The Member of Allcargo Logistics Limited
The Directors present their Twenty-Ninth Annual Report along with the Audited FinancialStatements for the financial year ended March 31 2022.
(Rs in Lakhs)
|Particulars ||Consolidated ||Standalone |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Continuing Operation || || || || |
|Total Income ||2011441 ||1055345 ||367665 ||198538 |
|Total Expenses ||1900983 ||1030604 ||330447 ||178520 |
|Profit before share of profit from associates joint ventures exceptional items and tax ||110458 ||24741 ||37218 ||20018 |
|Share of profits from associates and joint ventures ||8120 ||1700 || |
|Profit before exceptional items and tax ||118578 ||26441 ||37218 ||20018 |
|Exceptional items ||6437 ||(10533) ||5411 ||(350) |
|Profit before tax after exceptional items ||125015 ||15908 ||42629 ||19668 |
|Tax expense || || || || |
|- Current tax ||32801 ||12677 ||10075 ||3668 |
|- Deferred tax ||(4246) ||(6280) ||(3964) ||(3001) |
|Profit after tax for the period from continuing operation ||96460 ||9511 ||36518 ||18892 |
|Discontinued Operation || || || || |
|Profit before tax for the period from discontinuing operation || |
|198 ||256 |
|Tax Expenses for the period for discontinued operation || |
|69 ||90 |
|Profit after tax for the period from discontinued operation || |
|129 ||167 |
|Profit / (loss) for the period from continuing and discontinuing operation || |
|36647 ||19149 |
|Other comprehensive income || |
|Items that will not be reclassified subsequently to Statement of Profit and Loss: || || || || |
|Re-measurement gain/(loss) on defined benefit plans ||(412) ||(400) ||(37) ||69 |
|Items that will be reclassified subsequently to Profit or Loss: || || || || |
|(i) Exchange gain on translation of foreign operations ||1126 ||1613 || |
|Income Tax effect ||250 ||(287) || |
|(ii) Hedge of net investments in foreign operations ||1002 ||(876) || |
|(iii) Cash flow hedge reserves || |
| ||1002 ||(876) |
|Income tax effect ||(318) ||306 ||(318) ||306 |
|Other comprehensive income for the year net of tax ||1648 ||356 ||648 ||(501) |
|Total comprehensive income for the year net of tax ||98108 ||9867 ||37295 ||18648 |
|Profit attributable to: || || || || |
|- Equity holders of the Parent ||92573 ||17290 ||36647 ||19149 |
|- Non-controlling interests ||3887 ||(7779) || |
|Other comprehensive income attributable to: || || || || |
|- Equity holders of the Parent ||1654 ||418 ||648 ||(501) |
|- Non-controlling interests ||(6) ||(62) || |
|Total comprehensive income attributable to: || || || || |
|- Equity holders of the Parent ||94227 ||17708 ||37295 ||18648 |
|- Non-controlling interests ||3881 ||(7841) || |
|Total comprehensive income attributable to owners of the equity at the beginning of the year ||176148 ||163340 ||109246 ||95520 |
|Total comprehensive income for the year ||94227 ||17708 ||37295 ||18640 |
|On account of business combination || |
|13 || |
|Non-Controlling interest acquired ||621 || |
|Others ||291 || |
|Less: Appropriation || || || || |
|Cash Dividend on equity shares ||(7373) ||(4914) ||(7373) ||(4914) |
|Tax on Dividend || |
|Total comprehensive income attributable to owners of the equity at the end of the year ||263914 ||176148 ||139167 ||109246 |
Pursuant to the provisions of the Companies Act 2013 (the "Act") theFinancial Statements of the Company have been prepared in accordance with the IndianAccounting Standards ("Ind AS") notified under the Companies (Indian AccountingStandards) (Amendment) Rules 2015 as amended from time to time.
IMPACT OF COVID-19 ON BUSINESS
The year started with gradually decline in reported cases however global and localtrade were once again impacted by second and repeated severe waves of COVID-19 variants.Pandemic spread over India America Africa and more recently China interrupted the paceof recovery which resulted volatility in volumes and realizations over the year. Reportedcases increased at a faster pace which led to an uncertain environment followed by variousforms of restrictions being implemented which eventually led to imposing lockdowns.
Despite challenges our company ensured continuous support to its customers whileensuring no compromise on service. The Company was quick to adopt and seamlessly operateon a hybrid culture work environment. As a custodians of our customers data the Companystepped up its IT security achieving ISO 27001 accreditation for all its group companies.Being the only auditable international standard that defines requirements of aninformation security management system (ISMS) the certification establishes seal ofapproval and quality check.
Further the Company also initiated vaccination drive at all its locations which notonly covered the employees but also their family members. #STAYSMART COVID guidelines wereactivated emphasizing safety regulations at home workplace and travelling. In addition tomandatory usage of mask sanitizers and temperature screening we implemented severalwell-being initiatives for our employees locally as well as globally including sessionson work life balance self-care and focus on mental and physical health. COVID assistanceteam proactively accelerated their exclusive tie ups with Isolation and Quarantinefacilities.
During the year under review the Company has declared and paid an Interim Dividend ofRs 3/- per equity share (150%) on the paid-up capital of the Company for the financialyear ended March 31 2022.
In view of outlay on account of Interim Dividend the Board recommended that theInterim Dividend declared on March 16 2022 shall be treated as the Final Dividend on theequity shares of the Company for the financial year ended March 31 2022.
The dividend payout is in accordance with the Company's Dividend Distribution Policy.In accordance with Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the "Listing Regulations") the 'DividendDistribution Policy' has been hosted on the Company's websitehttps://www.allcargologistics.com/investors/investorservices/ corporatepolicies.
TRANSFER TO RESERVE
During the year under review there was no amount transferred to any of the reserves bythe Company.
The revenue from operations for FY2021-22 increased from Rs 1049810 Lakhs to Rs2007207 Lakhs an increase of 91% over the previous year.
