To, The Members,
Darjeeling Ropeway Company Limited
Your Directors are present the 88th Annual Report on the Business and
Operations of the Company along with the Audited Statement of Accounts for the Financial
Year ended on 31st March, 2025.
1. FINANCIAL RESULT:
The financial performance of the Company for the Financial Year ended on 31st
March, 2025 and for the previous Financial Year ended on 31st March, 2024 is
given below:
(Rs.in Lakhs)
| Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
91.01 |
0.00 |
| Other Income |
0.00 |
0.00 |
| Total Revenue |
91.01 |
0.00 |
| Total Expenses |
116.89 |
4.07 |
| Profit/Loss Before Exceptional and Extra Ordinary |
(25.88) |
(4.07) |
| Items and Tax |
|
|
| Less: Exceptional Items |
0 |
0 |
| Profit / Loss before Tax Expenses |
(25.88) |
(4.07) |
| Less: Current Tax |
0.00 |
0.00 |
| Deferred Tax |
(0.81) |
(0.03) |
| Profit/Loss for the Period |
(26.69) |
(4.09) |
| Earning Per Share (in Rs. ) |
|
|
| Basic |
(0.88) |
(0.13) |
| Diluted |
(0.88) |
(0.13) |
2. OPERATIONS:
For the financial year 2024-25, the Company recorded revenue from operations of Rs.
91.01 lakhs, compared to Nil revenue in the previous financial year 2023-24. The Company
reported a loss before tax of Rs. 25.88 lakhs in the financial year 2024-25, as against a
loss of Rs. 4.09 lakhs in the previous financial year. The net loss after tax for the
financial year 2024-25 stood at Rs. 26.69 lakhs, compared to a net loss after tax of Rs.
4.09 lakhs in the previous financial year.
3. TRANSFER TO RESERVES:
The Company has incurred a loss for a Financial Year ending on 31st March,
2025. Accordingly, the loss has been adjusted in the Profit and loss account under the
"Reserves and Surplus".
4. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2024-25, there is 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, the Annual Return as
on 31st March, 2025 is available on the Company Website at
http://www.darjeelingrcl.com .
6. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The authorized share capital of the Company as on 31st March, 2025 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, 2025 is Rs.
3,05,00,000/- (Rupees Three Crores Five Lakhs Only) divided into 30,50,000 (Thirty Lakhs
Fifty Thousand) equity shares of Rs. 10.00/- (Rupees Ten Only) each.
7. DIVIDEND:
To conserve resources for future prospect and growth of the Company, your Directors
regret to declare Dividend for the Financial Year 2024-25(Previous Year - Nil).
8. 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 6 (Six) times i.e. 13th
May, 2024, 10th August, 2024, 3rd September, 2024, 1st
October, 2024, 23rd October, 2024, and 12th February, 2025.
9. 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 31stMarch,
2025 the applicable accounting standards 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, 2025,
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.
10. 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 Section186 of the Companies Act, 2013 are provided in the financial
statement.
11. 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 darjeelingropeway@gmail.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.
Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the details of contracts/arrangements entered with related parties in
prescribed Form AOC-2, is annexed herewith as Annexure I to this Report.
12. 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.
13. 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.
14. RESERVES & SURPLUS:
| Sr. No. Particulars |
Rs. in Lakhs |
| 1. Balance at the beginning of the year |
198.24 |
| 2. Current Year's Profit / Loss |
(26.69) |
| 3. Amount of Securities Premium and other Reserves |
0.00 |
| Total |
171.55 |
15. 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.
16. 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:
Issue of Warrants, convertible into Equity shares to person(s) and/ or entity(ies)
belonging to "Non-promoter Category" on a Preferential basis:
The Shareholders have approved agenda for the issuance of 70,00,000 Convertible
warrants at a price of Rs. 16.80/- (comprising Face value of Rs. 10.00/- each and Premium
of Rs. 6.80/- each) aggregating of Rs. 11,76,00,000/- in the Extra-Ordinary General
Meeting held on Monday, 18th November, 2024. In-principle approval for the said
issue from BSE Limited is yet to be received.
17. TRANSFER TO UNCLAIMED DIVIDEN 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.
18. 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.
19. 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.
Export revenue constituted 0 % of the total revenue in FY 2024-25;
Sr. No. Foreign exchange earnings and outgo |
F.Y. 2024-25 |
F.Y. 2023-24 |
| 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 |
20. 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.
