Chartered Logistics Limited
Yours Directors are pleased to present the 23rd Annual Report together withthe Audited Accounts of the Company for the year ended on 31st March 2018.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
| || ||(Rs. in lakhs) |
|Particulars ||31/03/2018 ||31/03/2017 |
|Gross Income ||14232.19 ||15924.95 |
|Profit Before Interest and Depreciation ||943.03 ||2357.19 |
|Interest & Finance Charges ||583.31 ||586.52 |
|Depreciation ||224.31 ||207.99 |
|Profit Before Tax ||135.41 ||1562.68 |
|Provision for Tax ||28.10 ||334.20 |
|Less: Deferred Tax Credit ||(82.40) ||(50.07) |
|Add: MAT Credit entitlement ||0 ||0 |
|Profit/Loss After Tax ||26.85 ||1177.86 |
|Excess/Short Provision of earlier year ||0 ||0 |
|Net Profit ||26.85 ||1177.86 |
2. IND AS
Your company has adopted Indian Accounting Standard(IND AS) with effect from 1st April2017.Accordingly the Financial statements for the year ended 31st March 2018 has beenprepared in accordance with IND AS on historical cost basis except for certain financialinstruments that are measured at fair values.
Your company has adopted IND AS pursuant to notified issued by Ministry of CorporateAffairs (MCA) and duly prescribed under Section 133 of Companies Act 2013 read with rule 3of Companies(Indian Accounting Standards)Rules2015 and Companies(Indian AccountingStandards)Amendment Rules2016 with effect from 1st April2016.
A description of the transition to IND-AS and its impact on Company's Net profit andequity has been provided in the respective financial statement.
3. Review of Business Operations during the year
Your company's operational and financial performance has declined during the financialyear 2017-18 as compared to previous year during the year company has reported totalincome of Rs. 14234.19 Lakhs against total income of Rs. 15924.95 lakhs in the previousyear. The interest and financial expenses have been decreased this year as compared toprevious year before the net profit has been decreased this year as compared to previousyear. Profit before tax (PBT) has been reported at Rs. 135.41 lakhs in the current year asagainst Profit before tax (PBT) of Rs. 1562.68 lakhs in the previous year. The net profitafter tax for the current year 2017-18 is 26.85 lakhs as compared to 1177.86 lakhs in theprevious year.
4. Business Outlook
For last two decades Chartered Group is scaling new heights in the logistics industry.We have created an impressive track record of value addition to our customers. Our basicprinciples behind growth are our values i.e. Honesty and Integrity CommitmentEfficiency Safety. With our ardent passion and focused vision which we have outlined as"To BE A PREMIUM LOGISTICS COMPANY WITH FOCUS ON BETTER THAN THE BEST" and ourmission is to achieve it. It is unflinching goal of Chartered to become a force to reckonwith and the roadmap has been designed to translate out dreams into reality.
We have an exciting future ahead. The actions taken internally within the company andthe improving macro-economic situation in the country further buoyed by recent policyinitiatives and the regulatory changes being pursued by the govern- ment including themuch anticipated introduction of GST framework in the this financial year all pointtowards a great year in the new fiscal 2018-19.The future holds immense opportunities andwe are fully geared to deliver on our commitments to various stakeholders.
The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company haspaid necessary listing fees for the year 2018-2019.
6. Particulars of Loans guarantees & Investment
Loans Guarantees & investment under Section 186 of Companies Act 2013 form partof notes to financial statement provided in this Annual Report.
7. Contracts or Arrangements Made With The Related Parties
All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of the Company.
Since no material related party transactions were entered by the Company and all thetransactions entered into by the Company with related parties were in the ordinary courseof business and on an arm's length basis form AOC 2 is not applicable to the Company.
Your Directors have on the recommendation of the Audit Committee adopted a policy toregulate transactions between your Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules made thereunder and theSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015.
8. Fixed Deposits
The company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of Balance sheet date.
9. 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 purchase of its own shares byemployees or by trustees for the benefits of the employees.
10. Employee Stock Option Scheme
The Company has not issued any Employee Stock Option Plans. As such no Employee StockOption Schemes have been framed.
11. Business Strategy
We have introduced a number of strategic initiatives during the year to spur overallgrowth and productivity in the Company.
The following are some of the broad areas covered by these initiatives:
Cost optimization: A series of measures have been initiated to yield high levels ofcost 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 teams andenabling them with better systems training and processes. We have made all branches ofthe company online located at the various locations of the country.