The Business Earnings before Interest Depreciation Tax and Amortization stood at Rs151564 Lakhs an increase of 139% as compared to Rs 63377 Lakhs earned in the previousyear.
The Profit for the year attributable to the Members and noncontrolling interest Rs96460 Lakhs an increase by 914% as compared to Rs 9511 Lakhs of the previous year.
Consolidated Cash Flow:
The Cash flows from operations post tax were positive Rs 85034 Lakhs (as at March 312021 Rs 32975 Lakhs). Spend on capex was Rs 26368 Lakhs. The borrowing of the Company asat March 31 2022 stood at Rs 184788 Lakhs (as at March 31 2021 Rs 175368 Lakhs).Cash and bank balances including investment in mutual funds stood at Rs 72107 Lakhs (asat March 31 2021 Rs 33798 Lakhs). The Net Debt to Equity stood at 0.32 times (as atMarch 31 2021 0.54 times).
The revenue from operations for FY2021-22 increased from Rs 180148 Lakhs to Rs343262 Lakhs an increase of 91% over the previous year.
The Business Earnings before Interest Depreciation Tax and Amortization stood at Rs26313 Lakhs an increase of 47% as compared to Rs 17897 Lakhs earned in the previousyear.
The Profit after taxes from continuing operations was Rs 36518 Lakhs an increase by92% as compared to Rs 18982 Lakhs of the previous year.
Standalone Cash Flow:
The Cash flows from operations were positive Rs 4071 Lakhs (as at March 31 2021 Rs17027 Lakhs). Spend on capex was Rs 1407 Lakhs. The borrowing of the Company as at March31 2022 stood at Rs 74284 Lakhs (as at March 31 2021 Rs 70930 Lakhs). Cash and bankbalances including investment in mutual funds stood at Rs 20474 Lakhs (as at March 312021 Rs 6381 Lakhs). The Net Debt to Equity stood at 0.28 times (as at March 31 20210.40 times).
The Company operates mainly into four segments i.e. (i) Multimodal Transport Operations(International Supply Chain); (ii) Container Freight Stations/Inland Container Depots;(iii) Project and Engineering Solutions and (iv) Logistics Park.
The Company is carrying out Contract Logistics business through its joint venture i.e.Avvashya CCI Logistics Private Limited and Express Logistics business through itsSubsidiary Company Gati Limited
Multimodal Transport Operations (MTO) (International Supply Chain)
The Company operates in MTO business segment including Non Vessel Owning Common Carrier("NVOCC") operations related to Less than Container Load ("LCL")consolidation and Full Container Load ("FCL") forwarding activities. Our NVOCCservices are built on the strength of our nationwide and global reach with 310+ offices in180+ countries. With our global network we serve over 2400 global trade lanes 4000+port pairs including over 300 trade lanes that connect India connecting businesses acrossthe world.
A quarter century of global expertise and experience has evolved us into the worldleader in LCL consolidation and India's leading integrated logistics solutions provideroffering one- stop-solutions that empower businesses in India and across the world. Ourglobal network local insights and operational excellence gives the edge and peace of mindthat our customers experience only the World LCL Leader.
Our NVOCC services gives the benefit of LCL FCL and Air Freight Services backed byfirst and last mile delivery having the convenience of dealing with just one partner forend-to- end needs of our customer Latest Processes state-of-the-art systems andexperienced workforce ensure highest standards of multimodal services. With value addedservices like inland trucking service and warehousing capabilities we ensure completetransit with safety. We have successfully eliminated transit time by adding direct lineswithin the network.
With our industry leading the use of digital solutions to add Customer's efficiencyreliability and convenience our teams are working to test and implement the latest techinnovation in order to gain further operational and functional efficiencies. This inreturn brings greater agility and transparency in our service offerings. ECU360 ourin-house developed state-of- the-art platform enables customers to effortlessly managetheir shipments with real-time information on their fingertips. In addition we haverecently launched our new API Product suite making ECU Worldwide integration ready forcustomers vendors and third party providers.
Container Freight Stations (CFS)/ Inland Container Depots (ICD)
CFS-ICD facilities are extension of port activities enabling effective evacuation ofexport and import containers through road and rail. Apart from keeping Indian portscapacity utilizations at optimal levels CFS-ICD provides a range of other services likecustom clearance container and cargo storage stuffing and de-stuffing of containerswarehouse to last mile delivery as value added services to the customers. CFS-ICDfacilities are a vital cog in the EXIM supply chain of the country.
The Company has strategically created its presence in CFS at key Container Terminals ofthe Country viz. JNPT- Mumbai Chennai Mundra and Kolkata which drives around threefourths of India's container traffic. These ports are connected and cater to India'swidespread demographic hinterland and we at Allcargo take pride in serving their needsfor nearly two decades. At the core of the business lies Allcargo's strong customerconnect reliable stakeholder management robust systems and processes that are lean andagile making us a premier CFS service provider in the Country. The Company's businessmodel has unique synergies between its global presence through ECU Worldwide and domesticpresence through Contract Logistics (ACCI) and Gati.
For seamless services Allcargo offers online submission of import & exportdocuments online invoice and online payment new generation RFID system for track &trace of containers and E-Tariff module. In line with the India's digital thrust andAllcargo Group's Digital First strategy we have recently launched "myCFS"portal that provides end-to-end CFS services in just a few clicks. With "myCFS"customers can enhance efficiencies with online facilitation of service requests quickupload and retrieval of documents as well as access to current and archived reports. Theportal also gives access to contact-less services from the comfort of your home or office.Soon with the help of mobile app customers will be able to request for containergrounding for examination and de-stuffing. We believe such simplification and digitizationis possible at multiple touch points which could significantly add to customer delightpositioning us as the most preferred logistics partner.
In line with our values for protecting our environment and encouraging sustainablepractices we have installed Solar Power plant of 100 KW at our facilities. In additionwe also undertake tree plantation drives discourage use of single use plastic wares andreplaced our lighting infrastructure with energy efficient lighting.
