Chartered Logistics Limited
Yours Directors are pleased to present the 21st Annual Report together with the AuditedAccounts of the Company for the year ended on 31ST March 2016.
1. Financial Summary or Highlights/Performance of the Company (Standalone)
The Boards Report shall be prepared based on the stand alone financial statementsof the company.
(Rs. in lakhs)
|Particulars ||31/03/2016 ||31/03/2015 |
|Gross Income ||16955.67 ||17887.10 |
|Profit Before Interest and Depreciation ||1572.12 ||1710.82 |
|Interest & Finance Charges ||680.48 ||978.19 |
|Depreciation ||189.28 ||713.21 |
|Profit Before Tax ||702.36 ||19.42 |
|Provision for Tax ||168.05 ||2.57 |
|Less: Deferred Tax Credit ||(33.59) ||141.03 |
|Profit/Loss After Tax ||622.44 ||361.15 |
|Net Profit ||622.44 ||361.15 |
2. Review of Business Operations during the year
Your companys operational and financial performance has inclined during thefinancial year 2015-16 as compared to previous year during the year company has reportedtotal income of Rs. 16955.67 Lacs against total income of Rs. 17887.10 Lacs in theprevious year. The interest and financial expenses and depreciation have been decreasedthis year as compared to previous year therefore the net profit has been increased thisyear as compared to previous year. Profit before tax (PBT) has been reported at Rs. 702.36Lacs in the current year as against Profit before tax (PBT) of Rs. (19.42) Lacs in theprevious year. The net profit after tax for the current year 2015-16 is 622.44 Lacs ascompared to (361.15) Lacs in the previous year.
3. Business Outlook
For the last two decades Chartered Group is scaling new heights in the logisticsindustry. We have created an impressive track record of value addition to our customers.Our basic principles behindgrowth are our values i.e. Honesty & IntegrityCommitment Efficiency Safety.With our ardent passion and focused vision which we haveoutlined as "TO BE A PREMIUM LOGISTICS COMPANY WITH FOCUS ON BETTER THAN THEBEST" and our mission is to achieve it. It is unflinching goal of Chartered to becomea force to reckon with and the roadmap has been designed to translate out dreams intoreality.
With implementation of the historic GOODS AND SERVICES TAX (GST) Bill India will beone union and there will be fearless hassle free flow of goods from one state fromanother. This new initiative will be a big boost to the logistics industry and willimprove bottom lines of the respective companies. It will also open up huge scope ofwarehousing and implementation of reverse freight regime.
4. Stock Exchange
The companys shares are listed on Bombay Stock Exchange Limited (BSE) and thecompany has paid necessary listing fees for the year 2016-2017
5. Change in Registrar and Transfer Agent
The Board of Directors of the Company has on 13th June 2016 duly approved theappointment of M/ s. Skyline Financial Services Pvt. Ltd. New Delhi as Registrar &Share Transfer Agent of the Company w.e.f. 13th June 2016 in place of M/s. ShareproServices (India) Private Limited the Companys existing Registrar and Share TransferAgent of the Company whose services are terminated w.e.f. closure of business hours on13th June 2016. The aforesaid was done in accordance with SEBIs Interim OrderWTM/RKA/MIRSD2/41/2016 dated 22nd March 2016.
6. Particulars of Loans Guarantees & Investments
Loans Guarantees & Investment under Section 186 of Companies Act 2013 form partof notes to financial statement provided in this Annual Report.
7. Contracts or Arrangements with Related Parties
All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arms length basis. Therewere no materially significant related party transactions entered by the Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the Company.
Since no material related party transactions were entered by the Company and all thetransactions entered into by the Company with related parties were in the ordinary courseof business and on an arms length basis form AOC 2 is not applicable to theCompany.
Your Directors have on the recommendation of the Audit Committee adopted a policy toregulate transactions between your Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules made thereunder and theSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015.
8. Fixed Deposits
The company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of Balance sheet date.
9. Issue of Share Capital
During the financial year under report the company has neither made any issue of equityshares with differential voting rights sweat equity shares or under neither employeestock option scheme nor it has made any provision of money for purchase of its own sharesby employees or by trustees for the benefits of the employees.
10. Employee Stock Options Scheme
The Company has not issued any Employee Stock Options Plans. As such no Employee StockOption Schemes have been framed.
11. Business Strategy
We have introduced a number of strategic initiatives during the year to spur overallgrowth and productivity in the Company. The following are some of the broad areas coveredby these initiatives:
Cost Optimisation: A series of measures have been initiated to yield highlevels of cost optimization. These include focusing on location Optimization deployingpeople in the right jobs and eliminating unnecessary costs.
