To, The Members
Your Directors are pleased to present the 86thAnnual Report on the Business
and Operations of the Company along with the Audited Statement of Accounts for the
Financial Year ended on 31st March, 2023.
1. FINANCIAL RESULT
The financial performance of the Company for the Financial Year ended on 31st
March, 2023 and for the previous Financial Year ended on 31stMarch, 2021 is
given below:
| Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
0.00 |
0.00 |
| Other Income |
6.82 |
27.72 |
| Total Revenue |
6.82 |
27.72 |
| Total Expenses |
6.87 |
24.29 |
| Profit/Loss Before Exceptional and Extra Ordinary |
|
|
| Items and Tax |
(0.05) |
3.43 |
| Exceptional Items |
0.00 |
0.00 |
| Profit/Loss before Extra-Ordinary Items and Tax/ |
|
|
| Profit/Loss Before Tax |
(0.05) |
3.43 |
| Extraordinary Items |
0.00 |
0.00 |
| Profit/Loss after Extra-Ordinary Items and Tax/ |
|
|
| Profit/Loss Before Tax |
(0.05) |
3.43 |
| Tax Expense: |
|
|
| Current Tax |
0.00 |
1.12 |
| Earlier Year Tax |
0.00 |
0.45 |
| Deferred Tax |
(0.20) |
(1.64) |
| Total Tax expense |
(0.20) |
(0.07) |
| Profit/Loss for the Period |
(0.25) |
3.50 |
2. OPERATIONS
Total revenue for Financial Years 2022-23 is Rs. 6.82 Lakhs compared to the total
revenue of Rs. 27.72 Lakhs of Previous Year 2021-22. The Loss before tax for the Financial
Year 2022-23 of Rs. 0.05 Lakhs as compared to Profit before tax of Rs. 3.43 Lakhs of
Previous Year 2021-22. Net Loss after Tax for the Financial Year 2022-23 is Rs. 0.25 Lakhs
as against Net Profit after tax of Rs. 3.50 Lakhs of Previous Year 2021-22.
3. TRANSFER TO RESERVES
The profit of the Company for the Financial Year ending on 31st March, 2022
is transferred to profit and loss account of the Company under Reserves and Surplus.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in nature of Business during the year under review.
5. ANNUAL RETURN
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on 31st March, 2022 is available on the websiteof the Company.
6. BOARD MEETINGS AND ATTENDANCE
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 6 (Six) times i.e. 30th
May, 2022, 13th August, 2022, 22nd August, 2022, 1st
October, 2022, 14th November, 2022, and 10th February, 2023.
7. 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 beliefthe Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31stMarch,
2022the applicable accounting standards have been followed and there are 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 31stMarch,
2022, 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.
8. COMMENT ON AUDITORS' REPORT
There were no qualifications, reservations, adverse remarks or disclaimer made by the
Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31st March, 2023. Maintenance of cost records as specified under
Companies Act, 2013 is not applicable to the Company.
9. 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.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions to be entered by the Company with related parties will be in the
ordinary course of business and on an arm's length basis. However, the Company has not
entered into any related party transaction, asprovided in Section 188 of the Companies
Act, 2013, with the related party. Hence, Disclosure as requiredunder Section 188 of the
Companies Act, 2013 is not applicable to the Company.
11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate with operations of
the Company. The management regularly monitors the safeguarding of its assets, prevention
and detection of frauds and errors, and the accuracy and completeness of the accounting
records including timely preparation of reliable financial information.
The Head of Internal Audit together with External Audit consults and reviews the
effectiveness and efficiency of these systems and procedures to ensure that all assets are
protected against loss and that the financial and operational information is accurate and
complete in all respects.
12. RESERVES & SURPLUS
| Sr. No. Particulars |
Rs. in Lakhs |
| 1. Balance at the beginning of the year |
152.08 |
| 2. Current Year's Profit / Loss |
(0.25) |
| 3. Amount of Securities Premium and other Reserves |
32.32 |
| Total |
184.15 |
13. DIVIDEND
To conserve resources for future prospect and growth of the Company, your Directors
regret to declare Dividend for the Financial Year 2022-23(Previous Year - Nil).
14. 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.
15. 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
There are no material changes and commitments, affecting the financial position of the
Company which has occurred in the Financial Year 2022-23.
16. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaidor 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.
