TO THE MEMBERS OF CORPORATE COURIER AND CARGO LIMITED
The Directors have pleasure to present 31 Annual Report and Audited Annual Accounts ofyour company for the year ended on 31 March 2017.
1. FINANCIAL HIGHLIGHTS:
(` IN LAKHS)
|Particulars ||FY 2016-17 ||FY 2015-16 |
|Income from Operations ||48.61 ||Nil |
|Total Expenditure ||31.83 ||11.91 |
|Pro t Before Tax (PBT) ||17.28 ||(26.95) |
|Pro t After Tax (PAT) ||17.28 ||(26.95) |
2. PERFORMANCE REVIEW & FUTURE OUTLOOK:
a) Contract >Inr 5 Million Secured By Civil Construction Business Segment Of TheCompany.
b) The Management is also actively exploring revenue opportunities in Logisticsbusiness segment.
c) MAJOR Website UPGRADATION : http://www.corporate-couriers.com/
d) FYIPE LAUNCHED Fyipe:https://play.google.com/store/apps/details?id=com.fyipe&hl=en
e) Converted the Unsecured Loan to Equity and now the company is almost debt free dueto that
f) Proposed Scheme of Arrangement for Demerger of Real Estate Business Undertaking intoMahesh Developers Pvt Ltd (MDPL) and Demerger of Engineering Services Business Unit intoHarish Textile Engineers Pvt Ltd (HTEPL) there by unlocking huge value for shareholders oflisted company as they get shares of MDPL and HTEPL in addition to the shares held by themin the Company as per the Swap Ration agreed.
The Company is exposed to variety of risks such as credit risk economy risk interestrate risk liquidity risk and cash management risk among others. The Company hasEnterprise Risk Management Framework which involves risk identi cation risk assessmentand risk mitigation planning for the Company. The Company's objectives and expectationsmay be forward looking within the meaning of applicable laws and regulations.
3. DIVIDEND & RESERVES:
Directors do not recommend payment of Dividend for the current nancial year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Provisions of Sec.125 (2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET ANDTHE DATE OF REPORT
There have been no material changes and commitments affecting the nancial 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No signi cant material orders have been passed by the Regulators or Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.
6. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your company does not have any Subsidiary companies associate companies and jointventures.
7. 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 de ned 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 ful llment 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 as attendance andcontribution at Board/ Committee Meetings and guidance/ support to the management outsideBoard/ Committee Meetings. In addition the Chairman was also evaluated on key aspects ofhis role including setting the strategic agenda of the Board encouraging activeengagement by all Board members and motivating and providing guidance to the Management.Criteria for evaluation of the Committees of the Board include degree of ful llment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. Theprocedure followed for the performance evaluation of the Board Committees and Director isdetailed in the Directors' Report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Pratik Mehta Director retires by rotation and being eligible has offered himselffor re-appointment. The Board recommends the resolutions for your approval for the aboveappointments.
Mr. Darshit Parikh and Harshad Patel who were appointed as an Additional Director witheffect from February 17 2017 and May 5 2017 on the Board of the Company in terms ofSection 161 of the Companies Act 2013 being eligible for appointment as Directors of theCompany. The Board recommends the resolutions for your approval for the aboveappointments.
Your Company has appointed Mr. Ritesh Patel as Whole Time Director & CEO and Mr.Akash Patel as CFO. Mrs. Meena Mistry has been appointed as Non Executive IndependentWomen Director effective from March 31 2015.
9. 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.
10. 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 suf cient to attract and retaintalented and quali ed individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual re ective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements. Basic/ xed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience.
In addition the Company provides employees with certain perquisites allowancesand bene ts to enable a criteria in 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 bene ts as applicable.
In addition to the basic/ xed salary bene ts perquisites and allowances asprovided above the Company provides MD/ EDs such remuneration by way of commissioncalculated with reference to the net pro ts of the Company in a particular nancial yearas may be determined by the Board subject to the overall ceilings stipulated in Section197 of the Companies Act 2013. The speci c amount payable to the MD/ EDs would be basedon 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.
No Director of the Company draws remuneration from the Company.
11. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OFDIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria for determiningquali cations positive attributes and independence of Directors in terms of provisions ofSection 178(3) of the Companies Act 2013.
In accordance with the above criteria a Director will be considered as an 'IndependentDirector' if he/ she meet with the criteria for 'Independent Director' as laid down in theAct.
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 outlined in ScheduleIV to the Act.
12. Remuneration for independent Directors and non-independent non-executive Directors:
Independent Directors ('ID') and non-independent non-executive Directors ('NED')may be paid sitting fees for attending the Meetings of the Board and of Committees ofwhich they may be members and commission within regulatory limits as recommended by theNomination and Remuneration Committee ('NRC') and approved by the Board.
Overall remuneration should be reasonable and suf cient 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 re ective of the size of the Company complexity of the sector/ industry/Company's operations and the Company's capacity to pay the remuneration and be consistentwith 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 pro ts return to investorsshareholder value creation and any other signi cant 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 requisitequali cation for the practice of the profession.
