Chartered Logistics Limited
The Board of Directors is pleased to presents the Company's Annual Report together withthe audited financial statements (standalone) for the financial year ended 31st March2021.
Financial summary or highlights/Performance of the Company (Standalone)
|Particulars ||31/03/2021 ||31/03/2020 |
|Gross Income ||13326.94 ||14490.64 |
|Profit Before Interest and Depreciation ||731.51 ||981.72 |
|Interest & Finance Charges ||663.21 ||662.75 |
|Depreciation ||307.17 ||309.38 |
|Profit Before Tax ||-238.87 ||9.59 |
|Less: Provision for Tax ||0 ||0 |
|Deferred Tax Credit ||2.23 ||41.73 |
|Add: MAT Credit entitlement ||0 ||0 |
|Profit/Loss After T ax ||-236.33 ||51.33 |
|Other Comprehensive income ||13.99 ||-0.18 |
|Excess/Short Provision of earlier year ||0 ||0 |
|Net Profit ||-222.63 ||51.14 |
The Company has prepared the Financial Statements under the Companies (IndianAccounting Standards) Rules 2015 prescribed under Section 133 of the Companies Act 2013.
1. Financial Performance during the year
During the financial year 2020-21 as compared to the previous year during the yearcompany has reported a total income of Rs. 13326.94Lakhs as against a total income of Rs.14490.64 lakhs in the previous year. The interest and financial expenses have beenincreased this year as compared to the previous year. Profit before tax (PBT) has beenreported at Rs. -238.87 Lakhs in the current year as against Profit before tax (PBT) ofRs. 9.59 Lakh in the previous year. The net profit after tax for the current year 2020-21is Rs. - 236.33 Lakhs as compared to Rs.51.33 Lakhs in the previousyear.
2. Material changes and commitments affecting the financial position of the Companyafter the end of the financial year till the date of this Report:
There have been no changes like business and operations of your company during thefinancial year under review.
The global Coronavirus has caused significant economic and social disruption worldwide.Given the nationwide lockdown announced by the Government of India the businessoperations were temporarily disrupted. The company has resumed its operations in a phasedmanner as per the Government directives.
There is no other change like business during the year under review.
3. SUBSIDIARY ASSOCIATES AND JOINT VENTURE:
There is no subsidiary of the company as of 31st March 2021. The Company does not haveany Associate or Joint Venture Companyas of 31st March 2021.
The Board of your company has decided not to transfer any amount to the Generalreserves for the financial year 2020-21.
Your directors do not recommend any dividend for the year ended 2020-21. Furtherduring the year under review no amount was transferred to General Reserve.
6. ISSUE OF SHARE CAPITAL
During the financial year under report the company has neither made any issue ofequity shares with differential voting rights sweat equity shares or under employee stockoption scheme nor it has made any provision of money for the purchase of its shares byemployees or by trustees for the benefits of the employees.
7. OPERATIONS AND FUTURE OUTLOOK:
The Company will continue to focus and undertake Transport business. The COVID-19pandemic continued its impact on the business of the Company with the second wavedisrupting the operations in the fourth quarter. The Company is taking all necessarymeasures in terms of mitigating the impact of the challenges being faced in the businessand it will take a few months for the economic activities to revive and gain momentum.
The Future outlook of the business is highly dynamic. As markets evolve and customerdemands change we need to constantly review and update our operation and products to meetthe market need. We have an exciting future ahead. The actions are taken internally withinthe company and the improving macro-economic situation in the country further buoyed byrecent policy initiatives and the regulatory changes being pursued by the governmentincluding the much-anticipated introduction of GST framework in this financial year allpoint towards a great year in the new fiscal 2021-22. The future holds immenseopportunities and we are fully geared to deliver on our commitments to variousstakeholders.
8. BUSINESS STRATEGY
We have introduced several strategic initiatives during the year to spur overall growthand productivity in the Company. The following are some of the broad areas covered bythese initiatives:
Cost optimization: A series of measures have been initiated to yield high levelsof cost optimization. These include focusing on location Optimization deploying people inthe right jobs and eliminating unnecessary costs.
Enhancing sales productivity: We are focusing on reinvigorating our sales teamsand enabling them with better systems training and processes. We have made all branchesof the company online located at the various locations of the country. This helps us ingetting the MIS Report daily from all branches which enables us to focus and improving thesales productivity of all branches thereby winning large revenue for the company.
Improving Service effectiveness: Our delivery services have always been of a highorder and we want to re-focus on strengthening it further.
9. STOCK EXCHANGE
The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company haspaid necessary listing fees for the year 2021-22
10. FINANCE Fixed Deposits
The company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance sheet date.
