TO THE MEMBERS OF CORPORATE COURIER AND CARGO LIMITED
The Directors have pleasure to present 29th Annual Report and Audited AnnualAccounts of your company for the year ended on 31st March 2015.
( Rs. in Lakhs)
|Particulars ||FY 2014-15 ||FY 2013-14 |
|Total Income ||- ||1.80 |
|Total Expenditure ||4.74 ||2.15 |
|Profit Before Tax (PBT) ||(4.74) ||(0.35) |
PERFORMANCE REVIEW & FUTURE OUTLOOK:
Your Company was taken over by new management in the financial year 2013-2014. Board ofDirectors of your company at its Board Meeting held on December 24 2014 had resolved tomerge Harish Group companies with your Company. Your Company booked losses of Rs.4.74 Lacsfor the financial year 2014-2015 on account of general corporate expenses.
DIVIDEND & RESERVES:
In view of the inadequate profits your Directors do not recommend payment of Dividendfor the current financial year. The entire profit after tax will be adjusted against losscarried forward to the balance sheet from previous years.
As at March 31 2015 Corporate Courier and Cargo Limited the total paid up sharecapital stood at Rs. 60000000/- divided into 6000000 equity shares of Rs. .10/- each.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company. As on 31st March 2015 none of theDirectors of the Company held shares of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OFREPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of energy technologyabsorption as required under Section 134(3)(m) of the Companies Act 2013 read with Rulesthere under.
B. Foreign exchange earnings and outgo:
|Sr. No. ||Particulars ||Amt in Rs. |
|1 ||Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2 ||Foreign Exchange outgo in terms of actual outflows during the year ||Nil |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company is committed to improve quality of lives of people in the community itsserves through long term stakeholder value creation with special focus on skillsdevelopment. The Company does not have to mandatorily constitute a Corporate SocialResponsibility (CSR) Committee in accordance with Section 135 of the Companies Act 2013.The company fully understands its role in society and is committed for sustainable &inclusive growth of people & the environment around its business.
BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION
During the year the Board has carried out an annual evaluation of its own performance& performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee which as per theprovisions of Companies Act 2013 has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors. The criteria for Board Evaluation inter alia include degree of fulfillment ofkey responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning. Criteria for evaluation of individual Directors include aspects such asattendance and contribution at Board/ Committee Meetings and guidance/ support to themanagement outside Board/ Committee Meetings. In addition the Chairman was also evaluatedon key aspects of his role including setting the strategic agenda of the Boardencouraging active engagement by all Board members and motivating and providing guidanceto the Management. Criteria for evaluation of the Committees of the Board include degreeof fulfillment of key responsibilities adequacy of Committee composition andeffectiveness of meetings. The procedure followed for the performance evaluation of theBoard Committees and Directors is detailed in the Directors Report.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OFDIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178(3) of the Companies Act 2013.
In accordance with the above criteria a Director will be considered as anIndependent Director if he/ she meet with the criteria for IndependentDirector as laid down in the Act.
A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is also ensured that theBoard has an appropriate blend of functional and industry expertise. While recommendingthe appointment of a Director the Nomination and Remuneration Committee considers themanner in which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.
In addition to the duties as prescribed under the Act the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior stronginterpersonal and communication skills and soundness of judgment. Independent Directorsare also expected to abide by the Code for Independent Directors as outlinedin Schedule IV to the Act.
The Company has adopted a Policy for remuneration of Directors Key ManagerialPersonnel and other employees which is aligned to its overall Human resource philosophy.The key factors considered in formulating the Policy are as under:
(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(c) remuneration to Directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals. The key principlesgoverning the Companys Remuneration Policy are as follows:
Remuneration for independent Directors and non-independent non-executive Directors:
Independent Directors (ID) and non-independent non-executiveDirectors (NED) may be paid sitting fees for attending the Meetings of theBoard and of Committees of which they may be members and commission within regulatorylimits as recommended by the Nomination and Remuneration Committee (NRC) andapproved by the Board.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives. Remuneration paidshould be reflective of the size of the Company complexity of the sector/ industry/Companys operations and the Companys capacity to pay the remuneration and beconsistent with recognized best practices.
The aggregate commission payable to all the NEDs and IDs will be recommended bythe NRC to the Board based on Company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board. The NRC will recommend to the Board the quantum of commission foreach Director based upon the outcome of the evaluation process which is driven by variousfactors including attendance and time spent in the Board and Committee Meetingsindividual contributions at the meetings and contributions made by Directors other than inmeetings.
The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.
Policy on Remuneration for Managing Director (MD) / Executive Directors(ED) / Key Managerial Personnel (KMP)/ rest of the Employees:
The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Companys operations and theCompanys capacity to pay consistent with recognized best practices and aligned toany regulatory requirements. Basic/ fixed salary is provided to all employees to ensurethat there is a steady income in line with their skills and experience.