13. BOARD AND COMMITTEE MEETINGS
Five Board Meetings were convened and held during the year i.e. on April 10 2016 May26 2016 May 30 2016 June 16 2016 August 05 2016 August 14 2016 August 16 2016November 9 2017 November 16 2016 and February 14 2017 February 17 2017. The Boardhas constituted an Audit Committee as well as Nomination & Remuneration Committee withMr. Darshit Parikh as Chairman and Mr. Akash Patel Mrs. Meena Mistry as Members. Therehave not been any instances when recommendations of the Audit Committee were not acceptedby the Board.
The intervening gap between the Meetings was within the period prescribed under theAct.
(1) Statutory Auditors:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modi cation(s) or re-enactment thereof for the time being in force) M/s. R
H Modi & Co. Chartered Accountants (Firm Registration No.: 106486W) be appointedas the Statutory Auditors of the Company in place of M/s R Devarajan and Co. CharteredAccountants (Firm Registration No. 102415W) the retiring Statutory Auditors to hold ofce for a period of ve consecutive years commencing from the nancial year 2017-18 i.e. fromthe conclusion of this Annual
General Meeting until the conclusion of the 36th Annual General Meeting of the Companyto be held in the year 2022 subject to rati cation by the Members at every Annual GeneralMeeting.
(2) Secretarial Auditor
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 March ended 312017. The Secretarial Audit Reportis annexed to this report.
The Auditors' Report and the Secretarial Audit Report for the nancial year ended 31stMarch 2017 do not contain any quali cation reservation adverse remark or disclaimer.
15. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. In accordance withregulation 15 of the SEBI (LODR) Regulations 2015 various corporate governancerequirements does not apply to the Company. Therefore no separate section on Management'sDiscussion and Analysis Corporate governance is annexed.
16. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have af rmed compliance with the Code ofConduct for Directors and Senior Management of the Company.
17. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
The Directors Mr.Harshad Patel Mr. Akash Patel and Mr. Ritesh Patel having father andson relationship are related to each other within the meaning of the term"relative" as per Section 2(77) of the Act and per SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015. Other than these none of the Directors arerelated.
18. PARTICULARS OF THE EMPLOYEES
The information as required under Section 197 of the Act and rules made there-under isnot applicable as none of the employees are in receipt of remuneration which exceeds thelimits speci ed under the said rules.
19. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BYAUDITORS AND
THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditors' Report to the members on the Accounts of the Company for the nancial yearended 31 March 2017 does not contain any quali cations reservations or adverse remarks.The Secretarial Audit Report does not contain any quali cation reservation or adverseremark from Secretarial Auditor.
20. SHARE CAPITAL:
Rs 71527000 divided into 7152700 Equity shares of Rs. 10 each as on 31st March 2017since the Company has issued & allotted 1200000 Equity shares of Rs. 10 eachincluding at a premium of Rs. 4.5 each to convert the loan from its Unsecured Creditor.
As on 31st March 2017 none of the Directors of the Company held shares of theCompany.
a. Buyback of Securities: The Company has not bought back any of the securities duringthe year under review.
b. Sweat Equity: The Company has not issued any sweat equity shares during the yearunder review.
c. Employee Stock Option Plan: The Company has not provided any stock options to theemployees.
22. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE COMPANIES
Your Company has not accepted any xed deposits covered under chapter V of the CompaniesAct 2013 and as such no amount of principal or interest was outstanding on the date ofBalance Sheet.
23. 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 |
|1 ||Foreign Exchange earned in terms of actual in ows during the year ||Nil |
|2 ||Foreign Exchange outgo in terms of actual out ows during the year ||Nil |
24. 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.
25. 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 nancial of the pro tand loss account of the company for that period.
iii) The Directors have taken proper and suf cient 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal nancial controls to be followed by the companyand that such internal nancial controls are adequate and were operating effectively 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.
26. 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 ful ll the conditions of independence as speci ed in the Act and the Rules made thereunder and are independent of the management.
27. 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 nancial year 2016-17.
28. 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 Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism. It is af rmed that no personnel of the Company has been denied access to theAudit Committee.
29. LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed only with BSE Limited. We con rm thatyour Company has paid the listing fees for the nancial year 2017-2018.
30. 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. The closing balances of investments which would be covered underSection 186 of the Companies Act 2013 are disclosed in the Schedule of Non-CurrentInvestments in the Financial Statements. The Company has not granted any Loans andGuarantees.
31. 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 arm's length and are in the ordinary course of business and are immaterial innature. Hence no particulars are being provided in Form AOC-2 as mandated pursuant to theprovisions of Section 134 of the Companies Act 2013 read with Rule 8 (2) of theCompanies (Accounts) Rules2014.
32. 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.
33. INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective of efcient conduct of operations through adherence to the Company's policies identifying areasof improvement evaluating the reliability of Financial Statements ensuring complianceswith applicable laws and regulations and safeguarding of assets from unauthorized use.
The Audit Committee along with Management overseas results of the internal audit andreviews 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 |
| ||CORPORATE COURIER AND CARGO LIMITED |
| ||RiteshPatel ||AkashPatel |
|Date: September 01 2017 ||Din:00700189 ||Din:06839168 |
|Place: Mumbai || || |