Allcargo Logistics Ltd.
|BSE: 532749||Sector: Others|
|NSE: ALLCARGO||ISIN Code: INE418H01029|
|BSE 00:00 | 22 Sep||262.75||
|NSE 00:00 | 22 Sep||262.85||
|Mkt Cap.(Rs cr)||6,456|
|Mkt Cap.(Rs cr)||6455.77|
Allcargo Logistics Ltd. (ALLCARGO) - Director Report
Company director report
The Member of Allcargo Logistics Limited
The Directors present their Twenty Seventh Annual Report along with theAudited Financial Statements for the financial year ended March 31 2020.
(Rs in Lakhs)
Pursuant to the provisions of the Companies Act 2013 (the"Act") the Financial Statements of the Company have been prepared in accordancewith the Indian Accounting Standards ("Ind AS") notified under the Companies(Indian Accounting Standards) (Amendment) Rules 2015 as amended from time to time.
IMPACT OF COVID-19 ON BUSINESS
Presently the COVID-19 pandemic developed rapidly into a globalcrisis forcing Governments to enforce lockdowns of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. Sincethe logistics sector is the backbone of the economy to provide movement of essentialgoods the shipping ports transportation and ancillary services have been declaredessential services by the Government. The Company ("Allcargo") is an integratedmultinational logistics company and therefore our operations have been and shall be openand running only to the extent permitted and allowed under regulations notified by theState and Central Government. The Company have been focused on digital and technologyinitiatives. The Company have further intensified efforts to keep customers' businessesmoving by enabling teams to work remotely and empowering our customers with our in-housedigital business tools like our ECU360 platform. E-Bill of Lading EDelivery OrderE-Payments facilities etc. have been made available for customers.
The Company is well prepared to exploit remote collaborative workingsolutions to their fullest. The health and safety of our employees partners and customersare of the utmost priority to the Company. We have taken all the necessary precautionslike providing masks hand sanitizers disinfectants and temperature checks for staff andessential visitors at all our facilities which are operational. The ground staff haveobtained relevant approvals from local Government Authorities and ensured compliance withsafety norms. Our employees are empowered and well facilitated to efficiently work fromhome and we continue to closely monitor their wellbeing.
Business Segment updates:
Multimodal transport operations (MTo): There has been limitedbusiness impact for the MTO segment as a result of significant initiatives on businesscontinuity. Our team is doing an exceptional job in customer service and propagating useof technology tools like ECU360. All our offices continue to be operational across theworld by managing work from home leading to no major disruptions. International businesshas shown only modest contraction through end March as a result of supply chains needed tobe restocked post an extended Chinese New Year holiday period. We saw an upsurge involumes in late February and mention to late March. With more and more of the world beingenclosed and staying home in April we are only now seeing a slowing trend.
container Freight stations (cfs): The CFS segment has observedminor decline in overall volumes primarily due to slowdown in Exports. The overallcapacity utilization across our CFS locations has been very high due to continued inflowsand lower deliveries. This is caused by closure of businesses under lockdown and also thedisruption in transportation as a result of shortage of drivers. The Company is monitoringthe ground level situation closely and expects the situation to improve gradually.
project & engineering solutions (p&E): As most of the siteshave been mandated to be closed after the nationwide lockdown the equipments arenaturally not operating. Majority of the contracts are linked with long terminfrastructure projects where significant capital investment commitments have been made byour clients and we expect them to resume these projects at the earliest as the lockdowncomes to an end.
Logistics parks (Lp): Since most of the constructed sites have beenpre-leased the Company has not witnessed any business impact. For sites underconstruction there is naturally a temporary disruption. As of now the Company does notexpect any significant deviation from the planned execution schedules and will continueto closely monitor the situation.
supply chain Management (scm): The business has been temporarilydisrupted with the current lockdown. There are fixed services such as storage solutionswhich continue to accrue revenue however certain variable service have been suspendedand variable revenue has been impacted significantly. However overall impact is not verysubstantial and we expect it to bounce back once lockdown restrictions are lifted.
The Company has made substantial investment in Gati Limited("Gati"). Gati has rolled out a slew of measures towards safety and wellbeing ofemployees and provided digital infrastructure for an efficient work from home environment.Operations in many express distribution centres warehouses and supply chain services havebeen disrupted. The Company had to scale down and suspend operations in most locations.However in past few days Government has lifted restrictions on movement of nonessentialgoods as well and we expect situation to improve.
Lastly the Company has joined the fight against the COVID-19 pandemicby contributing Rs1 crore to the Chief Minister's Relief Fund in Maharashtra and theCompany is also supporting various initiatives to help migrant labourers daily-wageearners as well as doctors and paramedics who are on duty.
At Allcargo we believe that challenging times such as these prepareus for a better future. The Company is taking this opportunity to increase focus ondigitization now more than ever. The commitment of our employees and support from all ourpartners has ensured business continuity against all odds. We continue to focus onefficiencies and business
continuity plans to bring down our costs. Given that our businessfundamentals remain strong with a diversified client base and industry wide presence thedirect impact of COVID-19 outbreak on our business and operations has been and is expectedto be limited.
Broadly it led to significant disruptions in equipment business.However MTO segment and CFS segment comprising over 90% revenues were largely unaffectedin
The Company continued to work across the world with most peopleworking from home except for essential workers at CFS warehouses etc. The Company wasable to keep all its services operational.
Structured crisis management team closely monitors issues on a dailybasis and responds effectively to any and all challenges. The Company has significantlyfocused on digital empowerment of employees to facilitate effective work from home.
