Directors Report of Darjeeling Ropeway Company Ltd.

Mar 31, 2018

The Members of Darjeeling Ropeway Company Limited

1. Report

Your Directors have presented the Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2018.

2. Financial Highlights

(As per IND AS)

Standalone (Rs. in 000)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Income from Operations	1141.75	-
Other Income	9090.53	4775.52
Total Income	10232.28	4775.52
Profit before Interest, Depreciation, Exceptional Items, Other Income and Tax	6892.01	3682.69
Less: Finance Costs	-	-
Depreciation	-	-
Exceptional Items	-	-
Profit/(Loss)before Tax	6892.01	3682.69
Less: Tax Expense	1462.40	697.61
Profit/(Loss)after tax	5429.61	2985.08

3. Business Performance

During the financial year 2017-18, Total Revenue was ascertained as Rs. 10232.28 thousand and Earning before tax stood at Rs.6892.01 thousand. Profit after tax stood at Rs.5429.61 thousand.

4. Dividend

After careful assessment of the available profit during the financial year, your Directors have not recommended any dividend for the financial year ended 31^st March, 2018.

5. Transfer to reserves

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

6. Share capital

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31^st March, 2018 is Rs. 3,25,00,000/- divided into 32,50,000 Equity Shares of Rs. 10/- each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at 31^st March, 2018 is Rs. 3,05,00,000/- divided into 30,50,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has neither issued Equity Shares nor issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. Auditors and their reports:

Statutory Auditor:

M/s. Todi Tulsyan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company till the conclusion of the Annual General Meeting of the Company to be held in the year 2021, subject to ratification of their re-appointment at every Annual General Meeting by the Shareholders.

Thus, the audit committee of the Company has proposed and the Board of directors of the Company have recommended the ratification of appointment of M/s. Todi Tulsyan & Co., Chartered Accountants (Registration No. 2180C) as the Statutory Auditor of the Company from the conclusion of this Annual General Meeting, till the conclusion of the ensuing Annual General Meeting of the Company

There are no qualifications, reservations or adverse marks made by the Statutory Auditor in its report. The said report also forms a part of this Annual Report.

Pursuant to Section 134(3) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board had appointed Anand Khandelia, Practicing Company Secretary, as the Secretarial Auditor of the Company. Report of the Secretarial Auditor has been annexed as Annexure 1 to this Report.

There are no qualifications, reservations or adverse marks made by the Secretarial Auditor in its report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Jain Sonu & Associates, Chartered Accountants, as the Internal Auditor of the Company.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

8. Management''s discussion and analysis report:

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of the Annual Report.

9. Subsidiaries, joint ventures and associate companies:

The company does not have any subsidiary/ Joint Ventures/ Associate Companies. Hence, statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

10. Details of Directors and Key Managerial Personnel:

Sr. No.	Name of Directors and KMP	Designation	Date of Appointment	Date of Resignation
1	Rommel Rodrigues	Managing Director	04-02-2015
2	Savita Bhalia	Independent Director	28-05-2015
3	Arnay Gupta	Independent Director	15-07-2015	06-09-2018
4	Abhay Giri	Non-Executive Director	21-07-2016
5	Himanshu Shah	Additional Executive Director	10-08-2018
6	Jeni Shah	Additional Non-Executive Director	10-08-2018
7	Dilip Doshi*	Chief Financial Officer	09-08-2018
8	Bhavesh Solanki*	Chief Financial Officer	03-09-2015	05-04-2018
9	Ankitkumar Mehta	Additional Independent Director	06-09-2018

*Mr. Dilip Doshi was appointed as CFO of the Company w.e.f. 9^th August, 2018 to fill vacancy that arose due to resignation of Mr. Bhavesh Solanki w.e.f. 5^th April, 2018.

11.Changes in directors and KMP:

Appointment:

During the Financial year 2017-18, there was no change in the Board of Directors of the Company.

Mr. Himanshu Shah, on the recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Executive Director of the Company w.e.f. 10^th August, 2018. He has further been recommended by the Board to hold the position of Managing Director of the Company. Thus, subject to the approval of the Members in the ensuing Annual General Meeting, he would continue as the Managing Director of the Company for a period of 5 years w.e.f. 29^th September, 2018.

Mrs. Jeni Shah, on recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Non-Executive Director w.e.f. 10^th August, 2018, and subject to the approval of the Members in the ensuing Annual General Meeting, would continue as a Non-Executive Director of the Company.

