Maheshwari Logistics Ltd.
|BSE: 538394||Sector: Others|
|NSE: MAHESHWARI||ISIN Code: INE263W01010|
|BSE 05:30 | 01 Jan||Maheshwari Logistics Ltd|
|NSE 05:30 | 01 Jan||Maheshwari Logistics Ltd|
|BSE: 538394||Sector: Others|
|NSE: MAHESHWARI||ISIN Code: INE263W01010|
|BSE 05:30 | 01 Jan||Maheshwari Logistics Ltd|
|NSE 05:30 | 01 Jan||Maheshwari Logistics Ltd|
Your Directors take pleasure in presenting their 11th Annual Report on thebusiness and operations of the company together with the audited financial statements forthe Financial Year ended 31st March 2017.
The financial performance of the Company for the year ended on 31st March2017 and the previous financial year ended 31st March 2016 is given below:
Currently in India the economy and marketplace is undergoing rapid changes andtransformation. The volatility in the macro economy during the FY 2016- 17 continued tocast its shadow and most of the markets where the Company operates were impacted. Inpresent environment the Companies are operating in a marketplace where the survival of thefittest is the law. Under such market conditions the Company recorded an exemplaryfinancial performance. The major factors contributing for such performance and growthacross all the geographies and industry verticals was the Company's customercentricapproach and its ability to innovate customer specific products focus on pricingdisciplined execution of complex projects and the rigor in strong internal processes. Thiscoupled with favorable foreign exchange rate provided better profit margin. The businessoperations of the Company during the year was satisfactory the Company has achievedremarkable growth in the kraft paper division which was newly set-up in the year July -2015 with the installed capacity of 54000 to 72000 meters P.A. and for saving of powerCompany is planning to install captive power plant. In Logistics unit the Board ofDirectors are hoping positive market conditions company is giving efforts to capture thenew areas to provide transportation services like approaching some areas of MadhyaPradesh and Maharashtra. In Coal unit the Board of Directors are planning to improve thegeographical presence by emerging in new markets of the countries like South AfricaAustralia and planning to increase the sale of coal in the domestic market.
The performance of the company is note-worthy. The Net profit of the company afterTaxation has increased to Rs. 97199332/- as compared to Rs. 73132410/- in theprevious year. While the turnover of the company has increased to Rs. 7380054250/- ascompared to Rs. 6008034950/- in the previous year. Management of the company strivinghard by making more sincere efforts for the better growth and prospects of the company inthe future and to yield better returns for the members of the company.
TRANSFER TO RESERVES
The board of Directors of the company has transferred amount of Rs. 97199332/-to itsReserves & surplus Account during the Financial Year 2016-17.
With a view to finance expansion from internal accrual for the growth of the companythe directors of the company do not recommended any dividend for the year ended March 312017.
SHARE CAPITAL AND OTHER CHANGES During FY 2016-17 following changes in the Companytook place as follows:
AUTHORIZED SHARE CAPITAL: The Authorized Share Capital of Company has beenincreased from Rs. 10.00 Crores to Rs.16.00 Crores by passing an ordinary resolution inthe ExtraOrdinary General meeting of the members of the Company held on Tuesday the25th day of October 2016.
During the year company has increased its issued and paid-up Equity Share Capital byissuing Bonus shares of Rs. 10.00 each to the existing shareholders from its securitypremium account in the proportion of (1:1) by passing special resolution in theExtra-Ordinary general meeting of the members of the company held on Thursday the 1st dayof December 2016. The changed paid-up equity Share capital structure of the company afterthe issue of Bonus Shares was Rs. 100826000.
INITIAL PUBLIC OFFER AND LISTING OF SHARES
In January 2017 the Company comes with an IPO and allotted 3996000 equity shareswith face value of Rs.10 each fully paid-up at an issue price of Rs.68 (including a sharePremium of Rs.58/- per equity share). The changed paid-up Equity Share Capital structureof the company was Rs. 147986000 (Fourteen Cr Seventy Nine Lacs Eighty Six thousand) ason 31st March 2017.
LISTING OF SHARES
Board of directors informed the members that a special resolution passed in theExtra-Ordinary General Meeting of the members of the Company held on Thursday the 1st dayof December 2016 permitting the Company to be admit for trading of shares at Nationalstock-exchange SME Emerge platform.
During the year the credit rating of the company is done by Brick Work SEBI registeredcredit rating agency and the rating of the company has been upgraded to BWR A- for longterm finance and BWR A2+ for short term finance.
CHANGE IN THE NAME OF THE COMPANY
During the financial year a special resolution was passed in the Extra-Ordinary GeneralMeeting of the members of the Company held on Thursday the 01st Dec 2016 for conversion ofcompany from Private limited to Limited. Further the name of the company was changed fromMaheshwari Logistics Private Limited to Maheshwari Logistics Limited as certificate ofname change is received from ROC Gujarat on 05th Dec 2016.