Enhancing Sales Productivity: We are focusing on reinvigorating our salesteams and enabling them with better systems training and processes. We have made allbranches of the company online located at the various locations of the country. This helpus in getting the MIS Report daily from all branches which enable us to focus andimproving the sales productivity of all branches thereby winning large revenue for thecompany
Improving Service Effectiveness:
Our delivery services have always been of a high order and we want to re-focus onstrengthening it further.
12. Corporate Social Responsibility
In terms of section 135 and Schedule VII of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 made thereunder the Board ofDirectors of your Company have constituted a CSR Committee on 6th August 2016.
The company is in the process of formulating CSR Policy as per the recommendation ofCSR committee. The Company shall find the ways and projects for undertaking CSR activitiesand shall make relevant provisions of CSR activities in the books of accounts of thecompany. The company shall submit the report of CSR activities and spending in the ensuingyear as it is not applicable to company for this financial year.
13. Directors Responsibility Statement
As per the Section 134(5) of Companies Act 2013 the Board hereby submits itsresponsibility statement. The company prepares its financial statement in accordance withGAAP.
a. In preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period.
c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
All the properties of the company have been adequately insured.
The Company has no Subsidiaries/Associates or Joint Venture Companies during the periodunder review. As such the requirement for submission of report on the performance and thefinancial position of the Subsidiary/Associate/Joint venture Companies is not applicableto the Company.
16. Board Committees
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility CommitteeStakeholders Relationship Committee number of meetings held during the year under reviewand other related details are set out in the Corporate Governance Report which forms apart of this Report.
17. Meetings of the Board and Committees
Nine (9) Meetings of the Board of Directors were held during the year. For furtherdetails on the meetings of Board and committees and the attendance of directors/ membersplease refer report on Corporate Governance of this Annual Report.
Separate Meeting of Independent Directors
A separate meeting of Independent directors of the Company was held on 10.02.2016 inaccordance with the provisions of clause vii of the schedule iv of the Companies Act 2013
Performance Evaluation of the Board
In accordance with the provision of regulations 17(10) of the SEBI (Listing obligationsand Disclosure Requirements) 2015 and schedule iv of the Companies Act 2013 evaluationof performance of Independent Directors by the Non-Independent Directors and review of theperformance of Non-Independent Directors and the Board as a whole by the IndependentDirectors was made during the financial year under report. The Directors were satisfiedwith the evaluation results which reflected the overall engagement of the Board and itsCommittees with the Company.
18. Directors and Key Managerial Persons (KMP)
a) Directors Retiring by Rotation:
Pursuant to provisions of Section 152 of the Companies Act 2013 and in accordance withthe Articles of Association of the Company Mr. Lalit Kumar Gandhi Managing Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for re appointment. The Board of Directors recommends his re appointment.
b) Independent Directors:
In terms of the definition of Independence of Directors as prescribedunderClause 49 of the Listing Agreement entered with Stock Exchanges and Section149(6) ofthe Companies Act 2013 Mr. Sandeep Shah and Mrs. Nirzari Shah and Mr. Ashok Kavdia arethe NonExecutive Independent Directors on the Board of the Company. None of theIndependent Directors are liable for rotation and due for re appointment. The IndependentDirectors have given declarations confirming that they meet the criteria of independenceas prescribed both under the Companies Act 2013 and Clause 49 of the Listing Agreementwith the Stock Exchange read with SEBI(Listing obligation and disclosure requirement)2015.
c) Woman Director:
In terms of the provisions of Section 149 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement your Company had appointed Ms. Nisha Makwana as Director on theBoard of the Company on 16th September 2014.
Ms. Nisha Makwana has resigned from the position of Director of the company w.e.f. 6thAugust 2016 and Mrs. Nirzari Shah has been designated as woman director of the Companyw.e.f. 6th August 2016.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of the Companies Act 2013.
d) Appointment of Directors:
During the financial year 2015-16 Mrs. Nirzari Shah was appointed as Non - ExecutiveIndependent Director by the Board of Directors of the Company in their meeting held on16th July 2015.
Mr. Ashok Kavdia was appointed as Additional Independent Director by the Board ofDirectors in their meeting held on 6th August 2016.
Appropriate resolutions for the appointment/re-appointment of the Directors are beingplaced for approval of the members at the Annual General Meeting. Your Directors recommendthe appointment of Mr. Ashok Kavdia as Independent Director to hold office up to 5 (five)consecutive years up to 6th August 2021 at the ensuing Annual General Meeting.
e) Resignation of Directors
There were no resignations of Directors during the financial year 2015-16. Ms. NishaMakwana resigned from the position of Executive Director and CFO of the company w.e.f. 6thAugust 2016
f) Key Managerial Persons (KMP)
Pursuant to provisions of section 203 of the Companies Act 2013 Mrs. Preeti MilanShah was appointed as the Company secretary cum compliance officer of the Company w.e.f.16th October 2015.