Mr. Ankitkumar Mehta, on recommendation of the Nomination & Remuneration Committee, was appointed by the Board as Additional Independent Director on 6^th September, 2018, and subject to the approval of the Members in the ensuing Annual General Meeting, would continue as a NonExecutive Independent Director of the Company for a period of 5 years w.e.f. 6^th September, 2018.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act read with Article 116 and 117 of the Articles of Association of the Company, Mr. Abhay Giri, will retire by rotation at the AGM and being eligible, has offered himself for re-appointment. Your Board has recommended his re-appointment.

Key Managerial Personnel:

Mr. Bhavesh Solanki, CFO of the Company had to resign from his post due to pre-occupancy, on 5^th April, 2018. The Company accepted his resignation and commended him for this valuable contribution to the financial structure of the Company, during his period of service.

His position was filed by Mr. Dilip Doshi, on 9^th August, 2018. Mr. Dilip Doshi has a rich experience in the field of finance and marketing. The Board of your company believes that the association with Mr. Doshi would boost the present financial strength of the Company.

12. Declaration by independent directors:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

13. Board meetings:

A calendar of Board Meetings to be held during the year was circulated in advance to the Directors. Five Board Meetings were convened and held during the year.

Sr. No.	Date of meeting	Total strength of Board	No. of Directors Present
1	22-04-2017	4	4
2	23-05-2017	4	4
3	04-08-2017	4	4
4	10-11-2017	4	4
5	07-02-2018	4	4

The intervening gap between the Meetings was within the period prescribed under the Act.

14.Independent Directors'' Meeting:

During the year under review, Independent Directors met on 07^th February, 2018, inter-alia, to discuss:

- Evaluation of the performance of Non-Independent Directors and the Board as whole.

- Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

- Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

15.Deposits:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

16.Performance evaluation:

In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Companies Act.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including, inter alia, structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, stakeholder value and responsibility, evaluation of management''s performance and feedback, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, ability to function as a team, initiative, attendance, independence and guidance/ support to management. In addition, the Chairman was also evaluated on his effectiveness of leadership and ability to steer meetings, impartiality and ability to keep shareholders'' interests in mind.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directors being evaluated.

17.Human resource:

Your Company considers People at its most valuable asset. It continues to focus on progressive employee relations policies, creating an inclusive work culture and a strong talent pipeline.

The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog. The Company has also established a vigil mechanism for Directors and employees to report their genuine concerns.

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18.Policy against sexual harassment:

The Company has framed a policy on Sexual Harassment of Women at workplace which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment. The Policy can be viewed at Company website with the link aswww.darjeelingropeway.com

Your Company has constituted an Internal Complaints Committee. There were no complaints reported during the period under consideration.

19.Vigil mechanism:

The Company has established vigil mechanism pursuant to Section 177 of the Act and the Listing Agreement for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases. The said policy is uploaded on the Company''s website and can be viewed at Company website with the link aswww.darjeelingropeway.com

Provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases, has also be established.

During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

20.Code of conduct for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Company''s shares by Designated Persons, if any, are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Company''s shares

The policy is uploaded on the Company''s website and can be viewed at the Company website at www.darjeelingropeway.com

21.Risk management:

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.

Although not mandatory, as a measure of good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Company''s performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Company''s overall risk exposure and reviews the Risk Management Policy and structure.

This robust Risk Management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage. The Internal Audit Department is responsible for facilitating coordination with the heads of various Departments, with respect to the process of identifying key risks associated with the business, manner of handling risks, adequacy of mitigating factors and recommending corrective action.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act. The Policy is also made available at the company''s website atwww.darjeelingropeway.com

22.Internal Control Systems And Adequacy:

The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Board''s Report.

23.Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as 31^st March, 2018.

24.Corporate governance:

Pursuant to Regulation 15 of SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance providing the disclosures as required under para C of Schedule V has not be provided in this Annual report.

25. Audit Committee

This Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013.

During the year, the committee met on four occasions 23^rd May, 2017, 4^th August, 2017, 10^th November, 2017 and 7^th February, 2018.

Terms of reference:

- oversight of the Company''s financial reporting process and financial information submitted to the stock Exchanges, regulatory authorities or the public.

- Reviewing, with the Management the quarterly unaudited financial statements and the Auditors'' Limited Review Report thereon/audited annual financial statements and Auditors'' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgments by the Management significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

- discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Company''s accounting principles with reference to the Generally Accepted Accounting Principles in India [IGAAP).

