Dear Members,
Your Directors take pleasure in presenting the 57th Annual Report together with the
Audited Statement Of
Accounts for the year ended 31st March, 2025.
OPERATING RESULTS : |
2024-25 |
2023-24 |
|
( in lakhs) |
( in lakhs) |
| Freight & Services |
4099.99 |
3824.17 |
| Net Earnings |
207.92 |
267.06 |
| Less : Provision for Taxation |
61.29 |
40.77 |
| Surplus from Operations |
146.63 |
226.29 |
| Gains from Extra Ordinary Items (net of taxes) |
- |
135.82 |
| Net Surplus |
146.63 |
362.11 |
| Other Comprehensive Income |
(1.51) |
(0.97) |
| Total Comprehensive Income |
145.12 |
361.14 |
DIVIDEND:
In order to plough back profits, the Directors do not recommend any dividend for the
year ended 31st March,
2025.
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 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 have 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 have 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 Jagpal Singh (DIN:06964314) was re-appointed as Independent director for a second
term of 5 years from 28th May 2024 to 27th May 2029.Sri Dinesh Arya (DIN:00168213) and
Smt. Minu Tulsian (DIN:07208466) were appointed as Independent Director for a term 5 years
from 27th June 2024 to 26th June 2029.
Sri Sushil Kumar Todi (DIN:00309839) retires from the board by rotation at conclusion
of the ensuing Annual
General Meeting and being eligible offer himself for re-appointment.
Necessary resolutions seeking approval of the members for the proposed re-appointment
have 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
Regulations, 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 AUDITOR'S REPORT:
Statutory Auditors:
M/s. Patanjali & Co., Chartered Accountants (FRN:308163E) 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 2024-25, as required under Section
204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for FY
2024-25 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 2025-26.
DISCLOSURES:
Audit Committee:
The Audit Committee comprised of Independent Directors namely Sri Dipak Dey (Chairman),
Sri Jagpal Singh and Sri Beni Gopal Daga as other members till 26th June, 2024. W.e.f.
27th June, 2024 the committee was reconstituted with Sri Jagpal Singh (Chairman), Sri
Dinesh Arya and Smt. Minu Tulsian 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 Company's website link
http://www.coastalroadways.com/investors/vigil-mechanism.pdf
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 Company's 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:
Five 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 on the
website of the Company at
http://www.coastalroadways.com/investors/annual-return-2025.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
arm's 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.
Listing Status:
During the year, the Company voluntarily delisted its equity shares from the Calcutta
Stock Exchange Limited(CSE) pursuant to applicable SEBI (Delisting of Equity Shares)
Regulations.The Company continues to remain listed on BSE Limited(BSE), which has
nationwide trading terminals.
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 who were in
receipt of remuneration for the year in aggregate of not more than 1,02,00,000/-.
b. There were no employees employed for a part of the financial year and who were in
receipt of remuneration at a rate in aggregate of not more than 8,50,000/- per month.
c. There were no employees employed throughout the financial year or part thereof, who
were in receipt of remuneration in the year which, in the aggregate or at a rate which in
the aggregate were in excess of that drawn by the Managing Director or Whole-time-director
and holds by himself or along with his spouse and dependent children, not more 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 Company's operations in future.
6. The provisions relating to Corporate Social Responsibility (CSR) under Section 135
of the Companies Act, 2013 are not applicable to the Company during the year under review.
7. The Auditors of the Company have not reported any instances of fraud committed in
the Company by its officers or employees as specified under section 143(12) of the Act,
details of which needs to be
mentioned in this Report.
8. There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year. 9. 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 There are no instances of one-time settlement during the financial year
under review.
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.
ACKNOWLEDGEMENTS:
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 |
| Sd/- |
(K. K. Todi) |
Chairman, Managing Director & CEO |
DIN 00112633 |
| Place: |
Kolkata |
Date: The 28th day of May, 2025 |
|