CONVERSION INTO PUBLIC COMPANY
The Company was a private limited company at the beginning of Financial Year 2016-17named as "Maheshwari Logistics Private
Limited" and it was desirous of being listed on stock exchange hence a specialresolution was passed unanimously by the members in the extra-ordinary general meeting on1st December 2016 for conversion of the company into a public company and wassubsequently approved by the Registrar of Companies Gujarat by issuing a freshCertificate of Incorporation in the favor of the Company Hence the company wassuccessfully converted into a public company namely "Maheshwari LogisticsLimited".
CHANGE IN THE SITUATION OF THE REGISTERED OFFICE OF THE COMPANY
During the year the situation of the registered office of the company has been changedwithin the same city. The registered office of the company is shifted from 239 PanchratnaComplex GIDC Vapi Gujarat-396195 To MLL House Shed No- A2-3/2 Opp. UPL 01ST PhaseGIDC Vapi Valsad Gujarat-396195.
Your Company has not accepted any public deposit within the meaning of provisions ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries Joint Ventures and Associates as on the year ended31st March 2017.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed M/s Big Share Services Private Limited as its Registrar &Share Transfer Agent.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The operations of the company are reviewed in a detailed report on the ManagementDiscussion and Analysis is provided as a separate section in the Annual Report which formspart of the Board's Report as Annexure-X.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INDEPENDENT DIRECTORS
The Board of Directors of the Company informs the shareholders of the Company about thechanges in the composition of the board of Directors of the company during the FinancialYear 2016-17 as follows: Since the Company got its Equity Shares listed on NSE in themonth of January 2017 the Company was required to appoint the Independent Directors inaccordance with the provisions of the Companies Act 2013. The Board of Directorsappointed Mr. GirirajBaluramLaddha as Additional (Non-executive) Director underIndependent category on the board w.e.f 1st Dec 2016 and Mr. Ruchir Anirudh Jani and
Mr. Rajendra Tejkaran Manhir as Additional (Nonexecutive) Directors under Independentcategory on the board w.e.f 08th Dec 2016 and they hold office until the ensuing 11th AGMand are eligible for appointment as Independent Directors in the Annual General Meeting bythe members of the company. Accordingly requisite resolutions shall form part of theNotice convening the AGM. Further sub-section (13) of Section 149 provides that theprovisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152of the Companies Act 2013 shall not apply to such Independent Directors. Hence none ofthe Independent Directors retire at the ensuing AGMs.
APPOINTMENT OF DIRECTOR
Mr. Vipul Rameshbhai Vashi was appointed as Additional Director on the board w.e.f 01stDec 2016. In accordance with Section 161 of the Act Mr. Vipul Rameshbhai Vashi holdsoffice up to the date of the ensuing AGM of the Company and being eligible offer hiscandidature for appointment as a Director. Accordingly requisite resolution shall formpart of the Notice convening the AGM.
CEO CFO CS AND MANAGING DIRECTOR (KMP)
Mr. Neerajkumar Premnarayan Maheshwari was appointed as Chief-Executive Officer (CEO)of the company w.e.f 01st Dec 2017 as per provisions of the Companies Act 2013 he hasdevoted his full time in the working of the company and has been associated with thecompany since Incorporation. Mr. Pradeep Kumar Dad was appointed as a Chief FinancialOfficer (CFO) of the company w.e.f 01st Dec 2017 as per the provisions of the CompaniesAct 2013. He handles the finance and accounts of the company and is associated with thecompany since last five years. Mr.Varun Kabra was appointed as Managing director on theboard w.e.f 01st Dec 2016 for a term of five years and has been handling the management ofthe company utmost efficiency. Ms. Shweta Mahesh Jhawar Company Secretary cum- ComplianceOfficer of the Company has tendered her resignation which was received by the Company on28th February 2017 and the same has been accepted. The Board appreciated her associationand the support which she has rendered during her tenure with the Company. Further MsTanuPareek M.No. A37885 has been appointed as Company Secretary-cum-Compliance Officer ofthe company with effect from 7th March 2017.
APPOINTMENT OF WHOLE TIME DIRECTOR
The Board of Directors inform the members of the Company that on conversion of thecompany from private to public a change in designation of the board of directors tookplace and Mr. Vinay
Premnarayan Maheshwari and Mr. Amit Maheshwari were appointed as a Whole-time Directorsof the company on the Board w.e.f. 08th Dec 2017 for a term of five years under theprovisions of section 196203 and applicable provisions of the companies act 2013.
DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED
Pursuant to the provisions of section 152(6) and other applicable provisions of theCompanies Act 2013 Mr. Vinay Premnarayan Maheshwari though appointed as a whole-timeDirector on the board w.e.f 08th Dec 2017 for a term of five years has been associatedwith the company as director since 12th October 2006 is liable to get retired by rotationat the ensuing 11th AGM and being eligible to get re-appointed as wholetimeDirector of the company in the ensuing AGM of the company. Accordingly requisiteresolution shall form part of the Notice convening the AGM.
COMPOSITION OF BOARD OF DIRECTORS
The Board of Directors of Maheshwari Logistics Limited is a balanced one with anoptimum mix of Executive and Non Executive Directors. They show active participation atthe board and committee meetings which enhances the transparency and adds value to theirdecision Directors' Report (Contd.) making. The Board of the Company is headed by anExecutive Chairman. Chairman takes the strategic decisions frames the policy guidelinesand extends wholehearted support to Executive Directors business heads and associates. Ason 31st March 2017 The Board of company consists of Nine (9) Directors. The compositionand category of Directors is as follows:
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director. During the year underreview the independent directors met on 07.03.2017 inter alia to discuss: o Evaluationof the performance of Nonindependent Directors and the Board of Directors as a whole. oEvaluation of the performance of the chairman of the Company taking into account theviews of the Executive and Non- Executive directors. o Evaluation of the quality contentand timeliness of flow of information between the management and the board that isnecessary for the board to effectively and reasonably perform its duties.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of Independent Director' as mentioned under Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements Regulations 2015.
The confirmations were placed before and noted by the Board.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and take a view on the Company'spolicies and strategy apart from other Board matters. The notice for the board meetings isgiven well in advance to all the Directors.
During the year the Board of Directors met eighteen times and board meetings were heldon the following dates as mentioned in the table:
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.
DIRECTORS APPOINTMENT REMUNERATION AND ANNUAL EVALUATION
The Company has devised a Policy for Directors; appointment and remuneration includingcriteria for determining qualifications performance evaluation and other matters ofIndependent Directors Board Committees and other individual Directors which includecriteria for performance evaluation of both non-executive directors and executivedirectors.
The Company's Nomination & Remuneration policy which includes the Director'sappointment & remuneration and criteria for determining qualifications positiveattributes independence of the Director & other matters is attached as Annexure-V tothis Report and the same is also available on the website of the Company at the linkhttp://mlpl.biz/pdf/nomination%20and%20remuneration.pdf the Board of Directors in theirBoard Meeting held on 07th March 2017 has made a formal annual evaluation of its ownperformance & that of its Committee and individual directors.
COMMITTEES OF THE BOARD
The Board of Directors has constituted four Committees viz. 1. Audit Committee 2.Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee 4. CorporateSocial Responsibility Committee
Details of all the Committees along with their composition termsof reference andmeetings held during the year are provided in Annexure-VI.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors confirm that: a) In thepreparation of the annual accounts for the year ended March 31 2017 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; b) The Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2017 and of the profit of the Company for theyear ended on that date; c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The Directors have prepared the annual accounts on a goingconcern' basis; e) The Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
AUDITORS OF THE COMPANY
M/s. Kakaria & Associates Chartered Accountants Vapi (FRN: 104558W) StatutoryAuditors of the company hold office until the conclusion of the ensuing Annual GeneralMeeting. They have given their Report on the Annual Financial Statements for the financialyear 2016-17.
As per the provisions of Section 139 of Companies Act 2013 the term of office of M/s.Kakaria & Associates as statutory Auditor of the company is concluded from the closeof Ensuing Annual general meeting of the company.
Board of directors places on records its appreciations for the services rendered byM/s. Kakaria & Associates as the statutory Auditors of the company.
Subject to the Approval of the members Board of the Directors of the company hasrecommended the appointment of M/s. NPV & Associates Chartered Accountants (ICAI FirmRegistration No: 129408W) as the statutory Auditors pursuant to section 139 of companiesAct 2013 for a period of Feive year commencing from the conclusion of Ensuing Annualgeneral meeting till sixteen Annual General Meeting.
Member's attention is drawn to a resolution proposing the appointment of M/s. NPV &Associates Chartered Accountants as the Statutory Auditors of the company which is partof the Notice convening AGM.
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Manisha Choudhary Company Secretary in Practice to conduct the secretarialaudit for the financial year 2016-17. The Secretarial Audit Report as received from Ms.Manisha Choudhary Company Secretary in Practice is appended as Annexure-II to thisReport.
COMMENTS ON AUDITORS' REPORT
There are no qualifications reservations adverse remarks or disclaimers made by M/s.Kakaria & Associates Statutory Auditors in their Audit Report and by Ms. ManishaChoudhary Company Secretary in Practice in her Secretarial Audit Report. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Companyduring the financial year 2016-17.