- review the investments made by the Company

- recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

- approval of payment to statutory auditors for any other services rendered by the statutory auditors;

- reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

- reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

- approval or any subsequent modification of transactions of the listed entity with related parties;

- scrutiny of inter-corporate loans and investments;

- valuation of undertakings or assets of the listed entity, wherever it is necessary;

- evaluation of internal financial controls and risk management systems;

- reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

- reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

- discussion with internal auditors of any significant findings and follow up there on;

- reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

- discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

- to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

- to review the functioning of the whistle blower mechanism;

- approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

- carrying out any other function as is mentioned in the terms of reference of the audit committee.

Composition of Audit Committee and details of the Members participation at the Meetings of the Committee in the year 2017-18 are as under:

Sr. No.	Name of Member	Designation	Attendance at committee meetings
1	Ankitkumar Mehta*	Chairman	0/4
2	Arnay Gupta*	Chairman	4/4
3	Savita Bhaliya	Member	4/4
4	Rommel Rodrigues	Member	4/4

- Ankitkumar Mehta took the position of Chairman of Audit Committee, post resignation of Mr. Arnay Gupta from the Board on 6^th September, 2018.

Recommendations, if any, made by the Audit Committee were accepted by the Board.

26.Nomination & Remuneration Committee & Policy

In compliance with section 178 of the Act the Board has constituted "Nomination and Remuneration Committee".

During the year, the committee met only once on 4^th August, 2017.

Terms of reference:

- To formulate a Nomination and Remuneration Policy on:

- determining qualifications, positive attributes and independence of a director

- determining remuneration of Directors, Key Managerial Personnel ("KMP") and other employees and Board diversity.

- Recommend Nomination and Remuneration Policy to the Board.

- Identify candidates who are qualified to become Directors.

- Identify persons who are qualified to become Senior Management (Senior Management of the Company means employees of the Company who are Divisional Heads and Corporate Functional Heads).

- Recommend to the Board the appointment and removal of Directors and Senior Management.

- Lay down the process for evaluation of the performance of every Director on the Board.

- The Chairman of the Committee to attend the General Meeting to respond to the queries of shareholders.

Composition of the Committee and details of the Members participation at the Meetings of the Committee in the year 2017-18 are as under:

Sr. No.	Name of Member	Designation	Attendance at committee meetings
1	Savita Bhaliya	Chairman	1/1
2	Ankitkumar Mehta*	Member	0/1
3	Abhay Giri	Member	1/1
4	Arnay Gupta*	Member	1/1

* Ankitkumar Mehta joined the Committee as member, post resignation of Mr. Arnay Gupta from the Board on 6^th September, 2018

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The Policy can be viewed at Company website with the link aswww.darjeelingropeway.com

27.Stakeholders Relationship Committee:

The Committee monitors the Company''s response to investor complaints. The Committee exercises the power to transfer of shares, non-receipt of dividend/notices/annual reports, etc. in accordance with the provisions of SEBI (LODR) Regulations, 2015.

During the year, the committee met on four occasions 23^rd May, 2017, 4^th August, 2017, 10^th November, 2017 and 7^th February, 2018.

Composition of the Committee:

Sr. No.	Name of Member	Designation	Attendance at committee meetings
1	Savita Bhaliya	Chairman	4/4
2	Ankitkumar Mehta*	Member	0/4
3	Abhay Giri	Member	4/4
4	Arnay Gupta*	Member	4/4

* Ankitkumar Mehta joined the Committee as member, post resignation of Mr. Arnay Gupta from the Board on 6^th September, 2018

28.Regulatory actions:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

29.Material changes:

During the year into consideration, the Company shifted its registered Office from State of West Bengal to the State of Maharashtra. A fresh certificate of Registration confirming the change of registered office was issued by the Registrar of Companies, Mumbai on 19^th April, 2017. The Registered Office of the Company was thus shifted to GF 17, Ground Floor, HDIL Harmony Mall, 1A/58, New Link Road, Goregaon (W), Mumbai - 400104.

Thereafter on 9^th August, 2018, the Board of Directors of the Company further shifted the Registered Office of the Company to ''104- Shreejee Darshan, Tata Road No. 2, Opera House, Mumbai - 400 004''.

The Board on 9^th August, 2018 also got the Corporate Office of the Company started at "811, Balaji Heights, Besides Tanishq Showroom, Nr. Bodyline Cross Road, Off. C. G. Road, Ahmedabad- 380-009; for ease in conducting business operations.

