Darjeeling Ropeway Company Ltd Directors Report

To, The Members,

Darjeeling Ropeway Company Limited

Your Directors are present the 88^th Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous Financial Year ended on 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 6 (Six) times i.e. 13^th May, 2024, 10^th August, 2024, 3^rd September, 2024, 1^st October, 2024, 23^rd October, 2024, and 12^th 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 31^stMarch, 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 31^st 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 arms 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 Auditors 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 Boards Report.

14. RESERVES & SURPLUS:

Sr. No. Particulars	Rs. in Lakhs
1. Balance at the beginning of the year	198.24
2. Current Years 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, 18^th 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 Companys 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

1Mr. 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 Boards 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 Boards 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 87^th Annual General Meeting of the Company held on Thursday, 26^th 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. Auditors report for the Financial Year ended 31^st 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 31^st 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 27^th June 2024. The Company appointed a new Company Secretary with effect from 1^st 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 13^th May, 2024, 10^th August, 2024, 3^rd September, 2024, 23^rd October, 2024, and 12^th 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. 3^rd 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 3^rd September, 2024, 1^st October, 2024 and 23^rd 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 3^rd September, 2024 and 23^rd 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 DIRECTORS 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 Companys Policy on directors 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 Companys current working and future outlook as per Annexure – III.

40. STATE OF COMPANYS 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, 12^th 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