CORPORATE SOCIAL RESPONSIBILITY
Our key Strategy for Corporate Social Responsibility is to mobilize core competenciesand resources of business public organizations and Government Institutions hospitalseducational institutions to facilitate their working in partnership on projects thatbenefit communities. We also feel strongly about giving back to our community. We believeeverybody deserves to be treated with dignity and respect regardless of their personalcircumstances and offered the skills knowledge and assistance they need to helpthemselves lead healthy and productive lives. The Directors of the Company are pleased toinform that as per the provision of Section 135 and Schedule VII of the Companies Act 2013the company has constituted CSR Committee developed CSR policy and implemented it thecompany is proactive in its CSR activitiesdonation given by the company are as follows:
SHRI JANSEVA MANDAL
The sum of Rs.1100000/- was donated by the company to Shri Janseva Mandal for thehospitality purpose and day care centre for the kids.
MAHESHARI EDUCATION CHARITABLE TRUST
The sum of Rs.1100000/- was donated by the Company under the Charitable Trust run bythe Maheshwari community for the education of the children of the needy people.
MUKTIDHAM CHARITABLE TRUST
In association with the VIA (Vapi Industrial Association) for the establishment ofShamshanbhumi to provide some modern amenities Sum of Rs.1100000 is donated by thecompany to the Muktidham Charitable Trust . The details of CSR activities undertaken bythe Company are described in the prescribed format appended as Annexure-VII to thisReport.
Risk management of the Company promotes a proactive approach in reporting evaluatingand mitigating risks associated withthe business. Mechanisms for identification andprioritization of risks include business risk environment scanning and focused discussionsin the Risk Management Group (at Senior Management Level) and Risk Management Committeemeetings.
Identified risks are used as one of the key inputs for the development of strategy andbusiness plan. The respective risk owner selects a series of actions to align risks withthe Company's risk appetite and risk tolerance levels to reduce the potential impact ofthe risk should it occur and/or to reduce the expected frequency of its occurrence.Mitigation plans are finalized owners are identified and progress of mitigation actionsare monitored and reviewed: Although the company has adopted the policy regarding theassessment of the risk and its updates are provided to the senior management of thecompany the process for the mitigation of the risk is defined under the risk managementpolicy of the company which is available for the access on the website mlpl.biz at thelink http://m lpl.biz/pdf/r isk% 20assessm ent% 20and% 20 management.pdf
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls whichimpact the financial statements. The financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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 this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2016-17 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
The Corporate Governance requirements as stipulated under the of SEBI (LODR)Regulations 2015 is not applicable to the company but the Company adheres to goodcorporate practices at all times.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2017 as required under Section 92(3) of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 is annexed herewith asAnnexure-I which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Company has given guarantee of Rs. 30.00 Lacs to Ultra-tech Cement Ltd against varioustransportation contracts which is under the limits as specified under the Companies Act2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per the Requirements of the Companies Act 2013 and Equity Listing Agreement yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at www.mlpl.biz at a linkhttp://mlpl.biz/pdf/related%20party%20transaction.pdf. The Policy intends to ensure thatproper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties. There have been no materially significant relatedparty transactions between the Company and the Directors the management the subsidiariesor the relatives except for those disclosed in the financial statements. Accordinglyparticulars of contracts or arrangements with related parties referred to in Section188(1) along with the justification for entering into such contract or arrangement isdisclosed in the financials. All Related Party Transactions entered during the year werein Ordinary Course of the Business and on Arm's Length basis. Accordingly the disclosureof Related Party Transactions as required under Section 134(3) (h) of the Companies Act2013 is disclosed in Form AOC 2 in Annexure-III is annexed to this report.
DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS
Company has been recently converted from Private limited to Public. When the companywas private limited (before December 05th 2016) the company has borrowed money fromdirectors and relatives of directors of the Company which are as follows and the companyhas received a declaration from them as per Rule 2(c) (viii) of the Companies (Acceptanceof Deposits) Rules 2014and this amount is from own funds not from borrowing or acceptingfrom others who is the relative of Director.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION as per amendment in Rule5(2) ofthe companies (Appointment and remuneration of managerial Person) Amendment rules 2016dated 30.06.2016.Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided atAnnexure- IV to this report. Apart from that there is no employee in the company whoseparticulars are required to be disclosed in the report.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and that it'scontinued growth is dependent upon the ability to attract and retain quality people. TheCompany also recognizes the importance of providing training and development opportunitiesto its people to enhance their skills and experiences which in turn enables the companyto achieve its business objectives. The morale of employees continued to remain highduring the year contributing positively to the progress of the Company. Howeveraspirations of employees in India remain to be high. This is a challenge as only growthcan fulfill these aspirations and in today's market scenarios one has to performextraordinarily to achieve growth. The Company has always provided a congenial atmospherefor work to all sections of the society. Your Company is committed to respect universalhuman rights. To that end the Company practices and seeks to work with businessassociates who believe and promote these standards. The Company is committed to provideequal opportunities at all levels safe and healthy workplaces and protecting human healthand environment. The Company provides opportunities to all its employees to improve theirskills and capabilities. The Company's commitment extends to its neighboring communitiesto improve their educational cultural economic and social well-being. Your Company is anequal opportunity employer and does not discriminate on the grounds of race religionnationality ethnic origin color gender age citizenship sexual orientation maritalstatus or any disability not affecting the functional requirements of the position held.
