Chartered Logistics Limited
Yours Directors are pleased to present the 22nd Annual Report together withthe Audited Accounts of the Company for the year ended on 31st March 2017.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company. (Rs. in lakhs)
|Particulars ||31/03/2017 ||31/03/2016 |
|Gross Income ||15914.11 ||16955.67 |
|Profit Before Interest and Depreciation ||2357.19 ||1572.12 |
|Interest & Finance Charges ||586.52 ||680.48 |
|Depreciation ||207.99 ||189.28 |
|Profit Before Tax ||1562.68 ||702.36 |
|Provision for Tax ||334.20 ||168.05 |
|Less: Deferred Tax Credit ||(50.07) ||(33.59) |
|Add: MAT Credit entitlement ||0 ||0 |
|Profit/Loss After Tax ||1178.40 ||622.44 |
|Net Profit ||1178.40 ||622.44 |
2. Review of Business Operations during the year
Your company's operational and financial performance has improved during the financialyear 2016-17 as compared to previous year. During the year company has reported totalincome of Rs. 15914.11 Lakhs against total income of Rs. 16955.67 lakhs in the previousyear. The interest and financial expenses have decreased this year as compared to previousyear thereby the net profit has increased this year as compared to previous year. Profitbefore tax (PBT) has been reported at Rs. 1562.68 lakhs in the current year as againstProfit before Tax (PBT) of Rs. 702.36 lakhs in the previous year. The net profit after taxfor the current year 2016-17 is 1178.40 lakhs as compared to 622.44 lakhs in the previousyear.
3. Business Outlook
For last two decades Chartered Group is scaling new heights in the logistics industry.We have created an impressive track record of value addition to our customers. Our basicprinciples behind growth are our values i.e. Honesty and Integrity CommitmentEfficiency Safety. With our ardent passion and focused vision which we have outlined as"To BE A PREMIUM LOGISTICS COM-PANY WITH FOCUS ON BETTER THAN THE BEST" and ourmission is to achieve it. It is unflinching goal of Chartered to become a force to reckonwith and the roadmap has been designed to translate out dreams into reality.
We have an exciting future ahead. The actions taken internally within the company andthe improving macro-economic situation in the country further buoyed by recent policyinitiatives and the regulatory changes being pursued by the government including the muchanticipated introduction of GST framework in the this financial year all point towards agreat year in the new fiscal 2017- 18.The future holds immense opportunities and we arefully geared to deliver on our commitments to various stakeholders..
4. Stock Exchange
The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company haspaid necessary listing fees for the year 2017-2018
5. Particulars of Loans guarantees & Investment
Loans Guarantees & investment under Section 186 of Companies Act 2013 form partof notes to financial statement provided in this Annual Report.
6. Contracts or Arrangements Made With The 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 arm's length basis. There wereno 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 arm's length basis form AOC 2 is not applicable to the Company.
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.
7. Fixed Deposits
The company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as on Balance sheet date.
8. Issue of share capital
During the financial year under report. the company has neither made any issue ofequity shares with differential voting rights sweat equity shares or under employee stockoption scheme nor it has made any provision of money for purchase of its own shares byemployees or by trustees for the benefits of the employees.
9. Employee Stock Option Scheme
The Company has not issued any Employee Stock Option Plans. As such no Employee StockOption Schemes have been framed.
10. 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 optimization: A series of measures have been initiated to yield high levelsof cost optimization. These include focusing on location Optimization deploying people inthe right jobs and eliminating unnecessary costs.
Enhancing sales productivity: We are focusing on reinvigorating our sales teamsand enabling them with better systems training and processes. We have made all branchesof the company online located at the various locations of the country. This help us ingetting the MIS Report daily from all branches which enable us to focus and improving thesales productivity of all branches thereby winning large revenue for the company
Improving Service effectiveness: Our delivery services have always been of ahigh order and we want to re-focus on strengthening it further.
11. 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 has framed Policy as per the recommendation of CSR committee. The Companyshall finalise projects for undertaking CSR activities and shall make relevant provisionsof CSR activities in the books of accounts of the company in the next Financial Year. Thecompany shall submit the report of CSR activities and spending in the ensuing year as itis not applicable to company for this financial year.
12. 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 theperiod under review. As such the requirement for submission of report on the performanceand the financial position of the Subsidiary/ Associate/ Joint venture companies is notapplicable to the Company.
15. 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.
16. Meetings of the Board and Committees
Eight (8) 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 30thMarch2017 in accordance with the provisions of clause vii of the schedule iv of theCompanies 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 NonIndependent 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.
17. 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. Harsh Gandhi Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re appointment. The Board of Directors recommends his re appointment.
b) Independent Directors:
In terms of the definition of 'Independence' of Directors as prescribed under Clause 49of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the CompaniesAct 2013 Mr. Sandeep Shah Mr. Ashok Kavdia and Mrs. Mittal P. Mistry are theNonexecutive Independent Directors on the Board of the Company. None of the Independent
Directors are liable for rotation and due for re appointment. The Independent Directorshave given declarations confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and Clause 49 of the Listing Agreement withthe 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 designated Mrs. Nirzari Shah as Woman Director onthe Board of the Company on 06th August 2016. .