Mrs. Preeti Milan Shah has resigned from the position of company secretary of thecompany on 9th April 2016 and Mr. Shail N Shah was appointed as Company Secretary cumcompliance officer of the company w.e.f. 9th April 2016.
Mrs. Mamta S Patel has been appointed as Chief Financial Officer of the Company w. e.f. 6th August 2016 in place of Ms. Nisha Makwana.
19. Remuneration Policy
The Company follows a policy on remuneration of directors and senior managementemployees. The policy has been approved by the Nomination & Remuneration Committee andthe Board of Directors. More details have been given in Corporate Governance report.
20. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 andas per SEBI(Listing obligation and disclosure requirement)2015 so as to qualify themselvesto be appointed as Independent Directors under the provisions of the Companies Act 2013and the relevant rules.
21. Internal Financial Controls
Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the same and the work performed by the internal auditorsstatutory auditors and the reviews performed by Top Management team and the AuditCommittee your Directors are of the opinion that your Companys Internal FinancialControls were adequate and effective during the financial year 2015-16. Further thestatutory auditors of your company has also issued an attestation report on internalcontrol over financial reporting (as defined in section 143 of Companies Act 2013) for thefinancial year ended March 31 2016 which forms part to the Statutory Auditors report.
22. Internal Auditors
In accordance with the provisions of section 138 of the Companies Act 2013 and rulesframed there under your company has re- appointed M/S Gandhi & Gandhi a firm ofPractising Chartered Accountants as Internal Auditors of the Company in the Board meetingheld on 6th August 2016 to conduct the internal audit of the functions and activities ofthe company for the financial year 2016-17.
23. Statutory Auditors
M/s Vidya & Co. Chartered Accountants Ahmedabad were appointed as StatutoryAuditors of the Company has received a certificate from the above Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
The notes to the accounts referred to in the Auditors Reports are self explanatoryand therefore do not call for any further comments.
i. No Liability in respect of present future liability of gratuity has been ascertainedand provided in the accounts (Previous year- not ascertained and provided for). This is incontravention with the Accounting Standard-15 issued by the ICAI in respect of accountingfor retirement benefits.
The Company has accounted for Gratuity liability as and when paid in books of account.However considering the remarks of the Auditors on the same the Company hasproceeded to value the gratuity liability as per actuarial valuation form the FinancialYear 2016-17
ii. The companies have not received informations from the suppliers regardingtheir status under the Micro small and Medium Enterprises Development Act 2006. Hencedisclosure if any relating to amount unpaid as at the balance sheet date together withinterest paid or payable as per the requirement under the said act have not been made.
The Company has sought information from the supplier regarding their status under MSMEAct 2006 for which no written reply has been received for the year
iii. Investment of the company has been considered by the management to be of long-termnature and hence they are valued at cost of acquisition. In respect of quoted investmentswhere the market value is lower than the acquisition cost no provision is made fordiminution in the value of such investments since in the opinion of the board it is atemporary phenomenon and no provision is necessary.
Above statement is self explanatory and board has taken note of the same.
iv. Due to change in estimation depreciation for the year 2015-16 has decreased by Rs.305.16/- Lakhs.
Reason for such decrease in depreciation is because of estimated life of Trucks havebeen revised from eight years to ten years.
24. Secretarial Auditor
Pursuant to the provisions of section 204 of Companies Act 2013 Ms. Anamika JajooPracticing Company Secretary was appointed as the Secretarial auditor by the Board ofDirectors in their meeting on 9th April 2016 to conduct the secretarial audit of thecompany for the financial year 2015-16.The Report of the secretarial audit for the yearended 31st March 2016 is annexed herewith and forming part of the annual report.
25. Particulars of Employees
Pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there was noemployee who if employed:
i. Throughout the financial year was in receipt of remuneration for the year which inthe aggregate was not less than sixty lakh rupees;
ii. For a part of the financial year was in receipt of remuneration for any part ofthe year at a rate which in the aggregate was not less than five lakh rupees per month;
iii. Throughout the financial year or part thereof was in receipt of remuneration inthat year which in the aggregate or as the case may be at a rate which in theaggregate is in excess of that drawn by the managing director or whole time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company.
In view of above the Company is not required to submit the statement containingdetails as required under Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
26. Disclosure under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013
The Company has been employing women employees in various cadres. A policy of the theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013has also been laid and circulated to every female employee of the Company so as to informthem about the redressal mechanism available to them in the cases of such harassment. YourDirectors state that during the year under review there were no cases filed or compliantreceived from any employee pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
27. Extracts of Annual Return
The Extract of Annual Return in form MGT-9 as per section 92(3) of Companies Act 2013duly certified by Practicing Company Secretary is annexed hereto and forms the part ofthis report.