VIGIL MECHANISM & WHISTLE BLOWER
The company has established a Whistle Blower Policy which also incorporates a VigilMechanism in terms of the SEBI (LODR) Regulations 2015 for directors and employeescommensurate to the size and the business of the company to promote ethical behavioractual or suspected fraud or violation of ourcode of conduct and ethics. Under the saidmechanism the employees are free to report violations of applicable laws and regulationsand the code of conduct. It also provide for adequate safeguards against the victimizationof persons who use such mechanism. The Whistle Blower Policy of the Company is alsoavailable on the website of the company at thelink h t t p : // m l p l . b i z / p d f /w h i s t l e r % 2 0 b l o w e r % 2 0 a n d%20vigil%20mechanism.pdf. During the year nowhistle blower event was reported & mechanism is functioning well. Further nopersonnel has been denied access to the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) of TheCompanies (Accounts) Rules 2014 relevant details of energy conservation technologyabsorption and foreign exchange earnings and outgo are attached as Annexure-IX to thisReport.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Our Company is an equal opportunity provider and believes in providing opportunity andkey positions to women professionals. At the same time it has been an Endeavour of theCompany to support women professionals through a safe healthy and conducive workingenvironment by creating and implementing proper policies to tackle issues relating to safeand proper working conditions for them. As per the provisions of section 21 and 22 of theSexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013 the report on the details of thenumber of cases filed under Sexual Harassment and their disposal during the calendar year2016- 2017 is as under:
PROHIBITION OF INSIDER TRADING
With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a Code of Conduct for Prohibition of Insider Trading.INVESTOR GRIEVANCE REDRESSAL During the financial year under review. There were no pendingcomplaints or share transfer cases as on 31st March 2017 as per the certificate given byRTA as on dated 31.03.2017.
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the company whichare as follows:
This policy deals with the retention and archival of the corporate record theserecords are prepared by the employees of the company under this policy any materialinformation relating to the company shall be hosted on the website of the company for theinvestors and public and remain there for period of five year. The policy of the companyfor the access is available on the website www.mlpl.biz at a linkhttp://mlpl.biz/pdf/archival%20policy.pdf.
CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of conduct is required from the senior management including the Board ofDirectors of the Company; they have to be abiding by the rules and laws applicable on thecompany for the good governance and business ethics. It describes their responsibility andaccountability towards the company .policy of the company relating to that is availablefor the access at the website www.mlpl.biz at ahttp://mlpl.biz/pdf/code%20of%20conduct%20of%2 0bod%20and%20senior%20mgt.pdf
CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in anymanner a code of conduct is required for them for their unbiased comments regarding theworking of the company. They will follow the code while imparting in any activity of thecompany policy deals with the code of conduct of the Independent Directors their dutiesand responsibilities towards the company is available at the website www.mlpl.biz at alinkhttp://www.mlpl.biz/pdf/code%20ofconduct%20 of%20independent%20directors.pdf
CORPORATE SOCIAL RESPONSIBILITY
CSR is a broad term describes the company's efforts towards the society this ismandatory under certain terms of Companies Act 2013 but the benefit of this policy is twohanded one hand company get the chance to involve in the social welfare and other handthis will improve the image of the company. CSR policy creates social awareness among thecompanies and creates an obligation towards the society; the policy for the access isavailable on the website www.mlpl.biz at linkhttp://www.mlpl.biz/pdf/corporate%20social%20res ponsiblity.pdf
DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
From the point of Listed entity investors of the entity of the also expecting more andmore information for the company so under this policy the management of the companydetermines the material events of the company and disclosed them for their investors.Under this policy company may decide all those events and information which are materialand important that is compulsory to be disclosed for the investors about the companypolicy related to this is available at the website www.mlpl.biz at a linkhttp://www.mlpl.biz/pdf/determination%20of%20materiality%20of%20information%20or%20event.pdf
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
Under Familiarization programme all Independent Directors (IDs) inducted into the Boardare given an orientation presentations are made by Executive Directors (EDs) and SeniorManagement giving an overview of our operations to familiarize the new IDs with theCompany's business operations. The new IDs are given an orientation on our products groupstructure and subsidiaries board constitution and procedures matters reserved for theBoard and our major risks and risk management strategy. This policy includes to keepupdated to the independent directors about the working of the company and projects inwhich company is involved various programme are conducted by the company for the ID's. ThePolicy on the Company's Familiarization Programme for IDs can be accessed at the websitewww.mlpl.biz at alinkhttp://www.mlpl.biz/pdf/familiarizationprogrammeforindependentdir.pdf
There are many information's that are important and price sensitive and required to bekept confidential on the part of the company if the information is disclosed this willharm the image of the company in the definition of the insider it will include all thepersons connected with the company including the all employee's so policy relating to thisis available on the website of the company. This policy is applicable to all employee'sand KMP's of the company to not to disclose the confidential information of the companywhich affects the performance of the company policy related to this available at alinkhttp://www.mlpl.biz/pdf/policy_forinsider_tradi ng.pdf
NOMINATION AND REMUNERATION
Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. As part of the policy the Company strives to ensure that:
a) The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;
b) Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks.
