Directors Report of Darjeeling Ropeway Company Ltd.

Mar 31, 2025

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:

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 Items and Tax	(25.88)	(4.07)
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 Company’s 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
31st 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 arm’s 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
darj eelingropeway@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
Annexurel 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 Auditor’s 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 Board''s Report.

14. RESERVES & SURPLUS:

Sr. No.	Particulars	Rs. in Lakhs
1.	Balance at the beginning of the year	198.24
2.	Current Year’s 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 entitv(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
Company''s 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 litendrakumar Bakhtyarpur4	Company Secretary	AYAPB2174J
6.	Mr. Pradeep Sutodiya7	Non-Executive and Independent Director	01025354
7.	Mr. Ashok Dilipkumar Iain5	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 Board’s 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 Board''s Report.

28. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND IOINT 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. Auditor’s 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 Mr. Premaram Jaitaram Patel has been appointed as Chairperson and Mr. Digesh Deshaval resigned as Chairperson of Audit
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 Deshaval2	Member	NA	NA
Mr. Premaram Jaitaram Patel1	Chairman	3	3
Ms. Viha Ashok Iain2	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	No. of Committee Meeting
	entitled	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 DIRECTOR''S 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 Company''s Policy on director''s 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.darieelingrcl.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 sub¬
section (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 Company''s current working and future outlook as per Annexure - III.

40. STATE OF COMPANY’S 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.

Registered Office: By the Order of the Board

104, Floor-1, Shreeji Darshan, Tata Road No. 2, Darjeeling Ropeway Company Limited

Roxy Cinema Opera House, Girgaon, Mumbai -
400 004

Sd/- Sd/-

Ashok Dilipkumar Jain Viha Ashok Jain

^Date: 28th July 2025 Managing Director Director

^Place: Mumbai DIN: 03013476 DIN: 09213749

---

Mar 31, 2024

Your Directors are pleased to present the 87^thAnnual 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,
2024.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for
the previous Financial Year ended on 31^st March, 2023 is given below:

(Rs.in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	0.00	0.00
Other Income	0.00	6.82
Total Revenue	0.00	6.82
Total Expenses	1.50	6.87
Profit/Loss Before Exceptional and Extra Ordinary Items and Tax	(4.07)	(0.05)
Exceptional Items	0.00	0.00
Profit/Loss before Extra-Ordinary Items and Tax/ Profit/Loss Before Tax	(4.07)	(0.05)
Extraordinary Items	0.00	0.00
Profit/Loss after Extra-Ordinary Items and Tax/ Profit/Loss Before Tax	(4.07)	(0.05)
Tax Expense:
Current Tax		0.00
Earlier Year Tax		0.00
Deferred Tax	(0.03)	(0.20)
Total Tax expense	((0.03)	(0.20)
Profit/Loss for the Period	(4.09)	(0.25)
Earning Per Share (in Rs. )
Basic	(0.13)	(0.01)
Diluted	(0.13)	(0.01)

2. OPERATIONS

Total revenue for Financial Years 2023-24 is NIL compared to the total revenue of Rs. 6.82
Lakhs of Previous Year 2022-23. The Loss before tax for the Financial Year 2023-24 of Rs. 4.07
Lakhs as compared to loss before tax of Rs. 0.05 Lakhs of Previous Year 2022-23. Net Loss after
Tax for the Financial Year 2023-24 is Rs. 4.09 Lakhs as against Net loss after tax of Rs. 0.25
Lakhs of Previous Year 2022-23.

3. TRANSFER TO RESERVES

The loss of the Company for the Financial Year ending on 31^st March, 2024 is transferred to
profit and loss account of the Company under Reserves and Surplus.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in nature of Business during the year under review.

5. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on 31^st
March, 2024 is available on the website of the Company.

6. BOARD MEETINGS AND ATTENDANCE

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 Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 8 (Eight) times i.e. 24^th May, 2023,
11^th August, 2023, 5^th September, 2023, 3^rd November, 2023, 10^th November, 2023, 8^th January,
2024, 17^th January, 2024 and 12^th February, 2024.