This help us in getting the MIS Report daily from all branches which enable us to focusand improving the sales productivity of all branches thereby winning large revenue for thecompany
Improving Service effectiveness: Our delivery services have always been of a highorder and we want to re-focus on strength- ening it further.
12. Corporate Social Responsibility
The Board of your company has formed CSR committee in compliance with the requirementsof Section 135 of the Act. The role of the Committee includes formulation and recommendingto the Board a CSR Policy which shall indicate the activities to be undertaken by theCompany as specified in Schedule VII of the Act and any amendments thereto recommendationof the amount of expenditure to be incurred on the CSR activities as enumerated inSchedule VII of the Act and referred to in the CSR Policy of the Company as also tomonitor the CSR Policy from time to time.
The company had formed CSR Policy as per the recommendation of 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 those shortlisted in the best spirit and which can add the social value in the pragmatic andidealistic sense.
The company has in place CSR policy indicating the activities to be undertaken by thecompany.The CSR policy of the company enables it to continue to make responsiblecontinuity towards welfare of the society.
As per the prescribed limit of Section 135 of Companies Act 2013 the Company does notfall in the limit specified so CSR won't be applicable.
13. Directors Responsibility Statement
As per the Section 134(5) of Companies Act 2013 the Board hereby submits itsresponsibility statement. The company prepares its financial statement in accordance withIND AS
a. In preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
b. The directors had selected such accounting policies and applied them consistentlyand made judgments and esti- mates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financial year andof the profit and loss of the company for that period.
c.. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accor- dance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. The directors had prepared the annual accounts on a going concern basis; and
e.. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
All the properties of the company have been adequately insured.
The Company has no Subsidiaries / Associates or Joint venture companies during theperiod under review. As such the requirement for submission of report on the performanceand the financial position of the Subsidiary/ Associate/ Joint venture companies is notapplicable to the Company.
a) Number of Board Meetings:
The Board of Directors met Nine(9) times during the year. The details of Board meetingsand attendance of directors are provided in the Corporate Governance report which formspart of this report.
Separate Meeting of Independent Directors
Your company has received annual declaration from all Independent directors of companyconfirming that they meet with Section149(6) of Companies Act2013 and regulation 16(1)(b)and 25 of SEBI(Listing Obligation and Disclosure Requirement)Regulation2015 and there hasbeen no change in the circumstances which may affect their status as Independent directorduring the year.
A separate meeting of Independent directors of the Company was held on 30th March2018in accordance with the provisions of clause vii of the schedule iv of the Companies Act2013.The Independent director reviewed perfor- mance of Non-Independent director and boardas whole; taking into account the views of executive and non- executive directors andassessed quality quantity and timeliness of flow of information between company manage-ment and board that is necessary for Board to effectively and reasonably perform theirduties
b) Committees of Board:
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility CommitteeStakeholders Relationship Committee number of meetings held during the year under reviewand other related details are set out in the Corporate Governance Report which forms apart of this Report.
c) Extract of Annual Report
The Extract of Annual Return in form MGT-9 as per section 92(3) of Companies Act 2013duly certified by Practicing Company Secretary is annexed hereto and forms the part ofthis report.
d) Vigil Mechanism/Whistle Blower Mechanism
The company pursuant to section 177 of Companies Act 2013 read along with the rulesmade thereunder and Regulation 22 of SEBI LODR have established vigil mechanism forDirectors and Employees to report concerns about has adopted a Whistle Blower Policyestablishing vigil mechanism to provide a formal mechanism to the Directors and employeesto report their concerns about unethical behaviour actual or suspected fraud or violationof the Company's Code of Conduct or ethics policy. The policy provides for adequatesafeguards against victimization of employees who avail of the mechanism and also providesfor direct access to the Chairman of the Audit Committee. It is affirmed that no personnelof the Company has been denied access to the Audit Committee. The policy of vigilmechanism is available on the Company's website.
e) Transfer to IPF
In compliance with Section 124(5) of Companies Act 2013 Sum of Rupees 91393 beingunclaimed dividend declared by the Company for Financial year 2010-11 was transferred toIEPF of Central Government on 12th December 2017. Dividends which remains unclaimed outof dividend declared by the Company for Financial year 2011-12 will be transfer to IEPFpursuant to the provisions of Section 124(5). Thereafter no claim shall lie on thisdividend from the shareholders.