As of March 31 2021 the Company has no outstanding long-term borrowing and is notcategorized as a Large Corporate in terms of the SEBI Circular - SEBI/HO/DDHS/CIR/P/2018/144 dated November 26 2018. Necessary disclosures in this regard have beenfiled with the stock exchanges within prescribed timelines.
11. PARTICULARS OF LOANS GUARANTEES & INVESTMENT
Loans Guarantees & investment under Section 186 of Companies Act 2013 form partof notes to the financial statement provided in this Annual Report.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Board of your company has formed a CSR committee in compliance with therequirements of Section 135 of the Act. The role of the Committee includes formulation andrecommending to the Board a CSR Policy which shall indicate the activities to beundertaken by the Company as specified in Schedule VII of the Act and any amendmentsthereto recommendation of the amount of expenditure to be incurred on the CSR activitiesas enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Companyas also to monitor the CSR Policy from time to time.
The company had formed CSR Policy as per the recommendation of the CSR committee. TheCompany chooses its CSR programs among many options in the CSR committee and boardmeetings and does not get persuaded by any external influences other than thoseshortlisted in the best spirit and which can add the social value in the pragmatic andidealistic sense.
For the Financial year 2020-21 the company is not required to comply with CSR norms asit applies to companies that have (a) net worth of more than 500 crores (b) turnover ofmore than 1000 crore (c) net profit of more than 5 crores. For the Financial Year 2020-21the Company is not falling under Section 135(1) of the Companies Act 2013 as the Networth Turnover and Net Profits are less than the prescribed limit for the past threeconsecutive years and so the reporting under the Companies (Corporate SocialResponsibility Policy) Rules 2014 CSR is not applicable this year.
13. RISK MANAGEMENT:
During the year the Audit Committee evaluated the Risk Management Policy of theCompany to make it more focused in identifying and prioritizing the risks role of variousexecutives in monitoring. The Audit Committee evaluated various risks and that there is noelement of risk identified that may threaten the existence of the Company.
14. AUDIT COMMITTEE
The Company has an Audit Committee of the Board of Directors constituted followingsection 177 of the Companies Act 2013. The details of the Audit Committee are explainedin the Corporate Governance Report.
15. INTERNAL FINANCIAL CONTROLSANDTHEIRADEQUACY:
Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the same and the work performed by the internal auditorsstatutory auditors and the reviews performed by the Top Management Team and the AuditCommittee your directors believe that your Company's Internal Financial Controls wereadequate and effective during the financial year 2020-21. Further the statutory auditorsof your company have also issued an attestation report on internal control over financialreporting (as defined in section 143 of Companies Act 2013) for the financial year endedMarch 31 2021 which forms part of the Statutory Auditors report.
16. VIGIL MECHANISM / WHISTLEBLOWER POLICY:
The company under section 177 of Companies Act 2013 read along with the rules madethereunder and Regulation 22 of SEBI
LODR have established a vigil mechanism for Directors and Employees to report concernsabout has adopted a Whistle Blower Policy establishing vigil mechanism to provide aformal mechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition of Board of Director
As of the date of this report your company conforms with Section 149 of the CompaniesAct2013 *and Regulation 17 of SEBI Listing regulations which stipulates that the Boardshould have the optimum combination of Executive and Non-Executive directors with at least1 woman director and at least 50% of the board should consist of independent directors asthe Chairman of the board is an executive director.
As of March 312021 the board is comprised of 5 directors. Out of these 1 is ManagingDirector1 executive director3 independent directors and out of 31 is woman independentdirector.
|Sr No. Name of Directors ||DIN ||Designation |
|1. Mr. Lalit Kumar Gandhi ||00618427 ||Managing Director |
|2. Mr. Harsh Gandhi ||03045752 ||Executive Director |
|3. Mr. Sandeep Shah ||01850151 ||Independent Director |
|4. Mr. Hemaram Choudhary ||08817929 ||Independent Director |
|5. Ms. Bhumika Rajput ||07721299 ||Independent Director |
* Hemaram Choudhary was appointed on 10th August 2020 whereas Mr. Ashok Kavdia ceasedfrom 23rd July 2020.
Appointment of directors during the year:
During the financial year under review the Board of the Company on recommendations ofthe NRC inter-alia approved the following appointments on the Board of Directors of theCompany subject to the approval of Shareholders of the Company.
Mr. Hemaram Choudhary Independent Director
The Board of Directors of the Company based on the recommendation of the NRCappointed Mr. Hemaram Choudhary as an Additional Independent Director with effect fromAugust 10 2020. Mr. Hemaram Choudhary was regularized as independent Director in the 25thAGMi.e. 25-09-2020
Mr. Hemaram Choudhary has done PGDM in Supply Chain Management and is knowing thelogistics sector and operations.
Resignation of Directors:
Mr. Ashok Kavdia Independent Director stepped down from the board of the company witheffect from the close of business hours on July 23 2020 consequently he also ceased fromall the committees of your company.