Takeover

An open offer was made by Mr. Himanshu Shah for acquiring Shares of the Company under Regulation 3 (1) & 4 of the SEBI (SAST) Regulations, 2011. Pursuant to the said offer, Mr. Himanshu Shah acquired 9,87,673 fully paid Equity Shares and the offer was completed on 28^th July, 2018.

Consequent to completion of open offer Mr. Himanshu Shah has become the promoter of the Company and the existing promoters have ceased to be promoters and their remaining holding, if any, has been classified as public holding.

30.Particulars of contracts or arrangements made with related parties:

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, as all the transactions with related parties have been conducted at an arms'' length basis and are in the ordinary course of business, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

31.Energy conservation, technology absorption and foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure 2 to the Board''s Report.

32.Extract of the annual return:

Extract of Annual return of our company under MGT-9, forms part of this Report as Annexure 3. It can be also be viewed on the website of the Companywww.darjeelingropeway.com.

33.Details of loans, guarantees and investments u/s 186 of the Act:

Details of loans, guarantee or investments made by your Company, if any, under Section 186 of the Companies Act, 2013 during the financial year 2017-18 is appended in the notes to the Financial Statements that form part of this Annual Report.

34.Corporate Social Responsibility (CSR):

The companies on whom the provisions of the CSR shall be applicable are contained in Sub Section 1 of Section 135 of the Companies Act, 2013. As per the said section, the companies having Networth of Rs. 500 crore or more; or Turnover of Rs. 1000 crore or more; or Net Profit of Rs. 5 crore or more during any financial year shall be required to constitute a Corporate Social Responsibility Committee of the Board.

As your Company does not fall in any of the criteria specifies above, the disclosure/reporting as applicable to CSR companies, is not applicable to the Company. However, the Company strives to make constant efforts to contribute to the Society by trying to achieve a balance of economic, environmental and social imperatives, while at the same time addressing the expectations of shareholders and stakeholders.

35.Listing at Stock Exchanges

Equity Shares of the Company are listed on BSE Limited under Scrip Code: 539770 and Scrip Id: DARJEELING.

During the year under review, voluntary delisting of the listed securities of the Company on Calcutta Stock Exchange Limited was granted by the Exchange and the Company''s shares were delisted from the Exchange w.e.f. 28^th March, 2018.

36.Directors'' Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

- In preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The directors had selected such accounting policies to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2018 and of the profit of the Company for that period;

- The directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The directors had prepared the annual accounts on a going concern basis; and

- 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.

- 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.

- The Government of India has enacted GST Act 2017 along with IGST Act 2017, SGST Act 2017 and UTGST Act 2017 effective from July 1, 2017. Your company has implemented necessary changes as per new law as amended by time to time. The Financial Statement for the year under review has been prepared complying with GST Laws as amended from time during the year.

37.Acknowledgements:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai

Himanshu Shah Jeni Shah

Date: 6^th September, 2018 (Director) (Director)

DIN:08198016 DIN: 08198007

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 78th Annual Report On the business and operations of the Company together with the Audited financial statements for the financial year ended March 31st, 2015.

1. Financial Performance of the Company (Amount in Rs.)

Figures as at the Figures as at the Particulars end of current end of previous reporting period reporting period

Profit Before Tax 180,453 42,452

Less: Deferred Tax - 92

Current Tax 155,483 -

Profit After Tax 24,970 42,544

Add: Profit/ (Loss) Brought Forward From Previous (643,380) (685,924)

Low carried forward to Balance Sheet (618,410) (643,380)

Basic/ Diluted Earnings Per Share 0.01 0.85

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15 in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserves

Your Directors have not proposed to transfer the accumulated profit to Reserves during the year.

5. Brief description of the Company''s working during the year/State of Company''s affair

The Company being a trading company is currently engaged in trading and investment in shares and securities.

6. Change in the nature of business, if any

There has been no change in the nature of the business of the Company during the year.

7. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

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.

9. Details of Subsidiary /Joint Ventures/Associate Companies

The company does not have any subsidiary companies.

10. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

11. Statutory Auditors

M/s Gupta Saharia & Co., Chartered Accountants, have been appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2019 (subject to ratification of their re- appointment at every AGM) with remuneration shall be decided by the Board in consultation with the Audit Committee.