The Company has taken appropriate measures to ensure requisiteliquidity and there is no significant concern.
During the year under review the Company has declared and paid anInterim Dividend of Rs3 per equity share (150%) on the paid-up capital of the Company forthe Financial Year ended March 312020.
In view of outlay on account of Interim Dividend the Board recommendedthat the Interim Dividend declared on March 16 2020 shall be treated as the FinalDividend on the equity shares of the Company for the Financial Year ended March 31 2020.
The dividend payout is in accordance with the Company's DividendDistribution Policy. In accordance with Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (the "Listing Regulations") the'Dividend Distribution Policy' has been hosted on the Company's websitehttps://www.allcarqoloqistics.com/ investors/investorservices/corporatepolicies is annexedas Annexure-1.
The revenue from operations for FY2019-20 increased from
' 689486 lakhs to Rs734624 lakhs an increase of 7% over theprevious year. The increase in revenue was mainly on account of increase in revenue fromMTO division and better utilization of crane.
The Earnings before Interest Depreciation Tax and Amortisation("EBIDTA") stood at Rs54472 lakhs an increase of 13% as compared to Rs48233lakhs earned in the previous year. The Profit for the year attributable to the Members andnon-controlling interest was Rs23434 lakhs an decrease by 5% as compared to Rs24784lakhs of the previous year.
The Cash flows from operations were positive Rs26259 lakhs (as atMarch 31 2019 Rs32443 lakhs). Spend on capex was Rs69170 lakhs. The borrowing of theCompany
as at March 312020 stood at Rs139791 lakhs (as at March 312019'59825lakhs). Cash and bank balances including investment in mutual funds stood at Rs31501lakhs (as at March 31 2019 Rs26575 lakhs).The Net Debt to Equity stood at 0.53 times (asat March 31 2019 0.16 times).
The revenue from operations for FY2019-20 increased from Rs152822lakhs to Rs161931 lakhs an increase of 6% over the previous year EBIDTA stood atRs29070 lakhs a decrease of 21% as compared to Rs36674 lakhs earned in the previousyear.
The Profit after taxes was Rs21975 lakhs a decrease by 0. 34% ascompared to Rs22050 lakhs of the previous year.
The Cash flows from operations were positive Rs20740 lakhs (as atMarch 31 2019 '15431 lakhs). Spend on capex was Rs13808 lakhs. The borrowing of theCompany as at March 312020 stood at Rs95053 lakhs (as at March 312019'47893lakhs). Cash and bank balances including investment in mutual funds stood at Rs5340 lakhs(as at March 31 2019 Rs3536 lakhs). The Net Debt to Equity stood at 0.61 times (as atMarch 31 2019 0.33 times).
The Company operates mainly into four segments
1. e. (i) Multimodal Transport Operations; (ii) Container FreightStations/Inland Container Depots (iii) Project and Engineering Solutions and (iv)Logistics Park.
The Company is carrying out Contract Logistics business through itsjoint venture i.e. Avvashya CCI Logistics Private Limited.
Multimodal Transport operations (MTo)
The Company operates in MTO business segment including Non VesselOwning Common Carrier ("NVOCC") operations
related to Less than Container Load consolidation and Full ContainerLoad forwarding activities. Our NVOCC services are built on the strength of our nationwideand global reach with 300+ offices in 160+ countries. With our global network we serveover 2400 global tradelanes including over 300 tradelanes that connect India connectingbusiness across the world.
A quarter century of global expertise and experience has evolved usinto the world leader in LCL consolidation and India's leading integrated logisticssolutions provider offering one-stop-solutions that empower businesses in India andacross the world. Our global network local insights and operational excellence gives theedge and peace of mind that our customers experience only the World LCL Leader.
Our NVOCC services gives the benefit of LCL FCL and Air Freightservices backed by first and last mile delivery having the convenience of dealing withjust one partner for end-to-end needs of our customers. Latest processes state-of-the-artsystems and experienced workforce ensure highest standards of multimodal services. Withvalue added services like inland trucking service and warehousing capabilities we ensurecomplete transit with safety. We have successfully eliminated transit time by addingdirect lines within the network.
Our technology is designed to add to Customer's efficiency reliabilityand convenience. Adopting the latest tech-tools further adds to our operational andfunctional efficiencies and brings greater agility and transparency in our serviceofferings. ECU360 our in-house developed state-of-the-art platform enables Customers toeffortlessly manage their shipments with real-time information on their fingertips.
Container Freight Stations (CFS)/ Inland ContainerDepots (ICD)
The CFS/ICD segment caters to the handling of Import/ Export cargoCustoms clearance Warehousing and other related ancillary services.
The CFS/ICD facilities are strategically located near the major portsand the Indian hinterland supporting the EXIM trade since many years. The Company hasstrategically created its presence in CFS at key Container Terminals of the country viz.JNPT- Mumbai Chennai Mundra and Kolkata which drives around 80% of India's containertraffic.
The facilities are geared with the latest state-of-the-art technologyand backed by experienced team who are equipped and trained to handle all import andexport shipment requirements. Developing Green facilities like kitchen gardening STPtank solar generator system and rainwater harvesting are some of the initiatives that theCompany has undertaken towards a sustainable and environmentally conscious business model.The Company operates its business model with unique synergies between its MTO Contractlogistics and CFS segments.
The Company has been diversifying its product portfolio to facilitateall of the customer's logistics needs under one roof and continuously exploring servicesthat can synergize well with the existing set of services enabled by technology and costcompetitiveness across all products there by offering Value added services.
