the year:
a.Number of complaints filed during the financial year - NIL b.Number of complaints
disposed of during the financial year - NIL c.Number of complaints pending as on end of
the financial year NIL
35.POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at https://darjeelingindltd.com/.
36.DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat
form. The Company has established connectivity with both the Depositories i.e. National
Securities Depository Limited and Central Depository Services (India) Limited and the
Demat activation number allotted to the Company is ISIN: INE830S01014. Presently shares
are held in electronic and physical mode.
37. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
38. COMPLIANCE OF MATERNITY BENEFITS ACT, 1961:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
39. THE DETAILS OF APPLOCATION MADE OR ANY PROCEDDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under the review, there were no application made or any proceeding
pending in the name of Company under Insolvency and Bankruptcy Code, 2016.
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL
INSTITUTIONS:
During the year under review, there has been no one time settlement and the valuation
done while taking loans taken from Banks and Financial Institutions along with the reasons
thereof is not applicable to the Company.
41. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook as per Annexure I to this Report.
42. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual
Report. It contains a detailed write up and explanation about the performance of the
Company.
43. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.
44. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors i.e. held on 30th January,
2026, the performance of Executive and Non-Executive Directors were evaluated in terms of
their contribution towards the growth and development of the Company. The achievements of
the targeted goals and the achievements of the expansion plans were too observed and
evaluated, the outcome of which was satisfactory for all the Directors of the Company.
45.ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
| Registered and Corporate Office: |
Darjeeling Industriies Limited |
| Krishna Complex ARK 203, |
(Formerly known as Darjeeling Ropeway Company Limited) |
| Nr. Suvidha Hospital Uni. Road, |
|
|
| Rajkot, Gujarat, India, 360005 |
|
|
|
Sd/- |
Sd/- |
| Date: 3rd September, 2026 |
Ashok Dilipkumar Jain |
Viha Ashok Jain |
| Place: Rajkot |
Managing Director |
Director |
|
DIN: 03013476 |
DIN: 09213749 |
