The Shareholders Chartered Logistics Limited
Yours Directors are pleased to present the 25th AnnualReport together with the Audited Accounts of the Company for the year ended on 31st March2020. The Board of Directors of your company are pleased to share the company performanceoperations details of the last financial year 2019-20 & our plans to bounce back postCOVID-19. Due to global slow down due to COVID-19 pandaemic there is global hit in themarket and the company expects that the financial results would be adversely impacted.
1. Financial Summary or Highlights / Performance of the Company(Standalone)
The Board's Report Shall be prepared based on the standalonefinancial statements of company.
(Rs. in Lakhs)
|Particulars ||31/03/2020 ||31/03/2019 |
|Gross Income ||14490.64 ||14238.50 |
|Profit Before Interest and Depreciation ||981.72 ||1100.67 |
|Interest & Finance Charges ||662.75 ||645.12 |
|Depreciation ||309.38 ||257.92 |
|Profit Before Tax ||9.59 ||197.63 |
|Less: Provision for Tax ||0 ||40.62 |
|Deferred Tax Credit ||41.73 ||59.83 |
|Add: MAT Credit entitlement ||0 ||0 |
|Profit/Loss After Tax ||51.33 ||216.84 |
|Other Comprehensive income ||-0.18 ||-2.21 |
|Excess/Short Provision of earlier year ||0 ||0 |
|Net Profit ||51.14 ||214.63 |
The financial statements for the financial year 2019-20 of the companyare prepared in accordance with relevant Indian Accounting Standards(Ind-As) issued by theInstitute of Chartered Accountants of India and form part of this Annual Report asnotified by the Companies Act 2013 read with Companies (Accounts) Rules 2014 and otherrelevant provisions of the Act and Securities and Exchange Board of India(ListingObligations and Disclosure Requirements)Regulations 2015("The SEBI ListingRegulations").
2. Operational and Financial Performance during the year
Your company's operational and financial performance has improvedslightly. During the financial year 2019-20 as compared to previous year during theyear company has reported total income of Rs. 14490.64 Lakhs as against total income ofRs. 14238.50 lakhs in the previous year. The interest and financial expenses have beenincreased this year as compared to previous year. Profit before tax (PBT) has beenreported at Rs. 9.59 Lakhs in the current year as against Profit before tax (PBT) of Rs.197.63 Lakhs in the previous year. The net profit after tax for the current year 2019-20is Rs.51.14 Lakhs as compared to Rs.214.63 Lakhs in the previous year.
Inspite of the tough market conditions and increased prices of thediesel throughout the year company has achieved the position during the year. The spreadof COVID-19 has severely impacted businesses around the globe including India. There hasbeen severe disruption to regular business operations due to lock-down disruption intransportation supply chain and other emergency measures. The Company's offices wereunder lockdown since 24th March 2020 till requisite permission. The management hasconsidered internal and certain external sources of information up to the date of approvalof the financial statements in determining the impact of COVID-19 pandemic on variouselements of its financial statements.
3. Nature of Business
There have been no changes in the nature of business and operations ofyour company during the financial year under review.
4. Business Outlook
For last two decades Chartered Group is scaling new heights in thelogistics industry. We have created an impressive track record of value addition to ourcustomers. Our basic principles behind growth are our values i.e. Honesty and IntegrityCommitment Efficiency Safety. With our ardent passion and focused vision which we haveoutlined as "To BE A PREMIUM LOGISTICS COMPANY WITH FOCUS ON BETTER THAN THEBEST" and our mission is to achieve it. It is unflinching goal of Chartered to becomea force to reckon with and the roadmap has been designed to translate out dreams intoreality.
We have an exciting future ahead. The actions 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 the this financial yearall point towards a great year in the new fiscal 2020-21.The future holds immenseopportunities and we are fully geared to deliver on our commitments to variousstakeholders.
5. Business Strategy
We have introduced a number of strategic initiatives during the year tospur overall growth 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 toyield high levels of cost optimization. These include focusing on location Optimizationdeploying people in the right jobs and eliminating unnecessary costs.
Enhancing sales productivity: We are focusing on reinvigoratingour sales teams and enabling them with better systems training and processes. We havemade all branches of the 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 havealways been of a high order and we want to re-focus on strengthening it further.