While doing this we continuously strive hard to operate all ourfacilities in complete safe and secure environment. During the COVID-19 pandemic we haveprovided the mask sanitizers created special place for social distancing in all ourfacilities across India. We have also taken special care of customers for handlingdocuments digitally.
The future of this industry is taking a shift towards Logistics Parkwhich is a freight-handling facility comprising
mechanized warehouses specialized storage solutions and facilities formechanized material handling. The Company plans to move to the next level of growth bybuilding a string of logistics parks across India by capitalizing on its deep and strongcustomer relations and its vast experience in CFS business combining it with scope tohandle domestic and product specific cargo. In lieu of this the Company is developinglogistics parks in Jhajjar Haryana over a span of 180 acres of land and further isdeveloping its land bank of more than 200 acres in Hyderabad and Bengaluru with anadditional land bank in Nagpur.
Project and Engineering Solutions (P&E)
The economic impact of the 2020 coronavirus pandemic in India has beenlargely disruptive. Major companies
in India have temporarily suspended or significantly reducedoperations. Young startups have been impacted as funding has fallen. Further due to thedeparture of labour and stringent social distancing policy the speed of manufacturing hasalso been impacted causing the drag on production and connected logistics activities.
On May 12 2020 the Government of India announced an overall economicpackage worth Rs20 lakh crore (US$280 billion) i.e. 10% of India's GDP with emphasis onIndia as
a self-reliant nation. The Government has continued its focus onaffordable housing micro-irrigation solid waste management sports complexesexhibition and cultural centres which indicates the Government's serious intent forinfra building across sectors. In the post COVID situation for employment generation thefederal investment shall continue and the Roads & Highways sector will remain the maingrowth driver for the infrastructure industry followed by Metros Irrigation and Ports.
With Government extensive focus on Infrastructure development withcommitted investment of US $1.4 Trillion investment in National Infrastructure Pipeline inanother 05 years and doing away with the upper cap on Renewable Auctions there will beample opportunities for growth in the Long term for Equipment Rental in India. In the lastfew years construction equipment witnessed record sales due to high demand fromGovernment-led projects such as Pradhanmantri Gram Sadak Yojana Housing for All SmartCity Project etc.
Due to COVID-19 Concerns growth would be muted for the short termhowever the Company expect quick recovery post Q1FY20-21. Crane Rental market would seeconsolidation and further standardization and optimization. Key players would be sharingresources and more focus would be given to Safety Manpower training Virtual Working.
In continuation of the Company's effort towards expansion beyond theIndian shore the Company has consolidated its order position in neighbouring countries.Apart from that the Company has made inroad in East Africa geography and select countriesin West Africa. Due to the short-term impact of COVID-19 the Company expects drag oninfra spending in short-cycle though it seems to have a limited impact on
committed infra projects in Oil & Gas Metro Grid Upgrade andrefinery sector. The Company foresees continued engagement in these sectors with committedInfrastructure spends and financial closures with a continued focus on Africa and theFar-east market. With the ongoing plan of sale of its older equipment assets and morefocus on the asset-light business model the division is optimistic of keeping its assetutilization to over 70 percent. The division has a healthy order book and foresees them togrow in the coming months.
In summation it does not seem a long term impact for the divisionbeyond Q3FY20-21 by when the market will stabilize and core sectors will get back toNormal.
Logistics Park (LP)
The Company has set up state-of-the-art strategically located logisticsparks across India and is looking to expand its footprint further.
With a nationwide warehousing footprint of about 6 million sq. ft. by2021 through strong connectivity to industrial hubs and transport routes. Focus on assetlight strategy by moving assets to SPVs with planned stake dilution. Developing existingland bank mapped to the current demand foreseen in Grade A warehouse.
The Company is in a great spot to get economies of a scale. Consumptiondrive and infrastructure development would boost multi modal logistics parks withcapability of serving all types of cargo. Logistics parks would have to providewarehousing contract logistics and first and last mile connectivity.
The Company has 6 million sq. ft. of developed Grade-A
logistics parks that are developed or under development across theDelhi-NCR Bengaluru Hyderabad Ahmedabad Pune JNPT in Mumbai Hosur and Goa and arein an advanced stage of development and has additional 3 million sq. ft. in the pipelinefor further development.
About 80 per cent of its warehousing portfolio is pre-leased of whichclose to 2.5 million sq. ft. are occupied.
Contract Logistics through Avvashya CCI LogisticsPrivate Limited (ACCI")
Contract logistics is one of the fastest growing subsectors oflogistics in India and the Company expanded and strengthened its presence in this segmentthrough its joint venture Avvashya CCI Logistics Private Limited.
Currently ACCI manages 5 million plus sq. ft. of warehousing space at47 locations with significant presence in major consumption centres across India. Out ofwhich 1.5 million sq. ft. for auto segment 2.5 million sq. ft. for chemical segment andaround 1.0 million sq. ft. for e-commerce segment have been utilized. ACCI is furtherconsolidating its position by increasing its warehouse footprints over 1.5 million sq. ft.in next financial year through built-to-suit warehouse infrastructure. ACCI is also makingadequate investment in storage technology like orbiter system put to light system
and sorter system. Further investments are also made in state-of-artwarehouse management system (WMS).
ACCI is one of the predominant players in this segment managingactivities for key clients in Chemical Auto and Engineering Pharma Retail &Fashion E-commerce and Consumer Sector. ACCI is looking at doubling its footprint andspread in next 2 years across the verticals and geography and engaging mega warehousessites across the major growth market in India.