The future of the industry is taking a shift towards increasing demand for providingmultimodal solutions export-oriented solutions and manage LCL requirements of theindustry. In line with these macro-economic trends the Company would evolve its CFSsolutions to integrated services straddling other links of the supply chain viz. exportLCL warehousing and multimodal solutions through strategic partnerships and investmentsin best-in-class infrastructure.
Project and Engineering Solutions (p&e)
The group strategy of focusing on core asset light high RoCE business has achieved amilestone in the current year. The project business which handled movement of overdimensional cargo (ODC) was sold during the financial year 2022. The segment now includesequipment (trailers cranes forklift and stackers) leasing business. More than 90% of theequipment's are fully depreciated and are operating in optimal condition. Since FY2014there was no new capital deployment in the segment and other balance assets which hashigher maintenance costs or older and low yield are being strategically rationalized.Average asset utilisation levels for FY2022 stood at 78% as compared to 60% in FY2021.
Post demerger the segment would be transferred to TransIndia Realty & LogisticsParks Limited whereby these assets would be aligned to the infrastructure growth story ofIndia. Despite risks and challenges Government's top priority on infrastructuredevelopment is expected to aid improved realisation and utilisation levels for theseassets. Through focused capital allocation the Company focus would remain to generatehigher yields on the assets managed.
Logistics Park (lp)
The Company's logistics and industrial parks are located across major logistics marketsin India such as Delhi-NCR Bengaluru Hyderabad Ahmedabad Pune Mumbai (JNPT) Hosurand Goa. Our Logistics Parks are distinguished by high-quality tenants including severalleading E-commerce companies light manufacturing consumer goods contract logisticsexpress logistics and record management companies.
The Company has 6 million sq. ft. of Grade-A logistics parks that are completed ornearing completion with over 93% leased out and 80% already operational. Our completedwarehousing units have zero vacancy.
Our large portfolio of operational assets put us among the top three owner-operator ofLogistics Park in the Country. We have expertise throughout the development cycle and havein-house capabilities to acquisition design development construction leasing andproperty management. We also have 3 million sq.ft. of additional development pipeline onland parcels already owned by the project SPVs. The initial portfolio was developed usingour balance sheet strength. However since last 1 year we have embarked on a de-leveragingexercise achieved through a mix of dilution of super majority stake to a prominent globalreal estate fund and by proceeds of lease rental discounting that are served by thestandalone rental incomes. The de-leveraging strategy is a continuous exercise and weexpect that by the end of FY2021-22 we would have significantly reduced the balance sheetexposure to warehousing assets while keeping a minority but strategic stake barring aport located warehouses strategic to our core business which we shall continue to own.Given our
proven track record of a top class logistics real estate space provider we willcontinue to expand further but with an asset light strategy which gives backing ofinstitutional investments.
We believe that we are well-positioned to capitalize on the favorable long-termprospects of logistics real estate in India. We have additional pipeline of assets whichinclude second developments in the main cities and also other key cities that offer thebest long-run development opportunities and which should benefit the most from growth.
Contract Logistics through Avvashya CCI Logistics Private Limited ("ACCI")
Contract Logistics ("CL") continues to be the fastest growing sub-sectors oflogistics in India. FY2022 has been a year where the organization has expanded andstrengthened its presence in the segment.
Currently Allcargo's CL division manages more than 50+ lacs sq. ft. of warehousingspace across 50+ locations with significant presence in major consumption centresPan-India a third of this is in Grade "A" warehouses. While we continue tomaintain leadership in the chemical vertical we have also significantly added in the areain E-Commerce and Auto. One of our key strengths we pride is our ability to provideworld class solution design to our customers be it the large industry leaders or fastgrowing unicorns. We excel at providing bespoke solutions to our customers to solve theirSupply Chain problems and create a value for them that help us to create lastingpartnerships. One of the key differentiators of our warehousing services especially inchemical space is the stringent safety standards that we adhere to. No storage is allowedunless all safety compliances and certifications are implemented. We deploy full range ofsafety features that allow us to store different types of hazardous and non-hazardousgoods. We consistently receive customer appreciations and awards from various industrybodies in the area of Safety and Quality. Our expertise encompasses Automotivemanufacturing and Distribution from Passenger commercial vehicles to componentmanufacturers. We offer packaging kitting manage and optimize our customers overallsupply chain.
Allcargo's Contract Logistics division is also making strategic investments inautomation & digitization. We have invested in state-of-art Warehouse ManagementSystem ("WMS") last year with deployment in specific accounts and this year weare planning to identify & deploy Transport management System ("TMS") thatwill act as a catalyst for our expansion of service offerings in transportation. Apartfrom this we continue to invest in adding capabilities with our customer's needs. We havea multi customer site with Order Management System ("OMS") capabilities atFarukhnagar and also operate a "Seller Flex" model at our Bhiwandi Warehouse. Wealso offer services like production logistics engineering ordering and replenishmentservices reusable packaging solutions tailor made kitting just-in-time and pulldelivery concepts and pre-production services. Key benefits of production logisticsinclude optimisation of part flows from point of delivery to production Just- In-Time("JIT") that reduce inventory at line level and lower costs use of leanmanagement concepts and minimisation of handover points and interfaces. In line with theGroup philosophy we are committed to protect the environment create a strong governancestructure and contribute to the betterment of community.
Allcargo's CL is one of the predominant players in this verticals managing activitiesfor key clients in Chemical Automotive Engineering & E-commerce and planning toexpand into new verticals like Pharma Retail & Fashion Consumer Sector Paints Agrichemicals and Lubricants. We are looking at doubling our footprint and expand in next 3years across existing as well as new verticals and geography.
Express Logistics (GATI Limited)
Allcargo Logistics is the promoter and the single largest shareholder of Gati Limited("Gati") with 47.30% ownership and the shareholding would exceed by 50.20% onconversion of warrants. As Allcargo's Group Company Gati can now tap into a GlobalNetwork Operating in 180 countries and expand the scope of our services to include thediverse logistics business verticals. Through Gati's domestic reach and network Gatioffers end-to- end logistics solutions to its global and local clients in India.