12. Auditors'' Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

13. Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Capital

The company has issued 30,00,000 equity shares of Rs 10/- each amounting to Rs. 3,00,00,000/- on preferential basis to Non- Promoters during the year.

14. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report

15. Conservation of energy. Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

16. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

17. Directors:

A) Changes in Directors and Key Managerial Personnel

During the period under review following changes were made in the composition of the Board of Directors and Key Managerial Personnel:

i) Mr Manendra Pratap Singh was appointed as Executive Director of the company w.e.f 4th November, 2014 and his appointment was regularized at the Extra-ordinary General Meeting held on 18th December, 2014.

ii) Mrs. Manju Devi Chirimar resigned from the directorship of the company w.e.l 2b December, 2014.

iii) Ms. Ritika Jain was appointed as the Company Secretary w.e.f 26* December, 2014.

iv) Mr Rommel Rocky Rodrigues was appointed as Executive Director w.e.f 4th February, 2015 and he was appointed as the Managing Director of the Company for a period on five years w.e.f 26th March, 2015.

v) Mr. Raghav Chirimar resigned from the directorship of the company w.e.f 26th March, 2015.

vi) Mr. Manendra Pratap Singh, director of the company will also be appointed as the Chief Financial Officer and Mrs. Savita Kishan Bhaliya will be appointed as an Independent Director w.e.f 28th May, 2015

18. Number of meeting of the Board of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 30/06/2014; ii) 23/08/2014; iii) 04/11/2014; iv) 04/02/2015; v) 06/03/2015 and vi) 26/03/2015.

19. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company''s operations or financial conditions.

20. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Commit (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

22. Particulars of Loans. Guarantees or Investments

There are no Loans, guarantees or Investments as per section 186 of the Companies Act, 2013.

23. Particulars Of Contracts Or Arrangements With Related Parties;

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm''s length basis during the financial year 2014-15.

24. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

25. Secretarial Audit Report

Mr Anand Khandelia has been appointed as the Secretarial Auditor of the company There is no qualification, reservation or adverse remark or disclaimer made by the company secretary m the secretarial audit report.

26. Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report.

27. Risk management policy

The company does not have any Risk Management Policy as the element of risk threatening the Company''s existence is very minimal.

28. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) 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, and

(f) 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.

29. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.



For and on behalf of the Board of Directors

Sd/ Sd/

ROMMEL ROCKY RODRIGUES MANENDRA PRATAP SINGH

(Managing Director) (Director)

DIN: 01851523 DIN- 01211097

Place: Kolkata

Date: 28/05/2015

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Mar 31, 2013

It is pleasure in presenting the Audited Balance Sheet as at 31st March 2013 along with the Statement of Profit and Loss for the year ended 31st March 2013.

Loss for the year 4,31,100.90

Add: Deferred Tax 88.91 4,31,189.81

Less Loss B/F from Previous year 2,54,732.62

Balance Loss carried over to Balance Sheet 6,85,92243

The Share market had continued its downturn resulting in loss for the year under review. However, in view of the loss still outstanding and the outlook of the share market being bleak, your Directors do not recommend any dividend for the year.

Apart from the above the workings of the company for the year were satisfactory. Directors Responsibility statement,

a) that in the preparation of the annual accounts the applicable accounting standard have been followed and the no, material departures have been made from the same;

b) that they selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of for the Company as at the end of the financial year 31st March 2013, and of the loss of the Company for the period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the asset of the Company and for preventing and defecting fraud and other irregularities;

d) that they have prepared the annual accounts on going concern basis; Deposits: The Company has not invited any deposits from the Public till dale. Particulars of employees: No employee is in receipt of remuneration aggregating to Rs. 36,00,000/- per annum or more for employment throughout the year or Rs. 3,00,000/- per month or more for part of the year.

Conservation of Energy, Technology Absorption and Foreign Exchange eamngs and outgo information pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies Disclosure of particulars in the Board of Directors Rdes 1996 the Company is not covered under the list of specified industries and also the Company has not engaged in manufacturing activities. Particulars relating to conservation of energy, technology absorption foreign exchange earnings and outgo are not furnished as they are not applicable to this Company.

Directors: Director Smt Manju Devi Chirimar retires but being eligible offer himself for re-appointment.

Auditors: M/S Ghosh & Ghosh, Chartered Accountants and Auditors of the Company retire, but being eligible, offers themselves for re-appointment.