Mrs Nirzari Shah has resigned from the position of director of the company w.e.f 18thFebruary 2017 and Mrs. Mittal P. Mistry has been appointed as Additional Independentdirector & Women Director of the Company w. e. f 10th May 2017.
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 year:
Mr Ashok Kavdia was appointed as Additional independent director by the Board ofdirectors in their meeting held on 6th August 2016 same has been regularised in 21stAnnual General Meeting and change his designation from Additional Independent Director toIndependent Director.
Mrs. Mittal P. Mistry was appointed as Additional independent director and WomanDirector by the Board of directors in their meeting held on 10th May 2017.
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 Mrs. Mittal P. Mistry as Independent Director to hold office upto 5(five) consecutive years up to 10th May 2022 at the ensuing Annual General Meeting.
e) Resignation of Directors:
Ms. Nisha Makwana resigned from the position of executive director and CFO of thecompany w.e.f 6th August2016 and Mrs. Nirzari shah resigned from the positionof Independent Director and Woman Director of the company w.e.f 18thFebruary2017
f) Key Managerial Persons(KMP)
Ms. Priti Shah has resigned from the position of company secretary of the company on 9thApril 2016 and Mr Shail N Shah was appointed as Company Secretary cum compliance officerof the company w.e.f 9th April2016
Mrs. Mamta Patel has been appointed as CFO of the Company w. e. f 6thAugust 2016 in place of Ms Nisha Makwana .
18. Remuneration Policy
The Company follows a policy on remuneration of directors and and senior managementemployees The policy has been approved by the Nomination & Remuneration Committee andthe Board of Directors . More details has been given in Corporate Governance report.
19. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and as per SEBI (Listing obligation and disclosure requirement) Regulations 2015 so asto qualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.
20. 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 Company's Internal FinancialControls were adequate and effective during the financial year 2016-17. 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 2017 which forms part to the Statutory Auditors report.
21. 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 & Co. a firm ofPractising Chartered Accountants as the internal Auditors of the Company in the Boardmeeting held on 24th August 2017 to conduct the internal audit of the functions andactivities of the company for the financial year 2017-18
22. Statutory Auditors
M/s Vidya & Co. Chartered Accountants Ahmedabad were appointed as StatutoryAuditors the Company has received a certificate from the above Auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe 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.
23. Secretarial Auditor
Pursuant to the provisions of section 204 of Companies Act 2013 Ms. Anamika JajooPracticing Company Secretary was re-appointed as the Secretarial auditor by the Board ofDirectors of the company in their meeting held on 24th August 2017 to conduct thesecretarial audit of the company for the financial year 2016-17. The Report of thesecretarial audit for the year ended 31st March 2017 is annexed herewith and forming partof the annual report.
24. 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.
25. Disclosure Under The Sexual Harassment of Women At Workplace (PreventionProhibition And Redressal) Act 2013
The Company has been employing women employees in various cadres. A policy of 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
26. 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.
27. 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.
28. 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.
29. Particulars Regarding Conservation Of Energy/ Technology Absorption/ ForeignExchange Earnings & Outgo
The disclosures to be made under Section 134 (3) (m) of the Companies Act 2013 readwith Rule (8)(3) of the Companies (Accounts) Rules 2014 pertaining to conservation ofenergy and technology absorption and foreign exchange earnings and outgo are notapplicable to the Company as the company is neither involved in any manufacturingprocessing activities nor any of its transactions involve foreign exchange earnings andoutgo. Particulars Required to be Furnished by The Companies (Disclosure of Particulars inThe Report of The Board of Directors) Rules 1988.
30. 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. 31stMarch2017 and the date of the signing of directors report i.e. 30th August 2017.Furtherno significant or material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company /or the Company's operation infuture.
31. Vigil Mechanism/Whistle Blower Mechanism
The company pursuant to section 177 of Companies Act 2013 read along with the rulesmade thereunder 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 Company's 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 Company's website.
32. 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.
33. 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 from the 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:
1. Archival policy
2. Policy on preservation of documents
3. Policy on disclosure of material events and information
4. Whistle bowler and vigil mechanism policy
5. Insider trading policy
6. Related party transactions policy
7. Risk management policy
8. Policy on corporate social responsibility
35. Winning 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 and winning award was given by Saadhvi Niranjan Jyoti JiHon'ble Union Minister of State for Food Processing Mr. Madhur Bhandarkar BollywoodProducer & Director Mr. Amit Doshi COO of Divya Bhaskar at YMCA InternationalCentre Ahmedabad on Friday 27th May 2016
36. Green Initiatives
As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies ofthe Annual Report 2017 and Notice of the 22nd AGM are sent to all members whose emailaddresses are registered with the Company / Depository Participant(s). For members whohave not registered their email addresses physical copies of the Annual Report 2017 andthe Notice of the 22nd AGM are sent in the permitted mode. Members requiring physicalcopies can 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: 30.08.2017 ||(Managing Director) |
| ||DIN: 00618427 |