Gati operates in time sensitive high value cargo which requires specialised handling.Gati is pioneer in express industry and manages Industry leading infrastructure networkoffering its services across 99% of GoI approved pin codes. Gati operates complex hub& spoke network through 31 transhipment hubs distribution centres and warehousesspanned over ~4 mn sq.ft. across multiple locations in India. Its core offerings includesurface and air express however it also provides other solutions like supply chainmanagement and e-commerce solutions. The express business is undertaken through its JointVenture with Kintetsu Express Private Limited (KWE) under subsidiary Gati- KintetsuExpress Private Limited ("GKEPL").
STATE OF COMPANY AFFAIRS
Acquisition of additional equity stake and control in Gati Limited an expresslogistics entity
During the year under review the Company has subscribed 1023020 Equity Shares onpreferential basis of face value of Rs 2/- each ("Equity Shares") at a price ofRs 97.75 per Equity Share and thereby shareholding of the Company in Gati Limitedincreased from 46.86% to 47.30% of the enhanced paid up equity share capital of the GatiLimited.
Further the Company has also subscribed 7161120 Equity Warrants at a Price of Rs97.75 per Equity Warrants on preferential basis which will be convertible into EquityShares within a period of 18 (Eighteen) months from the date of allotment i.e. June 172021. Consequently the shareholding of the Company will increase to 50.20% after theconversion of the Equity Warrants.
Scheme of Amalgamation (Merger by Absorption) between Hindustan Cargo Limited whollyowned subsidiary and the Company
Hon'ble National Company Law Tribunal Mumbai Bench vide its order dated July 16 2021approved the Scheme of Amalgamation (Merger by Absorption) between Hindustan CargoLimited a wholly owned subsidiary of the Company and the Company under Sections 230 to232 of the Act which became effective from August 26 2021. Pursuant to said order allthe assets and liabilities of Hindustan Cargo Limited became assets and liabilities of theCompany with effect from appointed date i.e. April 1 2020.
Transfer of Contract Logistics Business from Avvashya CCI Logistics Private Limited toAvvashya Supply Chain Private Limited (formerly known as South Asia Terminals PrivateLimited)
The Board of Directors of the Company in its meeting held on June 11 2021 approved andgiven its consent to the scheme of demerger under Sections 230 to 232 whereby the contractlogistics business of its joint venture entity namely Avvashya CCI Logistics PrivateLimited will get transferred to Avvashya Supply Chain Private Limited (formerly known asSouth Asia Terminals Private Limited) a wholly owned subsidiary of the Company on thegoing concern basis subject to the approval of the Hon'ble National Company Law Tribunal("NCLT").
The Company filed the Company Scheme Petition with NCLT on March 10 2022 and thematter is pending for NCLT approval.
Transfer of Warehousing Business from Allcargo Inland Park Private Limited to AllcargoMultimodal Private Limited wholly owned subsidiaries of the Company
Hon'ble National Company Law Tribunal Mumbai Bench vide its order dated March 1 2022approved the Scheme of Arrangement and Demerger between Allcargo Inland Park PrivateLimited and Allcargo Multimodal Private Limited Wholly owned subsidiaries of the Companyunder Sections 230 to 232 of the Act which became effective from April 13 2022. Pursuantto said order all the assets and liabilities of Warehousing Business of Allcargo InlandPark Private Limited has been transferred to Allcargo Multimodal Private Limited witheffect from appointed date i.e. April 1 2021.
Scheme of Arrangement and Demerger under Sections 230 to 232 of the Act betweenAllcargo Logistics Limited (Demerged Company) and Allcargo Terminals Limited (ResultingCompany 1 / ATL) (Formerly known as Allcargo Terminals Private Limited) and TransIndiaRealty & Logistics Parks Limited (Resulting Company 2/ TRLPL)
In order to explore potential business opportunities more effectively and efficientlymaximize shareholders value to enhance business operations by streamlining operationscutting costs more efficient management control and outlining independent growthstrategies the Board of Directors of the Company in its meeting held on December 23 2021has approved and given its consent to restructure the business of the Company by way ofScheme of Arrangement and Demerger (the "Scheme") under Sections 230 to 232 ofthe Act which is subject to the requisite approval(s) whereby;
1. Container Freight Station / Inland Container Depots business divisions of theCompany will be demerged into ATL and;
2. Engineering and Equipment Leasing and Hiring Solutions Logistics Park WarehousingReal Estate Development and Leasing Activities of the Company will be demerged into TRLPL
The Company filed the Scheme with BSE Limited ("BSE") and National StockExchange of India Limited ("NSE") on December 30 2021 where shares of theDemerged Company are listed and has received Observation Letter from BSE dated March 242022 and from NSE dated March 25 2022.
Further the Company has filed a revised Scheme with BSE and NSE on May 5 2022 andawaiting for Observation Letter from Stock Exchanges.
Sale of Project Logistics business division of the Company on Slum Sale basis to J MBaxi Heavy Private Limited ("J M Baxi")
The Company was operating the Project Logistics business as part of the Project &Equipment segment. This business had become working capital intensive and entailssignificant management bandwidth considering the complexities in the business and theCompany was evaluating options for divestment of this business. The Board of Directors ofthe Company in its meeting held on February 11 2022 approved and given its consent fortransfer of Project Logistics business division of the Company as a going concern onslump sale basis to J M Baxi and also the Company entered into a Business TransferAgreement with J M Baxi for the sale of the said division of the Company.
Change in building name of the registered office of the Company.
The Board of Directors of the Company in its meeting held on May 26 2022 passed theresolution for change in the name of the building from "Avashya House" to"Allcargo House". Thereby the address of the registered office of the Company ischanged to 6th Floor Allcargo House CST Road Kalina Santacruz (East)Mumbai- 400 098.