7. 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, 2024 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, 2024,

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.

8. COMMENT ON AUDITORS'' REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the
Auditors in their report on the financial statement of the Company for the Financial Year ended
on 31^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not
applicable to the Company.

9. 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

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary
course of business and on an arm’s length basis. However, the Company has not entered into
any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the
related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is
not applicable to the Company.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the
Company. The management regularly monitors the safeguarding of its assets, prevention and
detection of frauds and errors, and the accuracy and completeness of the accounting records
including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness
and efficiency of these systems and procedures to ensure that all assets are protected against
loss and that the financial and operational information is accurate and complete in all respects.

12. RESERVES & SURPLUS

Sr. No.	Particulars	Rs. in Lakhs
1.	Balance at the beginning of the year	141.78
2.	Current Year’s Profit / Loss	(4.09)
3.	Amount of Securities Premium and other Reserves	60.56
Total		198.24

13. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to
declare Dividend for the Financial Year 2023-24(Previous Year - Nil).

14. 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.

15. 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

There are no material changes and commitments, affecting the financial position of the Company
which has occurred in the Financial Year 2023-24.

16. TRANSFER TO THE 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.

17. 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.

18. 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. Further,
there was no foreign exchange earnings and outgo during the Financial Year 2023-24 (Previous
Year - Nil).

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks
towards the key business objectives of the Company. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a continuing basis.

20. 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. Himanshu Shah1	Managing Director	08198016
2.	Mr. Surinder Pal Singh2	Managing Director	10379416
3.	Ms. Megha Gujral3	Non - Executive Director	09687697
4.	Mr. Dilip Doshi6	Chief Financial Officer	AACPD8647A
5.	Mr. Sahil Gujral4	Chief Financial Officer	APYPG0639J
6.	Mr. Digesh Deshaval8	Independent Director	09218553
7.	Mr. Pranav Vajani	Independent Director	09213749

8.	Ms. Bhargvi Patel7	Non - Executive Director	08357929
9.	Mr. Adya Ojha5	Company Secretary	ABGP04428B
10.	Mr. Premaram Jaitaram Patel9	Independent Director	09324872
11.	Mr. Himanshu Shah10	Chief Executive Director	ACSPS6353A

1. Mr. Himanshu Shah had been reappointed as a Managing Director w.e.f. 5th September, 2023 and had given resignation from the post of a Managing
Director of the company w.e.f. 8th January, 2024

2. Mr. Surinder Pal Singh had been appointed as Non-Executive Director of the company w.e.f. 3rd November, 2023 and has changed his designation
from Non-Executive Director to Managing Director of the company w.e.f. 8th January, 2024.

3. Ms. Megha Gujral had been appointed as Non-Executive Director of the company w.e.f. 3rd November, 2023.

4. Mr. Sahil Gujral had been appointed as Chief Financial Officer of the company w.e.f. 3rd November, 2023.

5. Mr. Adya Ojha had been appointed as Company Secretary of the company w.e.f. 3th November, 2023 and had given resignation from the post of
Company Secretary w.e.f. 27 th June, 2024

6. Mr. Dilip Joshi had given resignation from the post of Chief Financial Officer of the company w.e.f. 10th November, 2023.

7. Bhargvi Patel had given resignation from the post of Non -Executive Director of the company w.e.f. 10th November, 2023.

8. Mr. Digesh Deshaval resigned from the post of Independent director w.e,f 3rd September,2024

9. Mr. Premaram Jaitaram Patel appointed as Independent director w.e,f 3rd September,2024

10. Mr. Himanshu Shah Appointed as Chief Executive Director w.e.f. 27th September, 2023 and resigned w.e.f 3rd September, 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 2023-24 and till the date of Board’s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

21. 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.

22. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Premaram Jaitaram Patel and Mr. Pranav Vajani, 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 has 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.

23. CORPORATE GOVERNANCE

Since the Paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25
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 Board’s Report.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries / Joint Venture / Associate Company.

25. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any
deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits
or payment of interest during the Financial Year.

26. 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.