Detailed information on the Business overview segment wiseperformance outlook and state of the affairs of the Company is provided in the'Management Discussion and Analysis Report' as required under Regulation 34 of the ListingRegulations which forms part of the Annual Report.
STATE OF COMPANY AFFAIRS
Acquisition of substantial equity stake and control in Gati Limited anexpress logistics entity
The Company has entered into Share Purchase Agreement ("SPA")with some of the existing Promoter and Promoter Group of Gati Limited ("Gati")viz. Mr Mahendra Kumar Agarwal Mahendra Investment Advisors Private Limited TCI FinanceLimited and Gati for acquisition of substantial stake in Gati and further executed ShareSubscription Agreement ("SHA") with Gati for infusion of capital by subscribingto its preferential issue.
Pursuant to above SPA and SHA the Company has made Open Offer foracquisition 31742615 fully paid-
up equity shares having a face value of Rs2/- each at a price of Rs75/-per equity share representing 26% of the Expanded Voting Share Capital of Gati by makingpublic announcement dated December 5 2019 detailed public statement dated December 122019 draft Letter of Offer dated December 17 2019 and Letter of Offer dated March 22020 in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers)Regulations 2011 as amended from time to time and completely acquired upto 26% stake inGati.
Further the Company has acquired 10.93% equity stake in Gati bysubscribing to preferential issue of Gati pursuant to SHA. It has directly bought 5.16%stake from the Gati promoters pursuant to SPA and also acquired another 4.74% stakethrough market purchases.
In aggregate the Company has acquired substantial equity stake 46.86%thereby gained control in Gati and inducted its two Directors on the Board of Gati.
Business Transfer Agreements for transfer ofwarehouses to the wholly owned subsidiaries of the Company
During the under review the Company undertook a restructuring of itswarehousing undertakings and has executed and completed Business Transfer Agreements withthe following wholly owned subsidiaries ("WOS") of the Company and transferredthe respective undertaking including transfer of warehouses and other assets of
Logistics Park Business as a 'going concern' on slump sale basis:
Allcargo Logistics & Industrial Park Private Limited
Madanahatti Logistics and Industrial Parks Private Limited
Malur Logistics and Industrial Parks Private Limited
Venkatapura Logistics and Industrial Parks Private Limited
Sale of majority equity stake in certainsubsidiaries to Blackstone
During the year under review the Company has executed definitivetransaction documents with BRE Asia Urban Holdings Ltd an entity controlled by fundsmanaged or advised by affiliates of The Blackstone Group Inc. ("Blackstone")which is a globally renowned real estate private equity investor for transfer of a partof the warehousing business of the Company. Pursuant to the transaction documentsBlackstone has agreed to make an investment in the company's subsidiaries through acombination of equity and debentures upto Rs380 crores ("Transaction"). Thepartnership between Blackstone and the Company proposes to make further investment in thefuture to develop industrial and logistics parks across certain key markets of India.
The Transaction is expected to conclude in a phase wise manner over thenext 12 months subject to satisfaction of customary closing conditions and achievement ofcertain milestones as prescribed in the transaction documents executed by and amongBlackstone the Company and certain subsidiaries of the Company for carrying out thebusiness of warehousing. Post conclusion of the Transaction the Company will cease tohave sole control over certain subsidiaries engaged in the warehousing business and willretain a minority stake in such subsidiaries.
Pursuant to above and upon receipt of respective amount during theyear the Company has divested 90% stake in Allcargo Logistics & Industrial ParkPrivate Limited and Madanahatti Logistics and Industrial Parks Private Limited the whollyowned subsidiaries engaged in the development and operations of the warehousing businessto the Blackstone Group.
Scheme of Amalgamation (Merger by Absorption) between Allcargo shippingco. pvt. Ltd wholly owned subsidiary and the company
Hon'ble National Company Law Tribunal Mumbai Bench
vide its order dated September 27 2019 has approved the Scheme ofAmalgamation (Merger by Absorption) between Allcargo Shipping Co. Private Limited (awholly owned subsidiary of the Company) and the Company under Sections 230 to 232 of theAct which became effective from November 5 2019. Pursuant to said order all the assetsand liabilities of Allcargo Shipping Co. Private Limited became assets and liabilities ofthe Company with effect from appointed date i.e. April 12018.
scheme of Amalgamation (Merger by Absorption) between Hindustan cargoLimited wholly owned subsidiary and the company
The Company has approved the Scheme of Amalgamation (Merger byAbsorption) under Sections 230 to 232 of the Companies Act 2013 between Hindustan CargoLimited (a wholly owned subsidiary of the Company) and the Company and their respectiveshareholders subject to the approval of the National Company Law Tribunal and otherrequisite approvals.
changes in the nature of business if
The Company continued to provide integrated logistics services to itscustomers and hence there was no change in the nature of business or operations of theCompany which impacted the financial position of the Company during the year under review.
material changes and commitments affecting financial position of thecompany
There are no material changes and commitments affecting the financialposition of the Company subsequent to close of FY2019-20 till the date of this Report.
significant and material orders passed by the regulators or courts ortribunals
During the year under review no significant and material orders havebeen passed by any Regulators or Courts or Tribunals which would impact going concernstatus of the Company and its future operations.
The Company continues to have credit rating which denotes high degreeof safety regarding timely servicing of financial obligation. The Company has received thefollowing credit ratings for its long term and short term Bank Loan facilities CommercialPapers and proposed Non-Convertible Debentures from various rating agencies:
During the year under review there is no change in the IssuedSubscribed and Paid-up Share Capital of the Company. However Authorised Share Capital hasbeen changed on account of amalgamation of Allcargo Shipping Co. Private Limited a whollyowned subsidiary with the Company.