DETAILS OF VOLUNTARY DELISTING OF COMPANY
The Company has received Initial Public Announcement made by Inga Ventures PrivateLimited manager to the offer under SEBI (Delisting of Equity Shares) Regulations 2021("Delisting Regulations") vide letter dated July 21 2021 on behalf of itscertain members of the Promoter and Promoter Group viz Mr Shashi Kiran Shetty TalentosEntertainment Private Limited and Avashya Holdings Private Limited to (a) acquire allEquity Shares that are held by public shareholders of the Company either individually/collectively or together with other members of the Promoter Group as the case may be; and(b) consequently voluntarily delist the Equity Shares from the Stock Exchanges viz BSELimited and National Stock Exchange of India Limited by making a delisting offer inrespect of which the requisite approval of the Board have been obtained.
Further the Company obtained Due Diligence report dated August 6 2021 by M/s MMJB& Associates LLP a peer review Company Secretary. The Floor Price of Rs 148.01(Rupees One Hundred Forty-Eight and One Paisa) per Equity Share was fixed for thedelisting offer as per certificate dated August 6 2021 issued by M/s Shaparia Mehta &Associates LLP Chartered Accountants (FRN: 112350W/W-100051).
Lastly the proposal of Voluntary Delisting of Equity Shares of the Company has notbeen approved by shareholders under the Delisting Regulations.
CHANGES IN THE NATURE OF BUSINESS
The Company continued to provide integrated logistics services to its customers andhence there was no change in the nature of business or operations of the Company whichimpacted the financial position of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany subsequent to close of FY2021-22 till the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review no significant and material orders have been passed byany Regulator or Court or Tribunal which would impact going concern status of the Companyand its future operations.
The Company had received an order imposing of penalty of Rs 20 Lakhs only fromCompetition Commission of India (the "CCI") under Section 43A of the CompetitionAct 2002 regarding acquisition of equity stake in Gati Limited.
The Company continues to have credit rating which denotes high degree of safetyregarding timely servicing of financial obligation. The Company has received the followingcredit ratings for its long term and short term Bank/Financial Institution Loanfacilities Commercial Papers and Non-Convertible Debentures from various rating agencies:
|Rating Agency ||Rating ||Instrument / Facility |
|CARE ||CARE A1+ ||Commercial Paper |
| ||CRISIL AA-/ Rating Watch with Developing implication ||Long Term Bank Loan |
|CRISIL ||CRISIL A1+ ||Short Term Bank Loan |
| ||CRISIL AA- / Rating Watch with Developing implication ||Non-Convertible Debenture |
During the year under review the Company has not accepted any deposits from the publicfalling within the meaning of Sections 73 and 76 of the Act and the Rules framedthereunder.
During the year under review there is no change in the Issued Subscribed and Paid-upShare Capital of the Company. However Authorised Share Capital has been changed onaccount of merger of Hindustan Cargo Limited a wholly owned subsidiary with the Company.
As at March 31 2022 the Authorized Share Capital of the Company is Rs 644000000/-divided into 294725000 Equity Shares of Rs 2/- each and 500 4% Cumulative RedeemablePreference Shares of Rs 100/- each and 545000 Redeemable Preference shares of Rs 100/-each.
Issued Subscribed and Paid-up Share Capital of the Company as at March 31 2022 is Rs491391048/- divided into 245695524 equity shares of Rs 2/- each.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI").
A separate section on the Corporate Governance together with requisite certificateobtained from the Practicing Company Secretary confirming compliance with the provisionsof Corporate Governance as stipulated in Regulation 34 read along with Schedule V of theListing Regulations is included in the Annual Report.
BOARD OF DIRECTORS
Number of meetings of the Board of Directors
During the year under review 9 (Nine) Board meetings were convened and held thedetails of which are provided in the 'Corporate Governance Report'.
The details of the composition of the Committees number of meetings held attendanceof Committee members at such meetings and other relevant details are provided in the'Corporate Governance Report'.
Recommendation of Audit Committee
During the year under review there were no instances of non- acceptance of anyrecommendation of the Audit Committee of the Company by the Board of Directors.
Appointment of Independent Director
Based on the recommendation of the Governance and Nomination & RemunerationCommittee ("GNRC") and in accordance with provisions of the Act and the ListingRegulations;
1. Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) was appointed as an AdditionalNon-Executive Independent Director of the Company for a tenure of 5 years with effect fromMay 11 2021 and the same has been approved by the Members vide Ordinary Resolution passedin the Annual General Meeting ("AGM") held on September 29 2021.
2. Mr Mahendra Kumar Chouhan (DIN:00187253) and Mrs Radha Ahluwalia (DIN:00936412) wereappointed as an Additional Non-Executive Independent Directors of the Company for a tenureof 2 years with effect from February 11 2022 and the same has been approved by theMembers vide Special Resolution passed through Postal Ballot on April 21 2022.
Further the Members vide Ordinary Resolution passed in the AGM held on September 292021 approved the appointment of Mr. Martin Muller (DIN:09117683) as an IndependentDirector of the Company with effect from March 31 2021 for tenure of 2 years.
In the opinion of the Board the above Directors appointed during the year haveintegrity relevant expertise and experience (including the proficiency) to act as anIndependent Directors of the Company.
Resignation of the Director
Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) Independent Director of theCompany has resigned from the board w.e.f. January 25 2022 as the Company intends toutilize his services as a consultant.
Appointment of Non-Executive Director
Mr Kaiwan Kalyaniwalla (DIN:00060776) was appointed as an Additional Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation with effect fromAugust 6 2021 and the same was approved by the Members vide Ordinary Resolution passed inthe AGM held on September 29 2021.
Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) was appointed as an AdditionalNon-Executive Non- Independent Director of the Company liable to retire by rotation witheffect from January 25 2022 and the same was approved by the Members vide OrdinaryResolution passed through Postal Ballot on April 21 2022.
Appointment of Joint Managing Director
Mr Adarsh Hegde (DIN:00035040) was re-appointed as Joint Managing Director of theCompany for a tenure of 5 years with effect from July 1 2021 and the same was approved bythe Members vide Special Resolution passed in the AGM held on September 29 2021.