6. Material changes and commitments affecting the financialposition of the company
There are no material changes and commitments affecting the financialposition of the Company which have been occurred between the end of the financial yeari.e. 31st March 2020 and the date of the signing of directors report i.e. August 272020.
Barring the adverse financial impact arising out of COVID-19 pandaemicthe effect of the same has been intimated to the Stock Exchange.
7. Publication of financial statements and results
The audited financial statements of the company and all other documentsrequired to be attached thereto are available on the Company's website i.ewww.chartered.co.in. The Company publishes its unaudited standalone financial result whichare subjected to limited review report on quarterly basis.
8. Impact of Coronavirus Pandemic
The global Coronavirus has caused significant economic and socialdisruption worldwide. In view of nationwide lockdown announced by Government of India thebusiness operations were temporary disrupted. The company has resumed its operations inphased manner as per the Government directives.
Your Directors do not recommend any dividend for the year ended2019-20. Further during the year under review no amount was transferred to GeneralReserve.
10. Issue of share capital
During the financial year under report the company has neither madeany issue of equity shares with differential voting rights sweat equity shares or underemployee stock option scheme nor it has made any provision of money for purchase of itsown shares by employees or by trustees for the benefits of the employees.
11. Transfer to reserves
The Board of your company has decided not to transfer any amount to theGeneral reserves for the financial year 2019-2020.
The Company has no Subsidiaries / Associates or Joint venture companiesduring the period under review. As such the requirement for submission of report on theperformance and the financial position of the Subsidiary/ Associate/ Joint venturecompanies is not applicable to the Company.
13. Winning Award and Certificate of recognition
Chartered Logistics Limited received award from JSW Cement for thecontinued support and Exemplary service on 16.10.2019. The company also received"Company of the Year- Transport & Logistics Award" in Transport &Logistics category in Dare to Dream Awards Season 2 organised by Zee Business on Friday11th October 2019.
14. Particulars of Loans guarantees & Investment
Loans Guarantees & investment under Section 186 of Companies Act2013 form part of notes to financial statement provided in this Annual Report.
15. Credit Rating
Your Company is not having credit rating for the year under review.
As on March 31 2020 the Company has no outstanding long-term borrowingand is not categorised 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.
16. Contracts or Arrangements Made With the Related Parties
All related party transactions that were entered during the financialyear were in the ordinary course of the business of the Company and were on arm'slength basis. There were no materially significant related party transactions entered bythe Company with Promoters Directors Key Managerial Personnel or other persons which mayhave a potential conflict with the interest of the Company.
Your Directors have on the recommendation of the Audit Committeeadopted a policy to regulate transactions between your Company and its Related Parties incompliance with the applicable provisions of the Companies Act 2013 the Rules madethereunder and the Securities and Exchange Board of India (Listing Obligations andDisclosures Requirements) Regulations 2015.
The transactions were in ordinary course of business and on arms lengthbasis details of which are provided in Section 134(3)(h) of the Act are disclosed inForm AOC-2 which forms part of Annual report. The same are also given in the Standalonefinancial statement of the company for the year ended 31st March 2020.Apartfrom the above the company has not entered into any transactions with any person orentity belonging to the promoter group which holds 10% or more shareholding in thecompany.
There are no materially significant transactions with the relatedparties during the financial year which were in conflict with the interest of the company.Suitable disclosure as required by the Accounting Standard(AS-18) has been made in thenotes to the financial statements you may refer to related party transactions in the noteof the standalone financial statements.
17. Management Discussion and Analysis
A detailed chapter on Management Discussion and Analysis as per Clause 49 of the Listing Agreement and as per SEBI(Listing obligation and disclosurerequirement)2015 forming part of the Directors' Report is included in this AnnualReport.
18. Fixed Deposits
The company has not accepted any fixed deposits and as such no amountof principal or interest was outstanding as of Balance sheet date.
19. Stock Exchange
The company's shares are listed on Bombay Stock Exchange Limited(BSE) the company has paid necessary listing fees for the year 2020-2021.
20. Dematerialization of Shares
96.90% of the company's paid up equity share capital is indematerialized form as on 31st March 2020 and balance 3.09% is in physicalform. The company's Registrars are Skyline Financial Services Private Limited havingtheir office at D-153-A 1st Floor Okhla Industrial Area Phase-I NewDelhi-110020 Delhi.
21. Employee Stock Option Scheme
The company has not issued any Employee Stock Option Plans. As such noEmployee Stock Option Schemes have been framed.