c) Remuneration to Directors KMP and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals. Policy relating to the nomination andremuneration of the company is available on the website of the company at the link h t t p: / / w w w . m l p l . b i z / p d f / n o m i n a t i o n % 2 0 a n d%20remuneration.pdf
PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Actpolicy relating to that for the safe keeping of the documents is available onwebsitewww.mlpl.biz at a link http://www.mlpl.biz/pdf/preservation%20of%20doc uments.pdf
RELATED PARTY TRANSACTIONS
The Objective of the Policy is to set out: (a) The materiality thresholds for relatedparty transactions; and (b) The manner of dealing with the transactions between theCompany and its related parties based on the Act your company adopted this policy fordealing with parties in a transparent manner available at this linkhttp://www.mlpl.biz/pdf/related%20party%20transa ction.pdf
RISK ASSESSMENT AND MANAGEMENT
Risk is the part of the every one's life while running any business there are manykind of risk is involved to minims the business risk and all the factors that willnegativity effects the organization every company tries to follows a certain procedure forthe forecasting of the risk and its management policy relating to this is available in thewebsite at mlpl.biz at a link http://www.mlpl.biz/pdf/risk%20assessment%20and%20management.pdf
TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS
Independent directors are the key part of the board according to the Schedule IV to theCompanies Act 2013 they are skilled experienced and knowledgeable persons they arerequired on the board to take improved and better decisions policy relating to theappointment will be help full for the board policy of the company is available at thewebsite w w w . m l p l . b i z h t t p : / / w w w . m l p l . b i z / p d f / t e r m s_ a n d _ c o n d i t o n _ f o r _ a p p o i n t m e n t % 2 0 o f % 2 0 i n d e p endent%20director.pdf
WHISTLE BLOWER AND VIGIL MECHANISM:
While running the big organization there are certain good and bad things may behappened in order to control the fraud misconduct and malpractices this procedure isadopted by the company and reporting of this procedure is done under the vigil mechanismby adopting this kind of system company can control the unethical acts and practicespolicy relating to this is available at the website www.mlpl.biz at link h t t p : // w ww. m l p l . b i z / p d f / w h i s t l e r % 2 0 b l o w e r % 2 0and%20vigil%20mechanism.pdf
??ng environment by creating and implementing proper policies to tackle issuesrelating to safe and proper working conditions for them. The Company's policy againstsexual harassment is http://www.mlpl.biz/pdf/preventionofsexualharass mentatworkplace.pdf
? During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
? No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
There were no material changes commitments affecting the financial position of yourCompany between the end of financial year (March 31 2017) and the date of report (April27 2017).
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Part B of Schedule II of the Listingregulations the Chief-Executive officer and Chief financial officer of the company isrequired to issue Annual Certification on Financial Reporting and internal Control to theBoard. The certificate for 2016-17 given by Chief-Executive Officer and Chief FinancialOfficer is annexed to this report. (Annexure-8) The CEO & CFO also give half-yearlyCertification on financial results to the Board in terms of under Regulation 33(2) of theListing Regulation.
CODE OF CONDUCT
The Board of Directors has laid down a code of Conduct for better transparency andAccountability for all the Board Member's and Employee's of the Company. All the Boardmembers and senior management personnel have confirmed with the code for the year 2016-17.Declaration to the effect signed by the Whole-time Director is attached and forms part ofthe Annual Report. (as annexure-XI)
Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Central & State Government Local Authorities ClientsVendors Advisors Consultants and Associates at all levels for their continued guidanceand support. Your Directors also wish to place on record their deep sense of appreciationfor their commitment dedication and hard work put in by every member of the Company.
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis
2. Details of material contracts or arrangement or transactions at arm's length basis
"DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 The ratio of the remuneration of each Director to themedian remuneration of the employees of the Company for the financial year 2016-17 thepercentile increase in remuneration of each director Chief-financial officer and CompanySecretary during the financial year 2016-17 are as Under.
NOTES: The figures have been annualized for calculating % increase in remuneration.