Re-appointment of Directors
In accordance with the Section 152 of the Act and the Articles of Association of theCompany Mrs. Arathi Shetty (DIN:00088374) Non-Executive Director and Mr. Adarsh Hegde(DIN:00035040) Joint Managing Director of the Company retires by rotation at ensuing AGMand being eligible offers themselves for reappointment.
Attention of the Members is invited to the relevant items in the Notice of the 29thAGM and the explanatory statements thereto.
Declaration from Independent Directors
The Company has received declarations from all Independent Directors confirming thatthey meet the criteria of independence as prescribed under Section 149(6) and (7) of theAct and Regulations 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 Directors regarding theirregistration in the Independent Directors databank maintained by the Indian Institute ofCorporate Affairs.
Pursuant to Sections 134 and 178 of the Act and Regulations 17 and 19 of the ListingRegulations GNRC has set the criteria for performance evaluation of the Board itsCommittees and individual Directors including the Chairman of the Company and the same aregiven in detail in the 'Corporate Governance Report'.
Based on the criteria set by GNRC the Board carried out annual evaluation of its ownperformance its Committees and individual Directors for FY2021-22. The questionnaires onperformance evaluation were prepared in line with the Guidance Note on Board Evaluationdated January 5 2017 issued by SEBI. An online platform was provided to each Directorfor their feedback and evaluation.
The parameters for performance evaluation of Board includes the roles andresponsibilities of the Board timeliness for circulating the board papers content andthe 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 by the Board seekinginputs from all the Directors. The performance of the Committees was evaluated by theBoard seeking inputs from the Committee members. GNRC reviewed the performance ofindividual Director and separate meeting of the Independent Directors was also held toreview the performance of Non-Independent Directors performance of the Board as a wholeand performance of the Chairman of the Company taking into account the views of JointManaging Director and Non-Executive 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 (KMP)
During the year under review Mr Ravi Jakhar Chief Strategy Officer of the Company wasdesignated as KMP of the Company with effect from February 11 2022.
As at March 31 2022 the following are the KMPs of the Company:
- Mr Shashi Kiran Shetty Chairman & Managing Director;
- Mr Adarsh Hegde Joint Managing Director;
- Mr Suresh Kumar Ramiah Chief Executive Officer;
- Capt. Sandeep R Anand Chief Executive Officer - Marketing;
- Mr Deepal Shah Chief Financial Officer;
- Mr Devanand Mojidra Company Secretary & Compliance Officer; and
- Mr Ravi Jakhar Chief Strategy Officer.
GNRC has framed a policy on Directors KMP and other Senior Management Personnelappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other related matters in accordance withSection 178 of the Act and the Rules framed thereunder and Regulation 19 of the ListingRegulations. The criteria as aforesaid is given in the 'Corporate Governance Report'. TheRemuneration Policy of the Company has been hosted on the Company's websitehttps://www.allcargologistics. com/investors/investorservices/corporatepolicies.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy and established the necessary VigilMechanism which is in line with the Regulation 22 of the Listing Regulations and Section177 of the Act. Pursuant to the Policy the Whistle Blower can raise concerns relating toReportable Matters (as defined in the Policy) such as unethical behavior breach of Codeof Conduct or Ethics Policy actual or suspected fraud any other malpractice improprietyor wrongdoings illegality non-compliance of legal and regulatory requirementsretaliation against the Directors & Employees and instances of leakage of/suspectedleakage of Unpublished Price Sensitive Information of the Company etc. Further themechanism adopted by the Company encourages the Whistle Blower to report genuine concernsor grievances to the Audit Committee and provides for adequate safeguards againstvictimization of Whistle Blower who avail of such mechanism and also provides for directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases. TheAudit Committee oversees the functioning of the same. The Whistle Blower Policy is hostedon the Company's website http://www.allcargologistics.com/investors/investorservices/corporatepolicies
During the year under review the Company has not received any complaint through VigilMechanism. It is affirmed that no personnel of the Company was denied access to theChairman of the Audit Committee.
RISK MANAGEMENT POLICY
The Company is engaged in providing integrated logistics business solutions forNational and International Trade Warehousing Transportation and handling of all kinds ofCargo running ICD CFS and Shipping Agents. Thus the Company is prone to inherentbusiness risks like any other organisation. With the objective to identify evaluatemonitor control manage minimize and mitigate identifiable business risks the Board ofDirectors have formulated and implemented a Risk Management Policy.
The Company has adopted ISO 31000 framework for risk management. Under the guidance ofthe Board the Chief Assurance & Risk Executive facilitates dedicated risk workshopsfor each business vertical and key support functions wherein risks are identifiedassessed analysed and accepted/mitigated to an acceptable level within the risk appetiteof the organization. The risk registers are also maintained and reviewed from time to timefor risk mitigation plans and changes in risk weightage if any. The Audit Committeemonitors risk management activities of each business vertical and key support functions.Fraud Risk Assessment is also part of overall risk assessment. In the Audit Committeemeeting Chief Assurance & Risk Executive make the presentation on risk assessment andminimization procedures.
The purpose of risk management is to achieve sustainable business growth protect theCompany's assets safeguard shareholders investments ensure compliance with applicablelaws and regulations and avoid major surprises of risks. The Policy is intended to ensurethat an effective risk management framework is established and implemented within theCompany.
Risk Management Finance Strategy and Legal Committee met 5 (Five) times during theyear under review.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has laid down Internal Financial Controls and believes that the same arecommensurate with the nature and size of its business. Based on the framework of internalfinancial controls work performed by the internal statutory and external consultantsincluding audit of internal financial controls over financial reporting by the StatutoryAuditors and the reviews performed by the Management and the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate andeffective during FY2021-22 for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of accountingrecords and timely preparation of reliable financial disclosures.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performancereview for the year ended March 31 2022 as stipulated in Regulation 34 read withSchedule V of the Listing Regulations is available as a separate section which forms partof the Annual Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations the Business Responsibilityinitiatives taken on environmental social and governance perspective in the prescribedformat is available as a separate section which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The brief outline of the Corporate Social Responsibility ("CSR") Policy ofthe Company and initiatives undertaken by the Company on CSR activities during the yearare set out in Annexure 1 of this Report in the format prescribed under theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended from time totime. The CSR 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 Statements including theperformance and financial position of each Subsidiaries Joint Ventures and AssociateCompanies as per the provisions of the Act is provided in the prescribed Form AOC-1 whichis annexed as Annexure 2.
