Coastal Roadways Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 51st Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2019.

OPERATING RESULTS : 2018-19 2017-18
(Rs. in lacs) (Rs. in lacs)
Freight Earnings 5214.47 5461.99
Net Earnings (167.53) 30.69
Less : Provision for Taxation (55.81) 7.93
Net Surplus (111.72) 22.76
Prior Period Adjustments
Other Comprehensive Income (0.82) (0.47)
Balance brought forward from previous year (31.40) (53.69)
Balance carried forward to next year (143.94) (31.40)
Appropriations:
Transfer to General Reserve
Balance carried forward to next year (143.94) (31.40)
(143.94) (31.40)

DIVIDEND:

In view of the current losses, the Directors express their inability to recommend any dividend for the year ended 31st March 2019.

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

Sri Kanhaiya Kumar Todi and Sri Sushil Kumar Todi retire from the board by rotation at conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year, the Board of Directors appointed Sri Jagpal Singh as an Additional Director with effect from 28th May, 2019, to hold office up to the date of the forthcoming Annual General Meeting. Being eligible, Sri Jagpal Singh has offered himself to be appointed as the Independent Director of your Company.

In terms of the requirements of the Companies Act, 2013, the Independent Directors of the Company were appointed for a period of five years on 5th August, 2014. Such term of appointment of the Independent Directors shall come to an end on 4th August, 2019. In view of the same, the Board of Directors have basis the recommendation of the Nomination and Remuneration Committee proposed to re-appoint Sri Beni Gopal Daga and Sri Dipak Dey as the Independent Directors of the Company for a second term. A resolution proposing reappointment of Independent Directors of the Company for the second term pursuant to Section 149 of the Companies Act, 2013 forms part of the Notice of Annual General Meeting. There are no further appointments and/ or re-appointments during the year.

Sri Om Prakash Kanoria, Independent Director of the company resigned wef 16th January 2019, the Board places on record its sincere appreciation for his contributions during his tenure of office.

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 2015and that there is no change in their status of Independence.

Appointment of Key Managerial Personnel

There has been no appointment/reappointment of any Key Managerial Personnel during 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 5th September, 2017, for a term of five consecutive years, subject to annual ratification at AGMs. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There is no audit qualification for the year under review.

Secretarial Auditor:

Sri Debasish Mukherjee, Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY 2018-19 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, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2019-20.

DISCLOSURES:

Audit Committee:

The Audit Committee comprised of Independent Directors namely Sri Dipak Dey (Chairman), Sri Om Prakash Kanoria and Sri Beni Gopal Daga as other members. All the recommendations made by the Audit Committee were accepted by the Board. Consequent to resignation of Sri Om Prakash Kanoria wef 16th January 2019, the committee was reconstituted on 28th May 2019 to include Sri Jagpal Singh.

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.

Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as Annexure E to this report.The annual return of the company has been placed on the website of the company at http://coastalroadways.com/annual_reports.html

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 - F to this report.

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 - G 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.

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.

Place: Kolkata On behalf of the Board of Directors
(K. K. Todi)
Date : The 28th day of May, 2019 Chairman

ANNEXURE - D TO THE DIRECTORS REPORT

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014

A. Conservation of Energy

During the year, the Company has taken following steps to conserve energy:

1. Whenever there was any renovation, provision for natural lighting using transparent sheets was made to reduce artificial lighting and usage of electricity.

2. CFL/LED lighting is being implemented to reduce energy consumption in all offices.

3. The enhanced usages of longer wheel base vehicles in order to carry more loads at lesser fuel consumption.

4. Organised Workshops in collaboration with OEMs for drivers to train them for ensuring optimum efficiency in fuel consumption.

5. The company is also exploring the opportunities of using Bio-Diesel in its fleet for which discussions are being made with vehicle manufacturers.

6. No Capital Investment in energy conservation equipments was made during the year.

B. Technology Absorption

The logistics Industry in India is evolving rapidly and Indian logistics players are increasing investing in IT and it is playing a vital role in modernizing and organizing the logistics sector in India.

Introduction of cost effective models have propelled a paradigm shift in the Indian logistics market. With the latest technology, logistics service providers are no longer restricted to the geographical boundaries but can expand their business to any location.

It is our constant endeavour to understand customer needs and deliver accordingly. A customer-centric delivery model has been deployed which encourages adoption of new services and technology to ensure customer satisfaction and loyalty.

We have a technology-enabled vehicle tracking system which helps ensure better management of assets, timely and transparent reporting of deliveries to the customers through online means including website and emails.

Majority of the companys fleet is also fitted with “JRM” (Journey Risk Management) Devices which provide real time alerts to drivers by way of light and sound indicators on risk perceptions in the areas they are driving. We are also in process of moving to next gen GPS technology which will be capable of give advance alerts to drivers to avoid incidents.

The toll tax payments on national highways is done through RFID based digital mode.

The company has neither imported any technology nor incurred any expenditure on Research and Development.

C. Foreign Exchange Earnings & Outgo

The Companys operations are domestic and does not involve and foreign exchange earnings. Foreign Exchange outgo in terms of actual outflows amounted to 10267/-(Previous Year 5301/-)

ANNEXURE - F TO THE DIRECTORS REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, AS AMENDED

i)

Serial No. Name of the Director/KMP and designation Remuneration of the Director/KMP for the financial year % increase in the Remuneration in financial year Ration of Remuneration of each director to the median remuneration of employees
2018-19 2018-19
1 Sri Kanhaiya Kumar Todi 1000000 * 4.29x
Chairman
2 Sri Udit Todi 750000 * 2.86x
Managing Director & CEO
3 Sri Sushil Kumar Todi 1200000 Nil 5.71x
Whole Time Director
4 Sri Ashok Kumar Todi 1200000 Nil 5.71x
Whole Time Director
5 Sri Raja Saraogi 1310000 10% 6.29x
Whole Time Director & CFO
6 Ms.Sneha Jain 395033 13.3% Not Applicable
Company Secretary

* effective1st June 2018, the Chairman & Managing Director have voluntarily withdrawn remuneration lesser by 40% and 60% of the approved remunerations respectively.

ii) In the financial year, there was an increase of 4.5% in the median remuneration of employees;

iii) There were 56 permanent employees on the rolls of Company as on March 31, 2019;

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 5% whereas the managerial remuneration reduced substantially as Chairman and Managing Director had drawn lesser remunerations as stated above.

v) There is no variable component of remuneration availed by the directors.

vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.