All the properties of the company have been adequately insured.
23. Payment of the obligations to financial institutions
The Company has not defaulted in payment of its obligations to anyfinancial institutions during Financial Year 2019-20.
24. Board & Committees
(a) Board Composition
As on date of this report your company is in conformity with Section149 of the Companies Act 2013 and Regulation 17 of SEBI Listing regulations whichstipulates that the Board should have optimum combination of Executive and Non-Executivedirectors with atleast 1 woman director and atleast 50% of the board should consist ofIndependent directors as the Chairman of the board is an executive director.
As on March 31 2020 the board comprised of 5 directors. Out of these1 is Managing Director 1 executive director 3 independent director and out of 3 1 iswoman independent director.
|LalitKumar Gandhi ||Managing Director |
|Harsh Gandhi ||Executive Director |
|Ashok Kavdia* ||Independent Director |
|Bhumika Rajput* ||Independent Director |
|Sandeep Shah ||Independent Director |
*Ms.Bhumika Rajput was appointed on 25th November 2019whereas Ms.Mittal Mistry ceased from the position of Independent Woman Director on 25thNovember 2019.
* Hemaram Choudhary was appointed on 10th August 2020whereas Mr.Ashok Kavdia ceased from 23rd July 2020.
(b) Directors Retiring by Rotation:
Pursuant to provisions of Section 152 of Companies Act 2013 and inaccordance with the Articles of Association of the Company Mr. Harsh Gandhi Director ofthe company retires by rotation at ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of Directors recommends his re-appointment.
(c) Appointment of directors during the year:
During the financial year under review the Board of the Company onrecommendations of the NRC inter-alia approved the following appointments on the Boardof Directors of the Company subject to approval of Shareholders of the Company.
Ms.Bhumika Rajput Independent Woman Director
The Board of Directors of the Company based on the recommendation ofthe NRC appointed Ms.Bhumika Rajput as an
Additional Independent Director with effect from November 25 2019.Ms.Bhumika Rajput holds office as an Additional Director up to the date of the ensuing AGMof the Company.
Ms.Bhumika Rajput is a professional who holds degree from ICSI. She ishaving knowledge about logistics sector and corporate planning understanding regulatoryenvironment etc.
Mr.Sandeep Shah Independent Director
The Board of Directors of the Company by circular resolution on 30thMarch 2020 based on the recommendation of Nomination and Remuneration Committee at itsmeeting approved his re-appointment as an Independent Director for another tenue of 5years w.e.f. 31st March 2020 to 30th March 2025.
Mr. Sandeep Shah is a Chartered Accountant and has got M.Com'sdegree as well. Mr. Sandeep Shah is serving the company as an Independent director for thesecond term. Mr.Sandeep Shah is also serving as Director in RCC Limited and OswalInfrastructure Limited.
Mr.Hemaram Choudhary Independent Director
The Board of Directors of the Company based on the recommendation ofthe NRC appointed
Mr.Hemaram Choudhary as an Additional Independent Director witheffect from August 10 2020..
Mr.Hemaram Choudhary holds office as an Additional Director up tothe date of the ensuing AGM of the Company.
Mr.Hemaram Choudhary has done PGDM in Supply Chain Management and ishaving knowledge about logistics sector and operations.
(d) Resignation of Directors:
Ms.Mittal Mistry Independent Woman Director of the company steppeddown from the board of the company with effect from the close of business hours onNovember 25 2019 consequently she also ceased from all the committees of your company.
Mr.Ashok Kavdia Independent Director stepped down from the board ofthe company with effect from the close of business hours on July 23 2020 consequently healso ceased from all the committees of your company.
(e) Independent Directors:
In terms of the definition of Independence' of Directors asprescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges andSection 149(6) of the Companies Act 2013 Mr. Sandeep Shah Mr. Hemaram Choudhary andMs.Bhumika Rajput are the Nonexecutive Independent Directors on the Board of theCompany.
The existing tenure of Mr.Sandeep Shah ended on 31st March2020. The Board considers that her continued association would be of immense benefit tothe Company and it is desirable to continue to avail his services as an IndependentDirector. Accordingly the Board of Directors of the Company by circular resolution on 30thMarch 2020 based on the recommendation of Nomination and Remuneration Committee at itsmeeting approved his re- appointment as an Independent Director for another tenure of 5years w.e.f. 31st March 2020 to 30th March 2025 in accordancewith the provisions of Sections 149 150 152 read with Schedule IV and any otherapplicable provisions of the Act and regulations 16(1)(b) 17(1A) and read with otherapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification(s) or re- enactment thereof forthe me being in force) subject to approval of shareholders by way of special resolutionat the ensuing 25th Annual General Meeting of the Company.