As at March 31 2020 the Authorised Share Capital of the Company isRs605000000/- divided into 275225000 Equity Shares of Rs2/- each and 500 4%Cumulative Redeemable Preference Shares of '100/- each and 545000 Preference Shares of'100/- each.
Further Issued Subscribed and Paid-up Share Capital of the Company asat March 312020 is Rs491391048/- divided into 245695524 equity shares of Rs2/- each.
During the year under review the Company issued 11.25% 1600 SeniorRated Secured Listed Redeemable Non-Convertible Debentures ("NCDs") of facevalue of Rs1000000 per NCD aggregating to '160 crores on private placement basis for atenure of three years. These NCDs are listed on Debt Segment of BSE Ltd ("BSE").Since the Company has sufficient funds available it has made prepayment on June 1 12020 towards full redemption of NCDs in terms of provisions of Debenture Trust Deed anddelisted from Debt Segment of BSE.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India ("SEBI").
A separate section on the Corporate Governance together with requisitecertificate obtained from the Practicing Company Secretary confirming compliance with theprovisions of Corporate Governance as stipulated in Regulation 34 read along with ScheduleV of the Listing Regulations is included in the Annual Report.
BOARD OF DIRECTORS
Number of meetings of the Board of Directors
During the year under review 7 (seven) Board Meetings were convenedand held the details of which are provided in the 'Corporate Governance Report'.
The details of the composition of the Committees meetings heldattendance of Committee members at such meetings and other relevant details are providedin the 'Corporate Governance Report'.
Recommendation of Audit Committee
During the year under review there were no instances of non-acceptanceof any recommendation of the Audit Committee of the Company by the Board of Directors.
Based on the recommendation of the Nomination and RemunerationCommittee ("NRC") and in accordance with provisions of the Act and the ListingRegulations Ms Cynthia Dsouza (DIN: 00420046) was appointed as an AdditionalNon-Executive Independent Woman Director of the Company for a tenure of 2 years witheffect from June 30 2020. In accordance with Section 161 of the Act Ms Cynthia holdsoffice upto the date of the ensuing AGM and a notice under Section 160(1) of the Act hasbeen received from a Member signifying the intention to propose her appointment asDirector.
In accordance with the Section 152 of the Act and the Articles ofAssociation of the Company Mr Adarsh Hegde (DIN: 00035040) Director of the Companyretires by rotation at ensuing AGM and being eligible offers himself for re-appointment.
Attention of the Members is invited to the relevant items in the Noticeof the 27th AGM and the explanatory statement thereto.
Mr Hari L Mundra (DIN: 00287029) and Ms Malini Thadani (DIN: 01516555)resigned as Independent Directors from the Board of the Company with effect from April 12020 and April 3 2020 respectively.
Mr Kaiwan Kalyaniwalla (DIN:00060776) has resigned as Non ExecutiveDirector of the Company w.e.f. June 30 2020.
Mr Mundra and Ms Thadani Independent Directors of the Company haveconfirmed that there were no other material reason for their resignations from the Boardother than the reasons as mentioned in their resignation letters respectively.
The Board of Directors places on record its deep appreciation for theiroutstanding contribution and wishes them well in their future engagements.
Declaration from independent Directors
The Company has received declarations from all Independent Directorsconfirming that they meet the criteria of
independence as prescribed under Section 149(6) and (7) of the Act andRegulations 16 and 25 of the Listing Regulations. There has been no change in thecircumstances affecting their status as Independent Directors of the Company.
The Company has received confirmation from the Independent Directorsregarding their registration in the Independent Directors databank maintained by theIndian Institute of Corporate Affairs.
Pursuant to Sections 134 and 178 of the Act and Regulations 17 and 19of the Listing Regulations NRC has set the criteria for performance evaluation of theBoard its Committees individual Directors including the Chairman of the Company and thesame are given in detail in the 'Corporate Governance Report'.
Based on the criteria set by NRC the Board has carried out annualevaluation of its own performance its Committees and individual Directors for FY2019-20.The questionnaires on performance evaluation were prepared in line with the Guidance Noteon Board Evaluation dated January 5 2017 issued by SEBI. An online platform has beenprovided to each Director for their feedback and evaluation.
The parameters for performance evaluation of Board includes the rolesand responsibilities of the Board timeliness for circulating the board papers contentand the quality of information provided to the Board attention to the Company's long termstrategic issues risk management overseeing and guiding major plans of actionacquisitions etc.
The performance of the Board and individual Director was evaluated bythe Board seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee members. NRC reviewed theperformance of individual Director and separate meeting of the Independent Directors wasalso held to review the performance of Non-Independent Directors performance of the Boardas a whole and performance of the Chairman of the Company taking into account the views ofJoint Managing Director and NonExecutive Directors. Thereafter at the Board meeting theperformance of the Board its Committees and individual Directors was discussed anddeliberated. The Board of Directors expressed their satisfaction towards the processfollowed by the Company for evaluating the performance of the Directors Board and itsCommittees.
KEY MANAGERIAL PERSONNEL
During the year under review the following changes have been takenplace in the Key Managerial Personnel ("KMP") of the Company:
1. Mr Suryanarayanan Sivaramakrishnan had been redesignated as ChiefTransformation Officer (CEO- Transformation) and KMP of the Company from
Executive Director- Strategy & Finance of the Company (not being aDirector on the Board) with effect from November 08 2019 and has ceased to be CEO-Transformation and KMP of the Company with effect from February 29 2020.
