Dear Members,
Your Directors take pleasure in presenting the 55th Annual Report
together with the Audited Statement Of Accounts for the year ended 31st March, 2023.
| OPERATING RESULTS : |
2022-23 |
2021-22 |
|
(Rs in lakhs) |
(Rs in lakhs) |
| Freight & Services |
3898.74 |
4041.50 |
| Net Earnings |
67.98 |
66.69 |
| Less : Provision for Taxation |
11.59 |
19.66 |
| Surplus from Operations |
56.40 |
47.03 |
| Gains from Extra Ordinary Items (net of taxes) |
438.58 |
77.46 |
| Net Surplus |
494.98 |
124.49 |
| Other Comprehensive Income |
(1.93) |
0.52 |
| Balance brought forward from previous year |
75.23 |
(49.78) |
| Balance carried forward to next year |
568.28 |
75.23 |
| Appropriations: |
|
|
| Transfer to General Reserve |
-- |
-- |
| Balance carried forward to next year |
568.28 |
75.23 |
|
568.28 |
75.23 |
DIVIDEND:
In order to plough back profits, the Directors express their inability
to recommend any dividend for the year ended 31st March, 2023.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been given.
ii) the Directors have 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 the
financial year and of the profit or loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
v) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
vi) 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointments and Re-Appointments
Smt. Shikha Todi retires from the board by rotation at conclusion of
the ensuing Annual General Meeting and being eligible offer herself for re-appointment.
The Board also recommends extension of tenure of and remuneration
payable to Sri Kanhaiya Kumar Todi as Whole Time Director designated as Chairman, Managing
Director & CEO , Sri Sushil Kumar Todi as Whole Time
Director and Sri Raja Saraogi as Whole Time Director & CFO for a
period of 3 years and seek your confirmation for their re-appoinments.
Necessary resolutions seeking approval of the members for the proposed
re-appointments and remunerations has been incorporated in the Notice of the ensuing
Annual General Meeting.
Declaration from Independent Directors
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 as amended and
that there is no change in their status of Independence.
Appointment of Key Managerial Personnel
There has been no further appointment/reappointment of any Key
Managerial Personnel during the year under review.
Remuneration & Selection Policies
The Remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior Executives of the
Company including criteria for determining qualifications, positive attributes,
independence of a Director and other related matters has been provided in the Corporate
Governance Report which is annexed to this Report as Annexure - A.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and applicable
regulation of SEBI (Listing Obligations and Disclosure Requirements),Regulations 2015,
Independent Directors at their meeting without the participation of the Non-independent
Directors and Management, considered/evaluated the Boards performance, Performance of the
Chairman and other Non-independent Directors.
The Board subsequently evaluated its own performance, the working of
its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship
Committee) and Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report, which is annexed to this Report as Annexure -A.
CORPORATE GOVERNANCE:
The compliance with provisions of Corporate Governance are
non-mandatory for your company as per Regulation 15 of SEBI (Listing Obligations and
Disclosure Requirements)Regulations,2015.The Board remains committed to maintain the
highest standards of Corporate Governance and has implemented several good practices as
prevalent in the industry. Corporate Governance Report and Management Analysis and
Discussion Report pursuant to Revised Listing Agreement with Stock Exchanges in accordance
with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are provided
in separate annexure to this report as Annexure - A and B respectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operations were observed.
RISK MANAGEMENT:
Your Company laid down procedures to inform Board members about risk
assessment and minimization and has implemented the Risk Management plan and continuously
monitors it.
Details of Risk Management by the Company have been provided in the
Management Discussion and Analysis Report which is annexed to this Report as Annexure - B.
The Company also has constituted a Risk Management Committee
(Non-Mandatory) which ensures that the Company has an appropriate and effective Enterprise
Risk Management system with appropriate policies and
processes which carries out risk assessment and ensures that risk
mitigation plans are in place by validating the same at regular intervals.
A Risk Management status report is provided to the Audit Committee for
its information on a regular basis.