Pursuant to the provisions of Section 124(6) of the Companies Act 2013 and the rulesmade thereunder the shares pertaining to the unclaimed dividend for the financial year2010-11 were not transferred to the demat account of IEPF due to inadvertance andoversight and the Company will be tranferring the same in this financial year.
e) Particulars Regarding Conservation Of Energy/ Technology Absorption/Foreign Exchange Earnings & Outgo
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 pertaining to conservation ofenergy and technology absorption and foreign exchange earnings and outgo are notapplicable to the Company as the company is neither involved in any manufacturingprocessing activities nor any of its transactions involve foreign exchange earnings andoutgo. Particulars Required to be Furnished by The Companies (Disclosure of Particulars inThe Report of The Board of Directors) Rules1988.
Performance evaluation of the Board
In accordance with the provision of regulations 17(10) of the SEBI (Listing obligationsand Disclosure Require- ments) 2015 and schedule iv of the Companies Act 2013evaluation of performance of Independent Directors by the Non-Independent Directors andreview of the performance of Non-Independent Directors and the Board as a whole by theIndependent Directors was made during the financial year under report. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees with the Company.
17. Directors and Key Managerial Persons (KMP)
a) Directors Retiring by Rotation:
Pursuant to provisions of Section 152 of Companies Act2013 and in accordance with theArticles of Association of the Company Mr.Harsh Gandhi Director of the company retires byrotation at ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors recommends his re-appointment.
b) Independent Directors:
In terms of the definition of Independence' of Directors as prescribed underClause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of theCompanies Act 2013 Mr. Sandeep Shah Mr. Ashok Kavdia and Mrs. Mittal P. Mistry are theNon executive Independent Directors on the Board of the Company. None of the IndependentDirectors are liable for rotation and due for re appointment. The Independent Directorshave given declarations confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and Clause 49 of the Listing Agreement withthe Stock Exchange read with SEBI(Listing obligation and disclosure requirement) 2015.
c) Woman Director:
In terms of the provisions of Section 149 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement your Company had regularized Mrs. Mittal Mistry as Woman Directoron the Board of the Company on 28th Septem- ber2017. All the directors of the Companyhave confirmed that they are not disqualified from being appointed as directors in termsof the Companies Act 2013.
d) Appointment of directors during the year:
There were no appointments during the financial year 2017-18.
e) Resignation of Directors:
There was no resignations of the Directors during the financial year 2017-18.
f) Key Managerial Persons(KMP):
Mr. Shail Shah has resigned from the position of company secretary of the company on24th August 2017 and Ms. Pujan Raval was appointed as on 14th September 2017 and sheresigned from the same position on 16th March 2018 and Ms. Khushi Bhatt was appointed asCompany Secretary cum compliance officer of the company w.e.f 4th May 2018.
18. Remuneration Policy
The Company follows a policy on remuneration of directors and senior managementemployees The policy has been ap- proved by the Nomination & Remuneration Committeeand the Board of Directors. More details has been given in Corporate Governance report.
19. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and as per SEBI(Listing obligation and disclosure requirement)2015 so as to qualifythemselves to be appointed as Independent Directors under the provisions of the CompaniesAct 2013 and the relevant rules.
20. Internal Financial Controls
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 Top Management team and the AuditCommittee your Directors are of the opinion that your Company's Internal FinancialControls were adequate and effective during the financial year 2016-17. Further thestatutory auditors of your company has also issued an attestation report on internalcontrol over financial reporting (as defined in section 143 of Companies Act 2013) for thefinancial year ended March 31 2018 which forms part to the Statutory Auditors report.
21. Internal Auditors
In accordance with the provisions of section 138 of the Companies Act 2013 and rulesframed there under your company has re- appointed M/S Gandhi & Gandhi a firm ofPractising Chartered Accountants as the internal Auditors of the Company in the Boardmeeting held on 3rd September 2018 to conduct the internal audit of the functions andactivities of the company for the financial year 2018-19.
22. Statutory Auditors
M/s Vidya & Co. Chartered Accountants Ahmedabad were appointed as StatutoryAuditors the Company has received a certificate from the above Auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
The notes to the accounts referred to in the Auditors Reports are self -explanatoryand therefore do not call for any further comments.
There are no qualifications or adverse comments in the Auditor's report needingexplanation. The statutory auditors have not reported any incident of fraud to the Auditcommittee in the year under review.