21. 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.
22. 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 2024-25.
23. 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.
24. 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. Sahil Gujral |
Chief Financial Officer |
APYPG0639J |
| 2. Mr. Pranav Vajani |
Non-Executive and Independent Director |
09213749 |
| 3. Mr. Premaram Jaitaram Patel1 |
Non-Executive and Independent Director |
09324872 |
| 4. Mr. Himanshu Shah3 |
Chief Executive Officer |
ACSPS6353A |
| 5. Ms. Priyanka Jitendrakumar Bakhtyarpur4 |
Company Secretary |
AYAPB2174J |
| 6. Mr. Pradeep Sutodiya7 |
Non-Executive and Independent Director |
01025354 |
| 7. Mr. Ashok Dilipkumar Jain5 |
Managing Director |
03013476 |
| 8. Ms. Viha Ashok Jain6 |
Non-Executive and Non-Independent Director |
10818292 |
| 9. Ms. Megha Gujral7 |
Non-Executive and Non-Independent Director |
09687697 |
| 10. Mr. Surindra Pal Singh5 |
Managing Director |
103794167 |
| 11. Mr. Digesh Deshaval2 |
Non-Executive and Non-Independent Director |
09218553 |
| 12. Ms. Adya Ojha10 |
Company Secretary |
ABGP04428B |
1
Mr. Premaram Jaitaram Patel has been appointed as non-executive and independent
director of the Company, w.e.f. 3
rd September, 2024.
2Mr. Digesh
Deshaval resigned from the post of independent director w.e.f. 3
rd
September,2024
3Mr. Himanshu Shah Appointed as Chief Executive Director
resigned w.e.f 3
rd September, 2024.
4Ms. Priyanka Jitendra Kumar
Bakhtyarpuri has been appointed as the Company Secretary of the Company, w.e.f. 1
st
October, 2024.
5Mr. Ashok Dilipkumar Jain has been appointed as Managing
Director w. e. f. 23
rd October, 2024.
6Ms. Viha Ashok Jain has been
appointed as Non-Executive and Non-Independent Director w. e. f. 23
rd October,
2024.
7Mr. Pradeep Sutodiya has been appointed as non-executive and independent
director of the Company, w. e. f. 23
rd October, 2024.
8Ms. Megha
Gujral has resigned from the post of non-executive and non-independent Director w.e.f. 25
th
October, 2024.
9Mr. Surinder Pal Singh has also resigned from the post of
Managing Director of the Company, w.e.f. 25
th October, 2024.
10Ms.
Adya Ojha had given resignation from the post of Company Secretary w.e.f. 27
th
June, 2024
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 2024-25 and till the date of
Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by
rotation.
25. 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. 26.
DECLARATION BY INDEPENDENT DIRECTORS: Mr. Premaram Jaitaram Patel, Mr. Pranav Vajani and
Mr. Pradeep Sutodiya 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.27. 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 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.
28. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
29. DEPOSITS:
As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor
renewed any deposits during the Financial Year 2024-25. Hence the Company has not
defaulted in repayment of deposits or payment of interest during the Financial Year.
30. 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.
31. AUDITORS AND THEIR REPORTS:
A. Statutory Auditor:
M/s. K M Chauhan & Associates, Chartered Accountants, Rajkot, (FRN: 125924W), were
appointed as the Statutory Auditors of the Company in the 87th Annual General
Meeting of the Company held on Thursday, 26th September, 2024.
The Report issued by Statutory Auditors for Financial Year 2024-25 does not contain any
qualifications or adverse remark. The Statutory Auditors have not reported any fraud under
section 143(12) of the Act. Auditor's report for the Financial Year ended 31st
March, 2025 has been issued with an unmodified opinion, by the Statutory Auditors.
Maintenance of cost records as specified under Companies Act, 2013 is not applicable to
the Company.
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. Jay Pandya & Associates, Company Secretaries, Ahmedabad (FRN:
S2024GJ963300) to conduct Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year ended 31st March, 2025
is annexed herewith as Annexure – II in form MR-3. There are no Remarks or
qualification marks in the Secretarial Audit report except; a) Company has not appointed
Company secretary within 3 Months as per Regulation 6 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per
Section 203(4) of Companies Act 2013.
Reply:
The previous Company Secretary tendered their resignation effective 27th
June 2024. The Company appointed a new Company Secretary with effect from 1st
October 2024.