17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are 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.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc. Further, there was no foreign exchange earnings and outgo during the Financial
Year2021-22(Previous Year Nil).
19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place, a mechanism to identify, assess, monitor and mitigate various
risks towards the key business objectives of the Company. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company are summarized below:
| Sr. No. Name |
Designation |
DIN/ PAN |
| 1. Mr. Himanshu Shah |
Managing Director |
08198016 |
| 2. Ms. Bhargavi Patel |
Non Executive Director |
08357929 |
| 3. Mr. Dilip Doshi |
Chief Financial Officer |
AACPD8647A |
| 4. Mr. Digesh Deshaval |
Independent Director |
09218553 |
| 5. Mr. Pranav Vajani |
Independent Director |
09213749 |
| 6. Mr. Anand Lohia1 |
Company Secretary |
ACNPL3538M |
1.
Mr. Anand Lohia appointed w.e.f 01/10/22 and Resigned w.e.f
31/03/23
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 2022-23 and till the date of
Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by
rotation.
21. 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
evaluationadopted 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.
22. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Digesh Deshaval and Mr. Pranav Vajani, 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.
Theyhas 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.
23. CORPORATE GOVERNANCE
Since the Paid up Capital of Company is less than Rs. 10 Crores and Turnover is less
than Rs. 25 Crores 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.
24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company has no
Subsidiaries / Joint Venture / Associate Company. 25. DEPOSITS
As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor
renewed any deposits during the Financial Year. Hence the Company has not defaulted in
repayment of deposits or payment of interest during the Financial Year.
26. 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.
27. STATUTORY AUDITOR
M/s. Shah & Shah, Chartered Accountants, Ahmedabad, (FRN:131527W), were appointed
as the Statutory Auditors of the Company. The Auditor's report for the Financial Year
ended 31stMarch, 2023 has been issued with an unmodified opinion, by the
Statutory Auditors.
28. SECRETARIAL AUDITOR
The Board has appointed M/s. Jitendra Parmar & Associates, Company Secretaries,
Ahmedabad to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial
Audit Report for the Financial Year ended 31stMarch, 2023 is annexed herewith
marked as Annexure-1 to this Report. Remarks and Qualification marks in the Secretarial
Audit report is self-explanatory.
29. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee were held on
30th May, 2022, 13th August, 2022, 14th November, 2022,
and 10th February, 2023. and the attendance records of the members of the
Committee are as follows:
| Name |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| 1. Mr. Pranav Vajani |
4 |
4 |
| 2.Mr. Digesh Deshaval |
4 |
4 |
| 3. Mr. Himanshu Shah |
4 |
4 |
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 22nd August, 2022 and 1st
October, 2022 and the attendance records of the members of the Committee are as follows:
| Name |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| 1. Ms. Bhargavi Patel |
2 |
2 |
| 2. Mr. Digesh Deshaval |
2 |
2 |
| 3. Mr. Pranav Vajani |
2 |
2 |
C. Composition of Stakeholder Relation Committee:
During the year under review, meeting of the Stakeholder Relation committee was held on
1st October, 2022 and 10th February, 2023 and the attendance records
of the members of the Committee are as follows:
| Name |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| 1. Ms. Bhargavi Patel |
2 |
2 |
| 2. Mr. Himanshu Shah |
2 |
2 |
| 3. Mr. Digesh Deshaval |
2 |
2 |
30. 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.
31. 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.
32. INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable to the Company.
33. 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 -2.
34. INDEPENDENT DIRECTOR
Separate meetings of the Independent Directors of the Company were held on 10th
February, 2023 to discuss the agenda items as prescribed under applicable laws. All
Independent Directors have attended the said meeting. In the opinion of the Board, all the
Independent Directors fulfil the conditions of Independence as defined under the Companies
Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the Company.
35. 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 Office: |
|
| 104, Floor-1, Shreeji Darshan, Tata Road No. 2, |
|
| Roxy Cinema Opera House, Girgaon, Mumbai |
|
| 400 004 |
|
| Date: 5th September, 2023 |
|
| Place: Mumbai |
|
|
By the Order of the Board |
|
Darjeeling Ropeway Company Limited |
| Sd/- |
Sd/- |
| Himanshu Shah |
Bhargavi Patel |
| Managing Director |
Director |
| DIN: 08198016 |
DIN: 08357929 |