I. The percentage increase in the median remuneration of the employees in the FinancialYear (2016-17)
There was 10.00% increase in the median remuneration of employee's during 2016-17.
II. The number of permanent employee's on rolls of the company. There were 266permanent employees on the rolls of Company as on March 31 2017.
III. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Averagepercentage increase in salary of the Company's employees was 10.00%. The total managerialremuneration for the Financial Year 2016-17 was Rs. 2.28 crores as against Rs. 1.77 Croresduring the previous year.
Affirmation that the remuneration is as per the Remuneration Policy of the Company. Itis hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.
NOMINATION & REMUNERATION POLICY
The Company considers human resources as its invaluable assets. This policy onNomination & Remuneration of Directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 andthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulation") in order to pay equitableremuneration to the Directors KMPs and Employees of the Company and to harmonize theaspirations of human resources consistent with the goals of the Company.
CONSTITUTION OF THE COMMITTEE
The Board of Directors of the Company (Board) constituted the committee to be known asthe Nomination and Remuneration Committee consisting of three non-executive directors outof which two shall be the Independent Directors. The Chairman of the Committee shall be anIndependent Director.
OBJECTIVE AND PURPOSE OF THE POLICY
The Nomination and Remuneration Committee and this policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRegulation 19 of Listing Regulation. The Objective of this policy is to lay down aframework in relation to remuneration of directors Key Managerial Personnel and seniormanagement personnel. The Key Objectives of the Committee would be:
1. To guide the Board in relation to appointment and removal of Directors.
2. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of directors and Key Managerial personnel.
3. Formulation of criteria for evaluation of Board of Directors including theIndependent Director.
4. To Recommend the Board on Remuneration payable to the directors Key ManagerialPersonnel and Senior Management.
5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
6. To assist the Board in fulfilling all related responsibilities.
APPLICABILITY a. Directors (Executive and Non-Executive) b. Key ManagerialPersonnel
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director or KMP and recommend to the Boardhis/her appointment. A person should possess adequate qualification expertise andexperience for the position he/she is considered for appointment. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personis sufficient /satisfactory for the concerned position. The Committee shall identifywhether the director is willing to serve on one or more committees of the Board as alsodevote such time as necessary for proper performance of his duties. The Committee shallanalyze whether the Independent Director being considered is willing to and shall be ableto carry out the duties which every independent directors are required to follow. TheCommittee shall check whether the prospective Director / KMP shall be able to follow thecode of conduct of the Company or not.
1. Managing Director/Whole Time Director/Independent Director
The Committee shall ensure that the appointment or Re-appointment of any Director asabove is carried out as per rules and regulations given under the Companies Act 2013along with other relevant laws.
2. Criteria for Evaluation
The Board of Directors shall carry out the evaluation of performance of its Directorsand Independent Directors based on the below criteria
? Active participation
? Time spent
? Objective discussion
? Probing & Testing assumptions
Knowledge and skill
? Industry and Business Knowledge
? Functional expertise
? Corporate governance
? Development of Strategy & Long term plans
? Inputs in strength area
? Director's obligation and discharge of responsibilities
? Quality and value of contributions
? Relationship with other Board Members
Due to reasons for any disqualification mentioned in the Act or under any otherApplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director or KMP subject to theprovisions and Compliance of the said Act rules and regulations.
The Whole-time Directors KMP and senior management personnel shall retire as per theapplicable provisions of the Companies Act 2013 and the prevailing policy of the Company.The Board will have the discretion to retain the Whole-time Directors KMP and seniormanagement personnel in the same position/remuneration or otherwise even after attainingthe retirement age for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP
1. Remuneration to Managing Director/Whole Time Director/Key Managerial Personnel.
The Remuneration/compensation/commission etc. to be paid to Managing Director/Wholetime Director/Key Managerial Personnel shall be governed as per provisions of theCompanies Act 2013 and rules made there under or any other enactment for the time beingin force or as per the policy of the Company & ongoing industrial norms.
2. Remuneration to Non-Executive /Independent Director.
The Non-Executive Independent Director may receive sitting fees only as per theprovisions of Companies Act 2013. The Amount of sitting fees shall be subject toceiling/limits as provided under Companies Act 2013 and rules made there under or anyother enactment for the time being in force.
This Policy is framed based on the provisions of the Companies Act 2013 and rulesthere under and the requirements of the Listing Regulations. In case of any subsequentchanges in the provisions of the Companies Act 2013 or any other regulations which makesany of the provisions in the policy inconsistent with the Act or regulations then theprovisions of the Act or Regulations would prevail over the policy and the provisions inthe policy would be modified in due course to make it consistent with law. This policyshall be reviewed by the Nomination and Remuneration committee as and when any changes areto be incorporated in the policy due to changes in regulations or as may be feltappropriate by the Company. Any Changes or modifications on the policy as recommended bythe Committee would be given for approval of the Board of Directors.