Pursuant to Section 129 of the Act and Regulation 33 of the Listing Regulations theattached Consolidated Financial Statements of the Company and all its Subsidiaries JointVentures and Associate Companies have been prepared in accordance with the applicable IndAS provisions.
The Company will make available the said Financial Statements and related detailedinformation of the subsidiary companies upon the request by any Member of the Company.Members seeking inspection to inspect these Financial Statements can send e-mail email@example.com
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review the following companies have become or ceased to beSubsidiaries Joint Ventures and/or Associates of the Company:
|Sr. No. Name of Company ||Relationship ||Change ||Effective Date |
|1. Gati Kausar India Limited ||Subsidiary ||Ceased ||July 14 2021 |
|2. Ecunordicon AB ||Subsidiary ||Acquisition ||July 29 2021 |
|3. Nordicon AB ||Subsidiary ||Acquisition ||July 29 2021 |
|4. Nordicon A/S ||Subsidiary ||Acquisition ||July 29 2021 |
|5. Nordicon Terminals AB ||Subsidiary ||Acquisition ||July 29 2021 |
|6. RailGate Nordic ||Subsidiary ||Acquisition ||July 29 2021 |
|7. PFC Nordic AB ||Subsidiary ||Acquisition ||July 29 2021 |
|8. RailGate Europe B.V. ||Associate ||Acquisition ||July 29 2021 |
|9. Hindustan Cargo Limited ||WOS ||Merged ||August 26 2021 |
|10. Bantwal Warehousing Private Limited ||WOS ||Ceased ||September 28 2021 |
|11. Combi Line Indian Agencies Private Limited ||WOS ||Strike Off ||October 27 2021 |
|12. Consolidadora Ecu-Line C.A. ||WOS ||Liquidated ||November 29 2021 |
|13. Speedy Multimodes Limited ||Subsidiary ||Acquisition ||November 30 2021 |
|14. TransIndia Realty & Logistics Parks Limited ||WOS ||Incorporated ||December 03 2021 |
|15. ALX Shipping Agency LC ||Joint Venture ||Acquisition ||January 12 2022 |
|16. Trade Xcelerators LLC ||Associate ||Acquisition ||February 9 2022 |
|17. Ecu Worldwide Costa Rica S.A.(formerly known as Conecli International S.A) ||WOS ||Liquidated ||February 10 2022 |
|18. Haryana Orbital Rail Corporation Limited ||Associate ||Acquisition ||February 11 2022 |
|19. Asia Pac Logistics DE Gautemala S.A. ||WOS ||Incorporated ||March 1 2022 |
WOS-Wholly owned subsidiary
The Policy for determining "Material" Subsidiary as approved by the Boardfrom time to time is hosted on the Company's websitehttps://www.allcargologistics.com/investors/investorservices/ corporatepolicies
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions/contracts/arrangements that were entered into by theCompany during the year under review were on an arm's length basis and in the ordinarycourse of business and were in compliance with the applicable provisions of the Act andthe Listing Regulations. There are no material significant related party transactionsentered into by the Company with its Promoters Directors KMP or Senior ManagementPersonnel which may have a potential conflict with the interest of the Company at large.
None of the transactions/contracts/arrangements with related parties fall under thescope of Section 188(1) of the Act. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is notapplicable to the Company for financial year ended March 31 2022 and hence does not formpart of this report.
All related party transactions were placed before the Audit Committee for its approvaland review on quarterly basis. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are foreseen and of a repetitive nature. The transactionsentered into with related parties are certified by the Management and the M/s CNK andAssociates LLP Independent Chartered Accountants stating that the same are in theordinary course of business and at arm's length basis.
The Policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Board from time to time is hosted on theCompany's website https://www.allcargologistics.com/investors/investorservices/corporatepolicies
The details of related party transactions that were entered during FY2021-22 are givenin the notes to the Financial Statements as per Ind AS24 which forms part of the AnnualReport.
PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS
The Company is engaged in the business of providing integrated logistics services whichfalls under the infrastructural facilities as categorized under Schedule VI of the Act.Hence the provisions of Section 186 of the Act are not applicable to the Company to theextent of loans given guarantees or securities provided or any investment made. Howeveras a good governance practice of the Company the details of loans given guarantees andsecurities provided are annexed as Annexure 3. Details of investments made areprovided in the Notes to the Financial Statements.
Statutory Auditors and their Report
M/s S R Batliboi & Associates LLP Chartered Accountants ("SRBA") werere-appointed as Statutory Auditors of the Company by the Members at the 27thAGM held on September 9 2020 to hold office upto the conclusion of 32nd AGM ofthe Company to be held in the year 2025.
SRBA have under Sections 139 and 141 of the Act and Rules framed thereunder confirmedthat they are not disqualified from continuing as Statutory Auditors of the Company andfurnished a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India as required under Regulation 33 of the Listing Regulations.
Further the report of the Statutory Auditors along with the notes on the FinancialStatements is enclosed to this Report. The Auditors' Reports do not contain anyqualification reservation adverse remarks observations or disclaimer on Standalone andConsolidated Audited Financial Statements for the year ended March 31 2022.
The other observations made in the Auditors' Report are selfexplanatory and thereforedo not call for any further comments.
There was no instance of fraud during the year under review which was required by theStatutory Auditors to report to the Audit Committee Board and/or Central Government underSection 143(12) of the Act and Rules framed thereunder.
Pursuant to Section 204 of the Act and Rules framed thereunder the Company hasappointed M/s Parikh & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company for FY2021-22. The Report of Secretarial Auditor in FormMR-3 for FY2021-22 is annexed as Annexure 4.