56E, Hemanta Basu Sarani,

4 BBD Bagh East, R.N. Chirimar

Kolkata 700 001 Rajeev Chirimar

Manju Devi Chirimar

Kolkata 23rd August 2013 Directors.

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Mar 31, 2012

Dear Members,

It is pleasure in presenting the Audited Balance Sheet as at 31st March 2012 along with the Statement of Profit and Loss for the year ended 31st March 2012.

Loss for the year 2,05,030.17

Add: Deferred Tax 1,802.35 2,03,227.82

Less Loss B/F from Previous year 51,504.80

Balance Loss carried over to Balance Sheet 2,54,732.62

The Share market had continued its downturn resulting in loss for the year under review. However, in view of the loss still outstanding and the outlook of the share market being bleak, your Directors do not recommend any dividend for the year.

Apart from the above the workings of the company for the year were satisfactory. Directors Responsibility statement,

a) that in the preparation of the annual accounts the applicable accounting standard have been followed and the no, material departures have been made from the same;

b) that they selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of for the Company as at the end of the financial year 31st March 2012, and of the loss of the Company for the period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the asset of the Company and for preventing and defecting fraud and other irregularities;

d) that they have prepared the annual accounts on going concern basis;

Deposits: The Company has not invited any deposits from the Public till date. Particulars of employees: No employee is in receipt of remuneration aggregating to Rs. 36,00,000/- per annum or more for employment throughout the year or Rs. 3,00,000/- per month or more for part of the year.

Conservation of Energy, Technology Absorption and Foreign Exchange earrings and outgo information pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies Disclosure of particulars in the Board of Directors Rules 1996 the Company is not covered under the list of specified industries and also the Company has not engaged in manufacturing activities. Particulars relating to conservation of energy, technology absorption foreign exchange earnings and outgo are not furnished as they are not applicable to this Company.

Directors: Director Smt Manju Devi Chirimar retires but being eligible offer herself for re-appointment.

Auditors: M/S Ghosh & Ghosh, Chartered Accountants and Auditors of the Company retire, but being eligible, offers themselves for re-appointment.

56E, Hemanta Basu Sarani, 4 BBD Bagh East, RN Chirimar Kolkata 700 001 Manju Devi Chirimar Rajeev Chirimar Kolkata 23rd August 2012 Directors.

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Mar 31, 2011

Dear Members,

It is pleasure in presenting the Audited Balance Sheet as at 31st March 2012 along with the Statement of Profit and Loss for the year ended 31st March 2012.

Profit for the year befor taxation 1,96,525.73

Less: Provision for tax 31,000.00

Less: Income Tax relating to earlier years 1881.55

Less: TDS not considered 8,150.00

Ad: Deferred Tax 96.07 1,57,590.25

Less Profit B/F from Previous year -2,09,095.05

Balance carried over to Balance sheet -51,504.80

The Share market had continued its downturn resulting in loss for the year under review. However, in view of the loss still outstanding and the outlook of the share market being bleak, your Directors do not recommend any dividend for the year.

Apart from the above the workings of the company for the year were satisfactory. Directors Responsibility statement,

a) that in the preparation of the annual accounts the applicable accounting standard have been followed and the no, material departures have been made from the same;

b) that they selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of for the Company as at the end of the financial year 31st March 2012, and of the loss of the Company for the period ;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the asset of the Company and for preventing and defecting fraud and other irregularities;

d) that they have prepared the annual accounts on going concern basis;

Deposits: The Company has not invited any deposits from the Public till date. Particulars of employees: No employee is in receipt of remuneration aggregating to Rs. 36,00,000/- per annum or more for employment throughout the year or Rs. 3,00,000/- per month or more for part of the year.

Conservation of Energy, Technology Absorption and Foreign Exchange earrings and outgo information pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies Disclosure of particulars in the Board of Directors Rules 1996 the Company is not covered under the list of specified industries and also the Company has not engaged in manufacturing activities. Particulars relating to conservation of energy, technology absorption foreign exchange earnings and outgo are not furnished as they are not applicable to this Company.

Directors: Director Smt Manju Devi Chirimar retires but being eligible offer herself for re-appointment.

Auditors: M/S Ghosh & Ghosh, Chartered Accountants and Auditors of the Company retire, but being eligible, offers themselves for re-appointment.

56E, Hemanta Basu Sarani, 4 BBD Bagh East, RN Chirimar Kolkata 700 001 Manju Devi Chirimar Rajeev Chirimar Kolkata 23rd August 2011 Directors.