Directors Retiring by Rotation:
Given the provisions of the Companies Act 2013 Mr. Harsh Gandhi (DIN: 03045752) isliable to retire by rotation at the ensuing Annual General Meeting and he offers himselffor re-appointment.
Key Managerial Persons (KMP):
Ms. Khushi Bhatt has resigned from the post of Company Secretary w.e.f 12thFebruary 2021. Ms. Sheetal Sharma was appointed as company secretary and complianceofficer of the company w.e.f 28 June 2021.
As of the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:
(g) Key Managerial Persons (KMP):
|Sr No. Name of KMP ||DIN/PAN ||Designation |
|1. Mr. L alit Kumar Gandhi ||00618427 ||Managing Director |
|2. Ms. Sheetal Sharma (w.e.f 28-06-2021) ||BBYPG9974P ||Company Secretary & Compliance officer |
|3. Ms. Mamta Patel ||BDXPP1203K ||Chief Financial Officer |
18. Disclosure from Independent Directors:
All Independent Directors of the Company have given declarations under Section 149(7)of the Act that they meet the criteria in terms of Regulation 25(8) of the SEBI ListingRegulations the Independent Directors have confirmed that they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence. The Company has received confirmation fromall the existing Independent Directors of their registration on the Independent DirectorsDatabase maintained by the Institute of Corporate Affairs under Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014.
In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfill the conditionsspecified in the Act as well as the Rules made thereunder and are independent of themanagement.
19. Board Evaluation:
Under the provisions of the Companies Act 2013 read with the Rules issued thereunderand the Listing Regulations (including any statutory modification(s) or re-enactment(s)for the time being in force) the process for evaluation of the annual performance of theDirectors/ Board/ Committees was carried out. In pursuance of the above IndependentDirectors in their separate meeting held on 1 2th November 2020 have reviewedand evaluated the performance of the Board as a whole and the Managing Director.
20. Nomination and Remuneration Policy:
The Board on the recommendation of the Nomination & Remuneration committee TheCompany follows a policy on remuneration of directors and senior management employees Thepolicy has been approved by the Nomination & Remuneration Committee and the Board ofDirectors. More details have been given in the Corporate Governance report.
21. Disclosures regarding Meeting
During the year Seven Board Meetings and the details of the composition of theStatutory Committees their terms of reference meetings held and attendance of theCommittee Members thereat during the financial year 2020-21 is provided in the sectiontitled Report on Corporate Governance. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
22. RELATED PARTY TRANSACTIONS
All related party transactions referred to in section 188(1) of the Companies Act 2013that were entered into during the financial year were on an arm's length basis and were inthe ordinary course of business. Approval of the Members of the Company is also obtainedin case any related party transaction was not on an arm's length basis and exceeds theprescribed limits. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.
The Form AOC - 2 under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 is - set out as Annexure -2.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. Apart from receiving remuneration by executivedirectors sitting fees by non-executive directors and professional fees paid to qualifiedprofessional directors none of the Directors has any pecuniary relationships ortransactions vis-a-vis the Company
Your directors draw the attention of the members to Note 34 to the financial statementwhich sets out related party disclosure.
23. STATUTORY AUDITORSAND AUDITORS' REPORT:
"RESOLVED THAT pursuant to the provisions of Section 139 142 and other applicableprovisions if any of the Companies Act2013 (the Act) and the Companies (Audit andAuditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) and pursuant to recommendation of Audit Committee and the Boardof Directors M/S Prakash Tekwani & Associations Chartered Accountants (FirmRegistration No. 120253W) who have offered themselves for appointment and have confirmedtheir eligibility to be appointed as the Statutory Auditors of the Company be and arehereby appointed as Statutory Auditors of the Company in place of retiring auditors M/s.Vidya & Co Chartered Accountants (Firm Registration No.308022E) tenure expires atthe ensuing Annual General Meeting at such remuneration to be decided mutually between thesaid Statutory Auditors and Board of Directors in addition to reimbursement of out-of-pocket expenses incurred in connection with the audit of the accounts of the Company;
General Meeting at such remuneration to be decided mutually between the said StatutoryAuditors and Board of Directors in addition to reimbursement of out-of-pocket expensesincurred in connection with the audit of the accounts of the Company;
RESOLVED FURTHER THAT M/S Prakash Tekwani & Associations Chartered Accountants(Firm Registration No. 120253W) if appointed as the Statutory Auditors of the Companyshall hold office for five years from the conclusion of this 26th Annual General Meetingtill the conclusion of 31st Annual General Meeting of the Company subject toratification of the appointment by the Members at every Annual General Meeting held afterthis Annual General Meeting."