The Company has also obtained Secretarial Compliance Report for FY2021-22 from M/sParikh & Associates Company Secretaries in practice in relation to compliance of allapplicable SEBI Regulations/circulars/ guidelines issued thereunder pursuant torequirement of Regulation 24A of the Listing Regulations.
The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer and observations made in the Auditors' Report are self- explanatoryand therefore do not call for any further comments.
No instance of fraud has been reported by the Secretarial Auditor.
Further pursuant to provisions of Regulation 24A of the Listing RegulationsGati-Kintetsu Express Private Limited ("GKEPL") is an unlisted materialsubsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. TheSecretarial Audit Report submitted by the Secretarial Auditors of GKEPL is also annexed asAnnexure-4A to this Report.
Compliance of Secretarial Standards
The Company is in compliance with all mandatory applicable Secretarial Standards issuedby the Institute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES
The details of employees remuneration as required under Section 197(12) of the Act andthe Rules framed thereunder read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure 5.
The statement containing particulars of employees as required under Section 197(12) ofthe Act and the Rules framed thereunder read with Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport. Further in terms of Section 136 of the Act the Annual Report and the AuditedFinancial Statements are being sent to the Members and others entitled. The said statementis available for inspection by the Members at the Registered Office of the Company duringbusiness hours i.e. 11:00 a.m. to 2:00 p.m. on working days up to the date of the ensuingAGM. If any Member is interested in obtaining a copy thereof such Member can send e-mailto firstname.lastname@example.org.
None of the employees who are posted and working in a country outside India not beingDirectors or their relatives draw remuneration more than the limits prescribed under Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the year under review none of Directors of the Company has received anyremuneration from the Subsidiary Companies except as disclosed in the report.
SAFETY HEALTH AND ENVIRONMENT
The Company is committed towards bringing Safety Health and Environment awarenessamong its employees. It also believes in safety and health enrichment of its employees andcommitted to provide a healthy and safe workplace for all its employees. Successfullymanaging Health and Safety risks is an essential component of our business strategy. TheCompany has identified Health and Safety risk arising from its activities and has putproper systems processes and controls mechanism to mitigate them.
The Company has been taking various initiatives and participating in programs of safetyand welfare measures to protect its employees equipment and other assets from anypossible loss and/or damages.
The Project and Equipment division of the Company has successfully certified to ISO45001 (Occupational Health & Safety Management System) & ISO 14001 (EnvironmentManagement System) Standards Certification as well as Lifting Equipment EngineersAssociation ("LEEA") Certification. It is a testimony that the Company ismaintaining very high safety standards as well as ensures the use of quality equipment andfollows the best Health and Safety practices as per LEEA standards.
The following safety related measures are taken at various locations:
Fire and Safety drills are conducted for all employees and security personneland all Fire hydrants are monitored strictly as the preparedness for emergency.
Safety Awareness Campaign Safety week Environment day is held/celebrated atmajor locations to improve the awareness of employees.
Each equipment is put through comprehensive Quality Audit and Testing to ensurestrong compliance to Maintenance Safety and Reliability aspects as per the specificationsby various Original Equipment Manufacturer. All equipment are mandatorily ensured withPUC. Fitness certificates are issued based on the compliance of the safety norms.
Regular training/skills to staff and contractors to inculcate importance ofsafety amongst them. Further handling of Hazardous Material training and Terrorist ThreatAwareness Training are provided to all CFS employees.
Created checks and awareness among drivers about negatives of alcohol and drugconsumptions and impact on their families.
Accident prone routes identified and supervisors allocated to have control overthe vehicle movement.
Occupational Health & Safety audits and Fire & Electrical Safety auditsare conducted by competent agencies at regular intervals.
Fortnightly visit by Doctors to office for medical counseling of employees.Further Medical Health check-up of all employees are conducted at regular intervals.
CCTV and Safety alarms are installed at major locations.
Green initiatives are taken at various locations to protect the environment.
Oxygen and temperature checks were mandatory for all staff members and visitorsat all office locations.
Operations have been modified and optimized to adhere to social distancingrequirements and work with minimal staff on-site.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under Section 134(3)(m) of the Act and Rules framedthereunder is annexed as Annexure 6.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013 (the "POSH Act"). The Internal Complaints Committee redresses thecomplaint received regarding sexual harassment of women at workplace. All employees(permanent contractual temporary trainees) are covered under this Policy.
During the year under review no complaints of sexual harassment were received and 4(Four) Awareness Program about Sexual Harassment Policy were conducted and held atworkplace.
The Company has submitted its Annual Report on the cases of sexual harassment atworkplace to District Officer Mumbai pursuant to Section 21 of the POSH Act and Rulesframed thereunder.
Pursuant to Section 92(3) of the Act and Rules framed thereunder an Annual Return ishosted on the website of the Companyhttps://www.allcargologistics.com/investors/financials/ downloads/annualreports
MAINTENANCE OF COST RECORDS
Pursuant to Section 148(1) of the Act and Rules framed thereunder related tomaintenance of cost records is not applicable to the Company being in to service industry.
INSOLVENCY AND BANKRUPTCY
No application made or proceeding is pending against the Company under Insolvency andBankruptcy Code 2016 during the year under review.
DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN
There is no incidence of one time settlement in respect of any loan taken from Banks orFinancial Institutions during the year. Hence disclosure pertaining to difference betweenamount of the valuation done at the time of one time settlement and the valuation donewhile taking loan is not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act the Board to thebest of their knowledge and ability confirm that-
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2022 and of the profit for thatperiod;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Directors wish to place on record their appreciation for the continued co-operationand support extended to the Company by government authorities customers vendorsregulators banks financial institutions rating agencies stock exchanges depositoriesauditors legal advisors consultants business associates members and other stakeholdersduring the year. The Directors also convey their appreciation to employees at all levelsfor their contribution dedicated services and confidence in the management.
|For and on behalf of the Board of Directors |
|Shashi Kiran Shetty Chairman & Managing Director |
|DIN: 00012754 |
|Place: Mangalore |
|Date: May 26 2022 |