2. Mr Sheetal Gulati has been appointed as Group Chief FinancialOfficer and KMP of the Company with effect from November 08 2019.
As at March 31 2020 the following are the KMP of the Company:
- Mr Shashi Kiran Shetty Chairman and Managing Director;
- Mr Adarsh Hegde Joint Managing Director;
- Mr Sheetal Gulati Group Chief Financial Officer;
- Mr Prakash Tulsiani CEO-CFS-ICD;
- Capt Sandeep R Anand CEO-Project & Engineering Solutions;
- Mr Deepal Shah Chief Financial Officer; and
- Mr Devanand Mojidra Company Secretary
NRC has framed a policy on Directors KMP and other Senior ManagementPersonnel appointment and remuneration including criteria for determining qualificationspositive attributes independence of a Director and other related matters in accordancewith Section 178 of the Act and the Rules framed thereunder and Regulation 19 of theListing Regulations. The criteria as aforesaid is given in the 'Corporate GovernanceReport'. The Remuneration Policy of the Company is annexed as Annexure-2.
WHISTLE BLOWER pOLIcY/VIGIL MEcHANisM
The Company has adopted a Whistle Blower Policy and established thenecessary Vigil Mechanism which is in line with the Regulation 22 of the ListingRegulations and Section 177 of the Act. Pursuant to the Policy the Whistle Blower canraise concerns relating to Reportable Matters (as defined in the Policy) such as unethicalbehavior breach of Code of Conduct or Ethics Policy actual or suspected fraud any othermalpractice impropriety or wrongdoings illegality noncompliance of legal and regulatoryrequirements retaliation against the Directors & Employees and instances of leakageof/suspected leakage of Unpublished Price Sensitive Information of the Company etc.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances to the Audit Committee and provides for adequatesafeguards against victimization of Whistle Blower who avail of such mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The Audit Committee oversees the functioning of the same. The WhistleBlower Policy is hosted on the Company's websitehttps://www.allcarqoloqistics.com/investors/ investorservices/corporatepolicies.
During the year under review the Company has not received anycomplaint through Vigil Mechanism. It is affirmed that no personnel of the Company hasbeen denied access to the Audit Committee.
RISK MANAGEMENT POLICY
The Company is engaged in providing integrated logistics businesssolutions for National and International Trade Warehousing Transportation and handlingof all kinds of Cargo running ICD CFS and Shipping Agents. Thus
the Company is prone to inherent business risks like any otherorganisation. With the objective to identify evaluate monitor control manage minimizeand mitigate identifiable business risks the Board of Directors have formulated andimplemented a Risk Management Policy.
The Company has adopted ISO 31000 framework for risk
management. Under the guidance of the Board the Chief Assurance andRisk Executive facilitates dedicated risk workshops for each business vertical and keysupport functions wherein risks are identified assessed analysed and accepted/mitigatedto an acceptable level within the risk appetite of the organization. The risk registersare also maintained and reviewed from time to time for risk mitigation plans and changesin risk weightage if any. The Audit Committee monitors risk management activities of eachbusiness vertical and key support functions. Fraud Risk Assessment is also part of overallrisk assessment. In the Audit Committee meeting Chief Assurance and Risk Executive makethe presentation on risk assessment and minimization procedures.
The purpose of risk management is to achieve sustainable businessgrowth protect the Company's assets safeguard shareholders investments ensurecompliance with applicable laws and regulations and avoid major surprises of risks. ThePolicy is intended to ensure that an effective risk management framework is establishedand implemented within the Company.
Risk Management Committee met once on March 18 2020 during the yearunder review.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
The Board has laid down Internal Financial Controls and believes thatthe same are commensurate with the nature and size of its business. Based on the frameworkof internal financial controls work performed by the internal statutory and externalconsultants including audit of internal financial controls over financial reporting bythe Statutory Auditors and the reviews performed by the Management and the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during FY2019-20 for ensuring the orderly and efficient conduct ofits business
including adherence to the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial disclosures.
MANAGEMENT DISCUSSION AND ANALYSIS REpORT
Management Discussion and Analysis Report on the business outlook andperformance review for the year ended March 31 2020 as stipulated in Regulation 34 readwith Schedule V of the Listing Regulations is available as a separate section which formspart of the Annual Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations the BusinessResponsibility initiatives taken on environmental social and governance perspective inthe prescribed format is available as a separate section of the Annual Report.
corporate social responsibility
The brief outline of the Corporate Social Responsibility("CSR") Policy of the Company and initiatives undertaken by the Company on CSRactivities during the year are set out in Annexure-3 of this Report in the formatprescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014. TheCSR Policy is hosted on the Company's website https://www.allcargologistics.com/investors/investorservices/corporatepolicies.
consolidated FINANCIAL STATEMENTS
A statement containing the salient features of the Financial Statementsincluding the performance and financial position of each Subsidiaries Joint Ventures andAssociate Companies as per the provisions of the Act is provided in the prescribed FormAOC-1 which is annexed as Annexure -4.
Pursuant to Section 1 29 of the Act and Regulation 33 of the ListingRegulations the attached Consolidated Financial Statements of the Company and all itsSubsidiaries Joint Ventures and Associate Companies have been prepared in accordance withthe applicable Ind AS provisions.
The Company will make available the said Financial Statements andrelated detailed information of the subsidiary companies upon the request by any Member ofthe Company. These Financial Statements will also be kept open for inspection by theMembers at the Registered Office of the Company during business hours on working days upto the date of the ensuing AGM.