28. Corporate Governance
The Company has been observing the best corporate governance practices and benchmarkingitself against each such practice on an ongoing basis. A separate section on CorporateGovernance as per the Listing Agreement is annexed to the Directors Report and aCertificate from the Statutory Auditors of the Company regarding compliance of theconditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementswith the Stock Exchanges and as per schedule v of SEBI (Listing obligation and disclosurerequirements) 2015 forms part of this Annual Report
29. Management Discussion and Analysis
A detailed chapter on Management Discussion and Analysis as per Clause 49 of theListing Agreement and as per SEBI (Listing obligation and Disclosure Requirement) 2015forming part of the Directors Report is included in this Annual Report.
30. Particulars Regarding Conservation of Energy/Technology Absorption/Foreign ExchangeEarnings & Outgo
The disclosures to be made under Section 134(3)(m) of the Companies Act 2013 read withRule (8)(3) of the Companies (Accounts) Rules 2014 pertaining to conservation of energyand technology absorption and foreign exchange earnings and outgo are not applicable tothe Company as the company is neither involved in any manufacturing processing activitiesnor any of its transactions involve foreign exchange earnings and outgo. Particularsrequired to be furnished by the Companies (Disclosure of Particulars in the report of theBoard of Directors) Rules
31. Material changes and commitments affecting the financial position of the company
There are no material changes and commitments affecting the financial position of theCompany which have been occurred between the end of the financial year i.e. 31st March2016 and the date of the signing of directors report i.e 1st September 2016. Further nosignificant or material orders have been passed by the regulators or courts or tribunalsimpacting the going concern status of the Company /or the Companys operation infuture.
32. Vigil Mechanism/Whistle Blower Mechanism
The Company pursuant to section 177 of Companies Act 2013 read along with the rulesmade there under and Regulation 22 of SEBI LODR have established vigil mechanism forDirectors and Employees to report concerns about has adopted a Whistle Blower Policyestablishing vigil mechanism to provide a formal mechanism to the Directors and employeesto report their concerns about unethical behaviour actual or suspected fraud or violationof the Companys Code of Conduct or ethics policy. The policy provides for adequatesafeguards against victimization of employees who avail of the mechanism and also providesfor direct access to the Chairman of the Audit Committee. It is affirmed that no personnelof the Company has been denied access to the Audit Committee. The policy of vigilmechanism is available on the Companys website
33. Risk Management
During the year the Audit Committee evaluated the Risk Management Policy of theCompany to make it more focused in identifying and prioritising the risks role of variousexecutives in monitoring. The Audit Committee evaluated various risks and that there is noelement of risk identified that may threaten the existence of the Company.
34. Listing Agreement
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months fromthe effective date. The Company entered into uniformListing Agreement with BSE Limited during February 2016.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite. The policies are reviewed periodically by the Board and updated based on need andnew compliance requirement. The key policies that have been adopted by us as follows:
a. Archival policy
b. Policy on preservation of documents
c. Policy on disclosure of material events and information
d. Whistle bowler and vigil mechanism policy
e. Insider trading policy
f. Related party transactions policy
g. Risk management policy
h. Policy on corporate social responsibility (in process)
36. Award and Certificate of Recognition
Chartered Logistics Limited received an award for exceptional contribution to the MSMEsector in Logistic Services by Quality Mark Trust. A certificate of recognition andwinning award was given by Saadhvi Niranjan Jyoti Ji Honble Union Minister of Statefor Food Processing Mr. Madhur Bhandarkar Bollywood Producer & Director Mr. AmitDoshi COO of Divya Bhaskar at YMCA International Centre Ahmedabad on Friday 27th May2016.
37. Green Initiative
As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies ofthe Annual Report 2016 and Notice of the 21st AGM are sent to all members whose emailaddresses are registered with the Company/Depository Participant(s). For members who havenot registered their email addresses physical copies of the Annual Report 2016 and theNotice of the 21st AGM are sent in the permitted mode. Members requiring physical copiescan send a request to the Company Secretary.
Your Directors thank their customers vendors investors and bankers for theircontinued support during the year. We place on record our appreciation of the contributionmade by our employees at all levels. Our consistent growth was made possible by their hardwork solidarity cooperation and support. We also thank the Government of Indiaparticularly the Ministry of Corporate Affairs the Income Tax Department and othergovernment agencies for their support and look forward to their continued support in thefuture.
| ||For and on behalf of Board of Directors |
| ||SD/- |
|Place: Ahmedabad ||Lalit Kumar Gandhi |
|Date: 01.09.2016 ||(Managing Director) |
| ||DIN: 00618427 |