In addition the Company provides employees with certain perquisites allowancesand benefits to enable a certain level of lifestyle and to offer scope for savings. TheCompany also provides all employees with a social security net subject to limits bycovering medical expenses and hospitalization through re-imbursements or insurance coverand accidental death and dismemberment through personal accident insurance. The Companyprovides retirement benefits as applicable.
In addition to the basic/ fixed salary benefits perquisites and allowances asprovided above the Company provides MD/ EDs such remuneration by way of commissioncalculated with reference to the net profits of the Company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Companies Act 2013. The specific amount payable to the MD/ EDs wouldbe based on performance as evaluated by the NRC and approved by the Board.
The Company provides the rest of the employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company. Presently No Director of the Company drawsremuneration from the Company.
DIRECTORS RESPONSIBILITY STATEMENT
The directors report that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii) The Directors have 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 account of the company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION ON INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any Subsidiary companies associate companies and jointventures.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment and has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at the Workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under. The Company has not received any complaintof sexual harassment during the financial year 2014-15.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Companys Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism. It is affirmed that no personnel of the Company has been denied access tothe Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
(1) Statutory Auditors:
M/s. R Devarajan & Co. Chartered Accountants Mumbai are the statutory auditorsof the Company and hold office till the conclusion of the forthcoming Annual GeneralMeeting (AGM). They have furnished a certificate confirming that if re-appointed there-appointment will be in accordance with Section 139 read with Section 141 of the Act.Pursuant to the provisions of the Act and the Rules made there under it is proposed toappoint them as the statutory auditors of the Company from the conclusion of theforthcoming AGM till the conclusion of the 31st AGM subject to ratification oftheir appointment at each AGM. Members are requested to consider the re-appointment ofM/s. R Devarajan & Co. Chartered Accountants Mumbai and authorize the Board ofDirectors to fix their remuneration.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Hardik Savla & Co a Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2015. The SecretarialAudit Report is annexed to this report. The Auditors Report and the SecretarialAudit Report for the financial year ended 31st March 2015 do not contain anyqualification reservation adverse remark or disclaimer.
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed only with BSE Limited. We confirm thatyour Company has paid the listing fees for the financial year 2015-2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate section on Corporate Governance forming part of the Directors Reportand the certificate from the Companys auditors confirming compliance with CorporateGovernance norms as stipulated in Clause 49 of the Listing Agreement with Bombay StockExchange (BSE) is included in the Annual Report. The Company has taken adequate steps forstrict compliance with the Corporate Governance guidelines as amended from time to time.A separate Management Discussion and Analysis Report is also attached and forms part ofthis report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year the Company has not given any loan or guarantee or provided securityor has made any investment which would be required to be reported under section 186 of theCompanies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
The contracts or arrangements entered into by the Company with Related Parties havebeen done at arms length and are in the ordinary course of business and areimmaterial in nature. Hence no particulars are being provided in Form AOC-2 as mandatedpursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8 (2)of the Companies (Accounts) Rules 2014.
THE EXTRACT OF ANNUAL RETURN
Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the CompaniesAct 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules 2014 is annexed hereto and forms part of thisreport.
MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES
Your company has not paid any managerial remuneration during the period under reviewtherefore no Disclosures in the Board Report as required under Rule 5 of Companies(Appointment & Remuneration) Rules 2014 is provided and further your Company also hasnot employed any person at a remuneration in excess of the limit set out in the saidRules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :
Your Company has appointed Mr. Ritesh Patel as Whole Time Director & CEO and MrAkash Patel as CFO. Mrs. Meena Mistry has been appointed as Non Executive IndependentWomen Director effective from March 31 2015. The term of Mrs. Meena Mistry is uptoensuing AGM and it is proposed to reappoint Mrs. Meena Mistry as Director of the Company.
BOARD AND COMMITTEE MEETINGS
Seven Board Meetings were convened and held during the year i.e. on 30th May2014 14th August 2014 26th August 2014 14th November2014 24th December 2014 13th February 2015 and 31stMarch 2015. The Board has constituted an Audit Committee as well as Nomination &Remuneration Committee with Mr. Pratik Mehta as Chairman and Mr. Akash Patel Mrs. MeenaMistry as Members. There have not been any instances when recommendations of the AuditCommittee were not accepted by the Board. The intervening gap between the Meetings waswithin the period prescribed under the Act.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHE COMPANIES ACT 2013:
Your Company has not accepted any fixed deposits covered under chapter V of theCompanies Act 2013 and as such no amount of principal or interest was outstanding onthe date of Balance Sheet.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Companys internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Companys policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use. The Audit Committee along with Management overseas results of theinternal audit and reviews implementation on a regular basis.
Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation the Company has received from its bankers and various Governmentagencies. Your Directors also wish to thank all the employees for their co-operation.
| ||For and on behalf of the Board of Directors || |
| ||FOR CORPORATE COURIER AND CARGO LIMITED || |
|Date: May 30 2015 ||Ritesh Patel ||Akash Patel |
|Place: Mumbai ||W.T Director ||Director |