During the interim period, the Company was actively engaged in the process of
identifying and finalizing a suitable candidate for the position. Despite best efforts,
the appointment was delayed by three days beyond the stipulated timeframe due to
procedural and selection-related considerations.
The delay was inadvertent and not intentional, and the Company remains committed to
complying with all applicable provisions under Regulation 6 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and Section 203(4) of the
Companies Act, 2013. The Company has since regularized the appointment, and necessary
disclosures have been made, where applicable.
C. Internal Auditor:
The Board of directors has appointed Mr. Harshil Shah, Chartered Accountant, as the
internal auditor of the Company. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from
time to time.
32. DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee were held on
13th May, 2024, 10th August, 2024, 3rd September, 2024,
23rd October, 2024, and 12th February, 2025 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. Pranav Vajani |
Member |
5 |
5 |
| Mr. Surinder Pal Singh2 |
Member |
3 |
3 |
| Mr. Premaram Jaitaram Patel1 |
Chairperson |
3 |
3 |
| Mr. Ashok Dilipkumar Jain2 |
Member |
2 |
2 |
| Mr. Digesh Deshaval1 |
Chairperson |
2 |
2 |
1.
Committee of the Company w.e.f. 3rd September, 2024.
2.
Mr. Ashok Dilipkumar Jain had appointed as member and Mr. Surinder Pal Singh
has been resigned from the Member of Audit Committee w.e.f. 23
rd October, 2024.
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 3rd September, 2024, 1st
October, 2024 and 23rd October, 2024 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. Pranav Vajani |
Member |
3 |
3 |
| Ms. Megha Gujral2 |
Member |
2 |
2 |
| Mr. Digesh Deshaval 2 |
Member |
NA |
NA |
| Mr. Premaram Jaitaram Patel1 |
Chairman |
3 |
3 |
| Ms. Viha Ashok Jain2 |
Member |
1 |
1 |
1.
Mr. Premaram Jaitaram Patel had appointed as Chairman and Mr. Digesh Deshaval
has been resigned from the post of member of the Audit Committee w.e.f 3
rd
September,2024.
2. Ms. Viha Ashok Jain had appointed as member and Ms. Megha
Gujral has been resigned from the post of member of the Audit Committee w.e.f. 23
rd
October, 2024.
C. Composition of Stakeholder Relationship Committee:
During the year under review, meeting of the Stakeholder Relation committee was held on
3rd September, 2024 and 23rd October, 2024 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 |
| Mr. Surinder Pal Singh3 |
1 |
1 |
| Ms. Megha Gujral2 |
1 |
1 |
| Mr. Ashok Dilipkumar Jain3 |
1 |
1 |
| Mr. Pranav Vajani1 |
2 |
2 |
| Mr. Pradeep Sutodiya2 |
1 |
1 |
| Mr. Digesh Deshaval1 |
1 |
1 |
1.
Mr. Pranav Vajani had appointed as Member and Mr. Digesh Deshaval has been
resigned from the post of member of the Stakeholder Relationship Committee w.e.f 3
rd
September, 2024.
2. Mr. Pradeep Sutodiya appointed as Chairperson and Ms. Megha
Gujaral has been resigned from the post of Chairperson of the Stakeholder Relationship
Committee w.e.f 23
rd October, 2024
3. Mr. Ashok Dilipkumar Jain
appointed as Member and Mr. Surinder Pal Singh has been resigned from the post of Member
of the Stakeholder Relationship Committee w.e.f 23
rd October, 2024
33. 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
34. 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 http://www.darjeelingrcl.com.
35. 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.
36. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (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.
37. 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.
38. 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:
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.
39. 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 – III.
40. 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.
41. 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.
42. 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 Wednesday, 12th
February, 2025, 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.
43. 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.
| By the Order of the Board |
| Darjeeling Ropeway Company Limited |
| Sd/- |
Sd/- |
| Ashok Dilipkumar Jain |
Viha Ashok Jain |
| Managing Director |
Director |
| DIN: 03013476 |
DIN: 09213749 |
| Registered Office: |
| 104, Floor-1, Shreeji Darshan, Tata Road No. 2, |
| Roxy Cinema Opera House, Girgaon, Mumbai |
| 400 004 |
|
| Date: 28th July, 2025 |
| Place: Mumbai |
|