ANNEXURE-VI COMMITTEES OF THE BOARD
The Board of Directors has constituted four Committees viz. 1. Audit Committee 2.Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee 4. CorporateSocial Responsibility Committee
The Audit Committee's composition meets with the requirement of Section 177 of theCompanies Act 2013 and Clause 49 of the Listing Agreement and Regulation 18 of the"SEBI LODR "Regulations 2015. The Members of the Audit Committee possessesfinancial / accounting expertise / exposure. The Audit Committee comprised of 3 members ason 31st March 2017. The company secretary is the secretary and Complianceofficer of the committee. The detail of the composition of the Audit committee along withtheir meetings held/attended is as follows:
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee's Composition meets with the requirement ofSection 178 of the Companies Act 2013 and Clause 49 of the Listing Agreement andRegulation 19 of the "SEBI LODR "Regulations" 2015. The Members of theNomination committee possesses sound knowledge / expertise / exposure. The Committeecomprised of 3 members as on 31st March 2017. The company secretary is thesecretary and compliance officer of the committee .The detail of the composition of theNomination & Remuneration committee along with their meetings held/attended is asfollows:
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The stakeholders Relationship Committee meets with the requirement of the section 178of the Companies act 2013 and regulation 20 of the SEBI LODR "Regulations"2015. The Stakeholders Relationship Committee is mainly responsible to review allgrievances connected with the Company's transfer of securities and redressal ofshareholders' / investors' / security holders' complaints .The Committee comprised of 3members as on 31st March 2017. The company secretary is the secretary andcompliance officer of the committee. The detail of the composition of the said committeealong with their meetings held/attended is as follows:
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee meets with the requirement of the Section135 and Schedule VII of the Companies Act 2013.The Committee comprised of 3 members as on31st March 2017. The company secretary is the secretary and compliance officer of thecommittee. The detail of the composition of the said committee along with their meetingsheld/attended is as follows:
ANNEXURE -VIII CEO AND CFO CERTIFICATION
The Board of Directors Maheshwari Logistics Limited
We Neerajkumar Premnarayan Maheshwari CEO (Chief-Executive Officer) and Pradeep KumarDad CFO (Chief Financial Officer) of the Maheshwari Logistics Limited to the best of ourknowledge and belief certify that :
We have reviewed Financial Statements (Balance- Sheet Statement of profit and lossaccount and all the schedules and notes on accounts) and the Cash flow Statement Resultsand Board Report for the year ended 31st March 2017 on our knowledge belief andinformation: i. These financial statements do not contain any materially untrue statementor omit any material fact nor contain statements that might be misleading. ii. Thesefinancial statements present a true and fair view of the Company's affairs and are incompliance with the applicable laws and regulations.
To the best of our knowledge and belief no transactions entered into by the Companyduring the year ended 31st March 2017 which are fraudulent illegal or violative of theCompany's code of conduct. That We accept responsibility for establishing and maintaininginternal controls we have evaluated the effectiveness of the internal control systems ofthe Company and We have disclosed to the auditors and the audit committee deficiencies inthe design or operation of internal controls if any of which we have become aware andthe steps that we had taken or propose to take to rectify the identified deficiencies. i.There has not been any significant change in internal control over financial reportingduring the year under reference; ii. There has not been any significant change inaccounting policies during the year requiring disclosure in the notes to the financialstatements; and iii. There have been no instances of significant fraud of which we havebecome aware and the involvement therein of the management or an employee having asignificant role in the Company's internal control system over financial reporting.
ANNEXURE IX ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO A.CONSERVATION OF ENERGY
In order to save cost of energy the company has taken various steps to reduceconsumption of energy like set of own power generation plant that supply energy to thewhole machinery installed in factory energy saving spindles etc. company is planning toinstall captive power plant for the paper division of the company that will help toreduce the power consumption and increase the efficiency of the machinery. Figures givenhere under are self explanatory that steps taken by the Company to conserve energy aregiving positive response: Particulars with respect to conservation of energy are given asbelow:
B.TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION:
Efforts made in technology absorption are as follows: a. The company installed new anddeveloped machinery named as rewinder machine to cut the rolls of the kraft paper whichgive new look to the production of the kraft paper unit save the time and energy used init other research and development activities to improve the quality of existing productsand production line are also take place like (Installation of Automatic baler Machine HDCleaner Pulp mill head box etc to enhance the production of the company.) b. Benefitderived as result of the above: c. Company could achieve higher productivity and improvedquality. d. Expenditure incurred on the research and development during the FY-Nil
FOREIGN EXCHANGE EARNING & OUTGO:
The company has imported its mainly from Dubai USA France Ireland JeddahNetherlands Singapore etc.