Pursuant to the provisions of Section 136 of the Act the AuditedStandalone and Consolidated Financial Statements of the Company along with relevantdocuments and separate accounts in respect of subsidiaries are available on the website ofthe Company.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES
During the year under review the following companies have become orceased to be Subsidiaries Joint Ventures and/or Associates of the Company:
WOS-Wholly owned subsidiary
Allcargo Shipping Co. Private Limited WOS has been merged with theCompany pursuant to the Scheme of Amalgamation (Merger by Absorption) w.e.f. November 052019.
Allcargo Logistics & Industrial Park Private Limited andMadanahatti Logistics and Industrial Parks Private Limited ceased to be WOS w.e.f.February 12 2020 pursuant to the Business Transfer Agreement executed with BRE Asia UrbanHolding Ltd. by transferring 90% holding.
During FY2020-21 the Company has acquired majority stake of 46.86% inGati Limited.
Ecu-Line Switzerland GmbH is under the process of liquidation.
The Policy for determining Material Subsidiary as approved by theBoard from time to time is hosted on the Company's websitehttps://www.allcarqoloqistics.com/investors/ investorservices/corporatepolicies
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES
All related party transactions/contracts/arrangements that were enteredinto by the Company during the year under review were on an arm's length basis and in theordinary course of business except as mentioned under Form AOC-2 and were in compliancewith the applicable provisions of the Act and the Listing Regulations. There are nomaterial significant related party transactions entered into by the Company with itsPromoters Directors KMP or Senior Management Personnel which may have a potentialconflict with the interest of the Company at large.
Certain transactions with the wholly owned subsidiaries relatedparties are disclosed under Form AOC-2 which is annexed as Annexure-5.
All related party transactions were placed before the Audit Committeefor its approval and review on quarterly basis. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are foreseen and of a repetitive nature.The transactions entered into with related parties are certified by the Management and theIndependent Chartered Accountants stating that the same are in the ordinary course ofbusiness and at arm's length basis.
The Policy on materiality of Related Party Transactions
and also on dealing with Related Party Transactions as approved by theBoard from time to time is hosted on the Company's websitehttps://www.allcargologistics.com/ investors/investorservices/corporatepolicies
The details of related party transactions that were entered duringFY2019-20 are given in the notes to the Financial Statements as per Ind AS 24 which formspart of the Annual Report.
PARTICULARS OF LOANS GUARANTEES SECURITIES ANDINVESTMENTS
The Company is engaged in the business of providing
integrated logistics services which falls under the infrastructuralfacilities as categorized under Schedule VI of the Act. Hence the provisions of Section186 of the Act are not applicable to the Company to the extent of loans given guaranteesor securities provided or any investment made. However as a good governance practice ofthe Company the details of loans given guarantees and securities provided are annexed asAnnexure-6. Details of investments made are provided in the Notes to the FinancialStatements.
Statutory Auditors and their Report
M/s S R Batliboi & Associates LLP Chartered Accountants("SRBA") hold office upto the conclusion of the ensuing AGM of the Company.
SRBA have under Sections 139 and 141 of the Act and Rules framedthereunder confirmed that they are not disqualified from being re-appointed as StatutoryAuditors of the Company for a second term and have stated their willingness for theirre-appointment as the Statutory Auditor of the Company. They have also furnished a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia as required under Regulation 33 of the Listing Regulations.
Accordingly the Audit Committee and the Board recommended forreappointment of SRBA as the Statutory Auditor of the Company to hold office for a secondterm from the conclusion of ensuing AGM till the conclusion of the 32nd AGM ofthe Company.
Further the report of the Statutory Auditors along with the notes onthe Financial statements is enclosed to this Report. Auditors Report do not contain anyqualifications reservation adverse remarks observations or disclaimer on StandaloneAudited Financial Statement for the year ended March 31 2020. However Auditors Report onConsolidated Audited Financial Statements for the year ended March 31 2020 contain anmodified opinion for non-consolidation of share of profits from one associate GatiLimited. The Company has not accounted share of profit/loss and cash flows in respect ofGati Limited ("Gati") as it has not received audited financial statement of Gatifor the last two month period of FY2019-
20 at the time of approval of audited financial statement of theCompany. The management believes that there would not have been any material effect ofnon-consolidation of share of profit/loss of Gati on the financial performance of theGroup.
The other observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or Board underSection 143(12) of the Act and Rules framed thereunder.
Pursuant to Section 204 of the Act and Rules framed thereunder theCompany has appointed M/s Parikh & Associates Company Secretaries in practice toundertake the Secretarial Audit of the Company for FY2019-20. The Report of SecretarialAuditor in Form MR-3 for FY2019-20 is annexed as Annexure-7.
The Company has also obtained Secretarial Compliance Report forFY2019-20 from M/s Parikh & Associates Company Secretaries in practice in relation tocompliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunderpursuant to the Regulation 24A of the Listing Regulations.
The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer. No instance of fraud has been reported by theAuditors.
compliance of Secretarial Standards
The Company is in compliance with all mandatory applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
particulars of employees
The details of employees remuneration as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-8.
The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
forms part of this Report. Further in terms of Section 136 of the Actthe Annual Report and the Audited Financial Statements are being sent to the Members andothers entitled thereto excluding the aforesaid statement. The said statement isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days up to the date of the ensuing AGM.
If any Member is interested in obtaining a copy thereof such Membermay write to the Company Secretary in this regard.