27. STATUTORY AUDITOR

M/s. K M Chauhan & Associates, Chartered Accountants, Rajkot, (FRN: 125924W), were appointed
as the Statutory Auditors of the Company. The Auditor’s report for the Financial Year ended 31^st
March, 2024 has been issued with an unmodified opinion, by the Statutory Auditors.

28. SECRETARIAL AUDITOR

The Board has appointed M/s. Kinkhabwala & Associates, Company Secretaries, Ahmedabad to
conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the
Financial Year ended 31^stMarch, 2024 is annexed herewith marked as Annexure I to this Report.
Remarks and Qualification marks in the Secretarial Audit report is self-explanatory.

29. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 24^th
May, 2023, 11^th August, 2023, 10^th November, 2023, 17^th January, 2024 and 12^th February,2024
the attendance records of the members of the Committee are as follows:

Name	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Mr. Pranav Vajani	5	5
2. Mr. Digesh Deshaval4	5	5
3. Mr. Himanshu Shah1	2	2
4. Mr. Surinder Pal Singh2	3	3
5.Mr. Premaram Jaitaram Patel3	0	0

1. Mr. Himanshu shah resigned from the Member of Audit Committee w.e.f 10th November, 2023

2. Mr. Surinder Pal Singh inducted as member of Audit Committee 10th November,2023

3. Mr. Premaram Jaitaram Patel appointed as member Audit Committee w.e.f 3rd September,2024

4. Mr. Digesh Deshaval resigned as Member of Committee w.e.f 3rd September,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 5^th Spetember,2023, 3^rd November, 2023, 10^th November, 2023, 8^th
January, 2024 the attendance records of the members of the Committee are as follows:

Name	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Ms. Bhargvi Patel1	3	3
2. Ms. Megha Gujral2	2	2
3. Mr. Digesh Deshaval4	4	4
4. Mr. Pranav Vajani	4	4
5.Mr. Premaram Jaitaram Patel3	0	0

1Ms. Bhargvi Patel resigned as Chairperson of Committee w.e.f 3rd November,2023

2 Ms. Megha Gujral appointed as in Committee w.e.f 3rd November,2023

3 Mr. Premaram Jaitaram Patel appointed as Chairman of Committee w.e.f 3rd September,2024

4 Mr. Digesh Deshaval resigned as Member of Committee w.e.f 3rd September,2024

C. Composition of Stakeholder Relationship Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 5^th
Spetember,2023 3^rd November, 2023 and 17^th January, 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
Ms. Bhargvi Patel1	2	2
Ms. Megha Gujral2	1	1
Mr. Digesh Deshaval4	3	3
Mr. Himanshu Shah3	2	2
Mr. Surinder Pal Singh	1	1

1. Bhargvi Patel resigned as Chaiperson of Committee w.e.f 3rd November,2023 and

2 Ms. Megha Gujral appointed as Chaiperson of Committee w.e.f 3rd November,2023

3 Resignation of Mr. Himanshu Shah as Member w.e.f 3rd November, 2023

4 Mr. Digesh Deshaval resigned as Independent director w.e.f 3rd September,2024

5 Mr. Surinder Pal Singh appointed as Member w.e.f 3rd November, 2023

6 Mr. Premaram patel appointed as Member w.e.f 3rd September, 2024

30. 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.

31. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (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.

32. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

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.

33. 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 Company’s current working and future outlook as per Annexure -II.

34. INDEPENDENT DIRECTOR

Separate meetings of the Independent Directors of the Company were held on 17^th January,2024 to
discuss the agenda items as prescribed under applicable laws. All Independent Directors have
attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the
conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and
are independent of the management of the Company.

35. 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.

Registered Office: By the Order of the Board

104, Floor-1, Shreeji Darshan, Tata Road No. 2, Darjeeling Ropeway Company Limited

Roxy Cinema Opera House, Girgaon, Mumbai -
400 004

Sd/- Sd/-

Surinder Pal Singh Megha Gujral

Date: 3^rd September, 2024 Managing Director Director

Place: Mumbai DIN: 10379416 DIN: 09687697

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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.