AUDITORS AND AUDITORS REPORT:
Statutory Auditors:
M/s. Patanjali & Co., Chartered Accountants were appointed as
Statutory Auditors of your Company at the Annual General Meeting held on 4th August, 2022,
for a term of five consecutive years. The Statutory Auditors have confirmed their
eligibility and submitted the certificate in writing that they are not disqualified to
hold the office of the Statutory Auditors.
The report given by the Statutory Auditors on the financial statements
of the Company forms part of the Annual Report. There is no qualification, reservation,
adverse remark or disclaimer given by the statutory auditors in their report.
Secretarial Auditor:
Sri Debasish Mukherjee, Practising Company Secretary was appointed to
conduct the Secretarial Audit of the Company for the financial year 2022-23, as required
under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for FY 2022-23 is annexed herewith as Annexure C to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
The Board has re-appointed Sri Debasish Mukherjee, Practising Company
Secretary, as Secretarial Auditor of the Company for the financial year 2023-24.
DISCLOSURES:
Audit Committee:
The Audit Committee comprises of Independent Directors namely Sri Dipak
Dey (Chairman), Sri Jagpal Singh and Sri Beni Gopal Daga as other members. All the
recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism:
The Vigil Mechanism of the Company also incorporates a whistle blower
policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle
blower through e-mail, or telephone line or letter to the Whistle and Ethics Officer or to
the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower
policy may be accessed on the Companys website.
Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Companys
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Directors and the designated employees
have confirmed compliance with the Code.
Meetings of the Board:
Four meetings of the board of Directors were held during the year. For
further details, please refer the Report on Corporate Governance annexed to this Report as
Annexure - A.
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and Outgo:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be disclosed under the
Companies Act, 2013, are provided in Annexure - D to this Report.
Annual Return:
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at
http://www.coastalroadwavs.com/investors/annual-return-2023.pdf
Particulars of Loans, Guarantee and Investments:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of the investments made
by company are given in the notes to the financial statements.
Particulars of Contracts or arrangements with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013:
All related party transactions that were entered into during the
financial year were on arms length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.
The names of the Company which have become or ceased to be its
subsidiary, joint ventures or associate company during the year:
There has been no such change during the year under review.
Particulars of Employees and Related Disclosures:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 ,as amended are annexed
herewith as Annexure - E to this report.
Details pertaining to remuneration as required under section 197(12) of
the companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rule, 2014.
a. There were no employees employed throughout the financial year and
was in receipt of remuneration for the year in aggregate of not less than ? 1, 02, 00,000.
b. There were no employees employed for a part of the financial year
and was in receipt of remuneration at a rate in aggregate not less than ? 8, 50,000/- per
month.
c. There were no employees employed throughout the financial year or
part thereof, was in receipt of remuneration in the year which, in the aggregate or at a
rate which in the aggregate was in excess of that drawn by the Whole-time-director and
holds by himself or along with his spouse and dependent children, not less than 2% of the
equity shares of the Company.
Disclosures pertaining to remuneration of top 10 employees as required
under section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
are annexed herewith as Annexure - F to this report. Further, the report and the accounts
are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of
the Act, the said annexure is open for inspection at the Corporate Office of the Company
during business hours on working days of the Company upto the date of the forthcoming
Annual General Meeting. Any member interested in obtaining a copy of the same may write to
the Company Secretary and the same will be provided free of cost to the member.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
company under any scheme.
4. The company does not have any subsidiary.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys operations in
future.
The Company has followed applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to Meetings of the Board of Directors and General Meetings
respectively.
Your Directors also state that during the year under review, there were
no complaints pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
Your Directors further state that there have been no material changes
and commitments affecting the financial position of the company between the end of the
financial year under review and the date of this report.
ACKNOWLEDGMENTS:
The Board wishes to place on record its gratitude for the assistance
and co-operation received from Banks, Government, Authorities, Customers, Vendors and
finally to all its members for the trust and confidence reposed in the Company. The Board
further wishes to record its sincere appreciation for the significant contributions made
by employees at all levels for their competence, dedication and contribution towards the
operations of the Company.
|
On behalf of the Board of Directors |
| Place: Kolkata Date: The 22nd day of May, 2023 |
(K. K. Todi) Chairman, Managing Director & CEO |
+91-9892691696