23. Secretarial Auditor
Pursuant to the provisions of section 204 of Companies Act 2013 Ms. Anamika JajooPracticing Company Secretary was re- appointed as the Secretarial auditor by the Board ofDirectors of the company in their meeting held on 30th May 2018 to conduct the secretarialaudit of the company for the financial year 2017-18.The Report of the secretarial auditfor the year ended 31st March2018 is annexed herewith and forming part of the annualreport.
There is a remark made by Secretarial auditor on the audit conducted by her in thereport under review which is as follow:
a) The Company has not transfered all the shares in the name of Investor Education andProvident Fund(IEPF) in respect of which dividend(declared by the company on 5th Nov2010)have not been paid or claimed for seven consecutive years or more.
24. Particulars of Employees
Pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remunera- tion of Managerial Personnel) Rules 2014 there wasno employee who if employed
I) Throughout the financial year was in receipt of remuneration for the year which inthe aggregate was not less than sixty lakh rupees;
II) For a part of the financial year was in receipt of remuneration for any part ofthe year at a rate which in the aggregate was not less than five lakh rupees per month;
III) Throughout the financial year or part thereof was in receipt of remuneration inthat year which in the aggregate or as the case may be at a rate which in theaggregate is in excess of that drawn by the managing director or whole time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company.
In View of above the Company is not required to submit the statement containingdetails as required under Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
25. 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 so as to informthem about 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 compliantreceived from any employee pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
26. Corporate Governance
The Company has been observing the best corporate governance practices and benchmarkingitself against each such practice on an ongoing basis. A separate section on CorporateGovernance as per the Listing Agreement is annexed to the Directors Report and aCertificate from the Statutory Auditors of the Company regarding compliance of theconditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementswith the Stock Exchanges and as per schedule v of SEBI (Listing obligation and disclosurerequirements) 2015 forms part of this Annual Report.
Your company has complied with the requirement of Securities & Exchange Board ofIndia(listing obligations & disclosure requirement)regulation2015 regarding Corporategovernance forms part of this AR along with required certificate from PCS regardingcompliance of the condition of CG as stipulated under said regulation.
27. Management Discussion And Analysis
A detailed chapter on Management Discussion and Analysis as per Clause 49 of theListing Agreement and as per SEBI(Listing obligation and disclosure requirement)2015forming part of the Directors' Report is included in this Annual Report.
28. Material changes and commitments affecting the financial position of the company
There are no material changes and commitments affecting the financial position of theCompany which have been occurred between the end of the financial year i.e. 31stMarch2018 and the date of the signing of directors report i.e. 30th August2018. Furtherno significant or material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company /or the Company's operation infuture.
29. Risk Management
During the year the Audit Committee evaluated the Risk Management Policy of theCompany to make it more focused in identifying and prioritising 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.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite. The policies are reviewed periodically by the Board and updated based on need andnew compliance requirement.. The key policies that have been adopted by us as follows:
1. Archival policy
2. Policy on preservation of documents
3. Policy on disclosure of material events and information
4. Whistle bowler and vigil mechanism policy
5. Insider trading policy
6. Related party transactions policy
7. Risk management policy
8. Policy on corporate social responsibility
31. Winning Award and Certificate of recognition
Chartered Logistics Limited received an award for "Logistics LeadershipAward" in Gujarat Logistics Supply chain & Ware- housing Leadership Awards 2017organised by World CSR Day and World Sustainability Congress on 4th October 2017.
32. Green Initiatives
As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies ofthe Annual Report 2018 and Notice of the 23rd AGM are sent to all members whose emailaddresses are registered with the Company / Depository Participant(s). For members whohave not registered their email addresses physical copies of the Annual Report 2018 andthe Notice of the 23rd AGM are sent in the permitted mode. Members requiring physicalcopies can send a request to the Company Secretary.
Your Directors thank their customers vendors investors and bankers for theircontinued support during the year. We place on record our appreciation of the contributionmade by our employees at all levels. Our consistent growth was made possible by their hardwork solidarity cooperation and support .We also thank the Government of Indiaparticularly the Ministry of Corporate Affairs the Income Tax Department and othergovernment agencies for their support and look forward to their continued support in thefuture.
| ||For and on behalf of Board of Directors |
| ||Lalit Kumar Gandhi |
|Place : Ahmedabad ||(Managing Director) |
|Date : 03.09.2018 ||DIN: 00618427 |