The Auditors have issued their report on the financial statements for the financialyear ended March 31 2021 with an unmodified opinion and do not contain anyqualification observation or adverse remarks or disclaimer that may call for anyexplanation from the Board of Directors. The Auditors have not reported any matter underSection 143(12) of the Companies Act 2013 and therefore no detail is required to bedisclosed under Section 134 (3) (ca) of the Companies Act 2013.
The Auditors' Report for the financial year 2020-21 is unmodified i.e. it does notcontain any qualification(s) reservation(s) or adverse remark(s) and forms part of thisAnnual Report
Following the provisions of section 138 of the Companies Act 2013 and rules framedthereunder your company has re-appointed M/S AJT & ASSOCIATES. a firm of PracticingChartered Accountants as the Internal Auditors of the Company in the Board meeting held on28 June 2021 to conduct the internal audit of the functions and activities of the companyfor the financial year 2021-22.
24. SECRETARIAL AUDIT REPORT:
Under the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Anamika Jajoo Practicing Company Secretary Membership No. A20918 toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportfor the financial year ended 31st March 2021 is set out as "Annexure -1" to thisReport.
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from October 12017. The Company complies with the provisions of thesame.
25. DISCLOSURE REQUIREMENTS:
To comply with conditions of Corporate Governance under regulation 34 read withSchedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 aManagement Discussion and Analysis Report Corporate Governance Report and Auditors'Certificate on the compliance of conditions of Corporate Governance are included in thisAnnual Report.
26. EXTRACT OF ANNUALRETURN:
The Annual Return of the Company as of March 31 2021 is available on the Company'swebsite and can be accessed at http://www.chartered.co.in/pdf/annualreport/mgt721.pdf
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The disclosures to be made under Section 134 (3) (m) of the Companies Act 2013 readwith Rule (8)(3) of the Companies (Accounts) Rules 2014 about conservation of energy andtechnology absorption and foreign exchange earnings and outgo do not apply to the Companyas the company is neither involved in any manufacturing processing activities nor any ofits transactions involve foreign exchange earnings and outgo. Particulars required to beFurnished by The Companies (Disclosure of Particulars in The Report of The Board ofDirectors )Rules1988.
28. PARTICULARS OF EMPLOYEES:
The Directors sincerely appreciate efforts put in by employees of the Company at alllevels and thank them for their contribution in achieving the overall results during theyear.
Disclosure about the remuneration and other details as required under Section 197(2) ofthe Companies Act 2013 and Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as "Annexure-3" to this report.
The information required according to Section 197 read with Rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthis information which is available for inspection by the Members at the Registered Officeof the Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has been employing women employees in various cadres. A policy of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013has also been laid and circulated to every female employee of the Company to inform themabout the redressal mechanism available to them in the cases of such harassment. Yourdirectors state that during the year under review there were no cases filed or complaintsreceived from any employee according to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
|No. of Complaints received ||NIL |
|No. of Complaints disposed of ||NIL |
|30. DIRECTORS' STATEMENT: ||RESPONSIBILITY |
The Directors would like to inform the Members that the Audited Accounts for thefinancial year ended 31st March 2021 are in full conformity with the requirement of theCompanies Act 2013. The Financial Accounts are audited by the Statutory Auditors M/sVidya & Co.
In terms of Section 134(3)(c) of the Companies Act 2013 the Directors based on therepresentation received from the Operating Management confirm that:
1) In the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards and Schedule III of the Companies Act 2013 have beenfollowed and there are no material departures from the same;
2) The Directors have selected such accounting policies and applied them consistentlyand made the judgment and estimates that are reasonable and prudent to give a true andfair view of the state of affairs of the Company on 31st March 2021 and of the profits ofthe Company for the financial year ended 31st March 2021;
3) The proper and sufficient care has been taken for the maintenance of adequateaccounting records under the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4) The Directors have prepared the Annual Accounts of the Company on a goingconcern basis.
5) The Company has proper internal financial controls in place. However the Companycontinues to develop better controls for implementation in the current financial year
6) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Board of your Company conveys its deep gratitude and appreciation to all theemployees of the Company for their tremendous efforts as well as their exemplarydedication and contribution to the Company's performance. We also acknowledge andappreciate the invaluable support and contribution of all our Business Associates whocontinue their loyal partnership with our Company in these trying times. The Directorswould also like to thank its Shareholders Customers Vendors Business Partners BankersGovernment and all other Business Associates for their continued support to the Companyand the Management.
We also thank the Government of India particularly the Ministry of Corporate Affairsthe Income Tax Department and other government agencies for their support and lookforward to their continued support in the future.
|Place: Ahmedabad || ||For and on behalf of the Board of Directors |
|Date: 27-08-2021 || || |
| ||LalitKumar Gandhi ||Harsh Kumar Gandhi |
| ||(Managing Director) ||(Wholetime Director) |
| ||DIN: 006184277 ||DIN: 03045752 |