None of the employees who are posted and working in a country outsideIndia not being Directors or their relatives draw remuneration more than the limitsprescribed under Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
During the year under review none of Directors of the Company hasreceived any remuneration from the Subsidiary Companies.
SAFETY HEALTH AND ENVIRONMENT
The Company is committed towards bringing safety and environmentawareness among its employees. It also believes in safety and health enrichment of itsemployees and committed to provide a healthy and safe workplace for all its employees.Successfully managing Health and Safety risks is an essential component of our businessstrategy. The Company has identified Health and Safety risk arising from its activitiesand has put proper systems processes and controls mechanism to mitigate them.
The Company has been taking various initiatives and participating inprograms of safety and welfare measures to protect its employees equipments and otherassets from any possible loss and/or damages.
The Project and Equipments division of the Company has successfullyrenewed its OHSAS 18001:2007 Standards Certification as well as Lifting EquipmentEngineers Association ("LEEA") Certification. It is a testimony that the Companyis maintaining very high safety standards as well as ensures the use of quality equipmentsand follows the best Health and Safety practices as per LEEA standards.
The following safety measures are taken at various locations:
- Fire and Safety drills are conducted for all employees and securitypersonnel and all Fire hydrants are monitored strictly as the preparedness for emergency.
- Safety Awareness Campaign Safety week Environment day isheld/celebrated at major locations to improve the awareness of employees.
- Each equipment is put through comprehensive Quality Audit and Testingto ensure strong compliance to Maintenance Safety and Reliability aspects as per thespecifications by various Original Equipments Manufacturer. All equipments are mandatorilyensured with PUC. Fitness certificates are issued based on the compliance of the safetynorms.
- Regular training/skills to staff and contractors to inculcateimportance of safety amongst them. Further handling of Hazardous Material training andTerrorist Threat Awareness Training are provided to all CFS employees.
- Created checks and awareness among drivers about negatives of alcoholand drug consumptions and impact on their families.
- Accident prone routes identified and supervisors allocated to havecontrol over the vehicle movement.
- OHSAS audits and Fire and Safety audits are conducted by competentagencies at regular intervals.
- Fortnightly visit by Doctors to office for medical counseling ofemployees. Further Medical Health check-up of all employees are conducted at regularintervals.
- CCTV and Safety alarms are installed at major locations.
- Green initiatives are taken at various locations to protect theenvironment.
INFORMATION TECHNOLOGY (IT)
In line with Company's vision & mission and guiding principles
as outlined by the Chairman of the Company to "Adapt tech toolsproactively to our advantage" various initiatives are been undertaken by therespective departments of the Company.
The Company is ensuring a financial transformation process by phasingout legacy systems and implementing new ERPs like D365 which will be in sync with thescale of our growth of the Company. The Company is in the process of HR digitaltransformation which will roll out a cloud based solution taking care of hire to retirephase. The Company is investing in processes to streamline operations improve customerservice and efficiency so that technology acts as an enabler in the process of catapultingto next level.
The Project and Engineering division has a Google maps enabled trackand trace mechanism for the vehicles. It helps the operations team to determine theposition of fleet resulting in minimization of asset idling time and maximizing manpowerutilization and ensures transparency.
The Container Freight Station division is implementing cutting edge-pricing and container tracking tool which shall increase transparency of containerpositioning and improve customer satisfaction. Massive CRM transformation is beingundertaken so as to understand the customers in a better way and channelize our salesforce as per the customer segmentation for improved customer service.
The Warehousing division is in the process of implementing a niche WMSsolution which will ensure smooth operations for our e-commerce customers and will help ininventory management as per the standards set by the customers.
MTO vertical which is in the midst of 'uberization storm' of containersis rightly placed and is using technology to reach out to customers by presenting severaltools for booking quoting and tracking via ECU360 portal. The operational efficiency ofthe system is multiplied manifold owing to implementation of unified software TOPAZacross different countries.
The Company is looking at implementing a data analytics excellence totake advantage of the data and churn it into valuable insights. Use of new age tools likeMachine Learning and Robotic process automation too are being explored with great delightby the tech-hungry leadership and will soon be re-defining the way the business andoperations will be looked at. The Company is literally negotiating the cusp oftechnological wave and will stand out clearly a leader very soon.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act andRules framed thereunder is annexed as Annexure-9.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
(prevention prohibition and REDREssAL) act 2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. The Complaints Committee redresses the complaintreceived regarding sexual harassment of women at workplace. All employees (permanentcontractual temporary trainees) are covered under this Policy.
During the year under review no complaints of sexual harassment werereceived and 2 (two) Awareness Program about Sexual Harassment Policy were conducted andheld at workplace.
The Company has submitted its Annual Report on the cases of sexualharassment at workplace to District Officer Mumbai pursuant to Section 21 of theaforesaid Act and Rules framed thereunder.
EXTRACT OF ANN UAL RETURN
Pursuant to Section 92(3) of the Act and Rules framed thereunder anextract of the Annual Return in Form MGT-9 is annexed as Annexure-10.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act theBoard to the best of their knowledge and ability confirm that -
a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2020 andof the profit for that period;
c) they 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
The Directors wish to place on record their appreciation for thecontinued co-operation and support extended to the Company by government authoritiescustomers vendors regulators banks financial institutions rating agencies stockexchanges depositories auditors legal advisors consultants business associatesmembers and other stakeholders during the year. The Directors also convey theirappreciation to employees at all levels for their contribution dedicated services andconfidence in the management.
For and on behalf of the Board of Directors of