Ms. Bhumika Rajput was appointed as an Additional Woman IndependentDirector on 25th November 2019 to fill the casual vacancy of Ms. Mittal Mistrysubject to the approval of shareholders by way of special resolution at the ensuing 25thAnnual General Meeting of the Company.
Mr.Ashok Kavdia has resigned with effect from the close of businesshours on July 23 2020 consequently he also ceased from all the committees of yourcompany.
Mr. Hemaram Choudhary Was Appointed as Additional Independent Directoron 10th August 2020.
Ms.Mittal Mistry Independent Woman Director has resigned from theclose of business hours on November 25 2019 consequently she also ceased from all thecommittees of your company.
The Independent Directors have given declarations confirming that theymeet the criteria of independence as prescribed both under the Companies Act 2013 andClause 49 of the Listing Agreement with the Stock Exchange read with SEBI(Listingobligation and disclosure requirement) 2015. There has been no change in the circumstancesaffecting their status as Independent directors.
(f) Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 and as per SEBI(Listing obligation and disclosure requirement)2015 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.
In accordance with the provisions of Section 150 of the Act read withthe applicable rules made thereunder the Independent Directors of the Company haveregistered themselves in the Independent Directors data bank maintained by the IndianInstitute of Corporate Affairs ("IICA"). The Independent Directors unlessexempted are required to pass an online proficiency self-assessment test conducted byIICA within one year from the date of their registration on IICA databank.
(g) Key Managerial Persons(KMP):
Ms. Bhumika Rajput was appointed as Additional Woman IndependentDirector w.e.f 25th November 2019 and on the same day resignation of Ms.MittalMistry was considered.
Mr.Hemaram Choudhary is appointed as Additional Independent Directorw.e.f. 10th August 2020 and Mr.Ashok Kavdia resigned on 23rd July2020.
As on the date of this report the following persons are the KeyManagerial Personnel(s) of the Company:
|a) LalitKumar Gandhi ||Managing Director |
|b) Harsh Gandhi ||Executive Director |
|c) Hemaram Choudhary ||Independent Director |
|d) Sandeep Shah ||Independent Director |
|e) Bhumika Rajput ||Independent woman director |
|f) Ms.Mamta Patel ||Chief Financial Officer (CFO) |
|g) Ms.Khushi Bhatt ||Company Secretary |
(h) Performance evaluation of the Board
In accordance with the provision of regulations 17(10) of the SEBI(Listing obligations and Disclosure Requirements) 2015 and schedule iv of the CompaniesAct 2013 evaluation of performance of Independent Directors by the Non-IndependentDirectors and review of the performance of Non-Independent Directors and the Board as awhole by the Independent Directors was made during the financial year under report. TheDirectors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
( I ) Directors Responsibility Statement
As per the Section 134(5) of Companies Act 2013 the Board herebysubmits its responsibility statement. The company prepares its financial statement inaccordance with IND AS.
a. In preparation of annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.
b. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period.
c. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d. The directors had prepared the annual accounts on a goingconcern basis; and
e. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively
f. The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
25. Disclosures regarding Meeting
(a) Number of Board Meetings:
The Board of Directors met six(6) times during the year. Thedetails of Board meetings and attendance of directors are provided in the CorporateGovernance report which forms part of this report. i.e.29.05.2019 09.08.2019 21.08.201912.11.2019 25.11.2019 08.02.2020. The company had passed a circular resolution for re-appointment of Mr.Sandeep Shah on the meeting held on 30.03.2020.
Separate Meeting of Independent Directors
The independent directors of your company meets atleast once in theyear without presence of the Non-Independent director CFO of the company. Your companyhas received annual declaration from all Independent directors of company confirming thatthey meet with Section149(6) of Companies Act 2013 and regulation 16(1)(b) and 25 ofSEBI(Listing Obligation and Disclosure Requirement)Regulation 2015 and there has been nochange in the circumstances which may affect their status as Independent director duringthe year.
A separate meeting of Independent directors of the Company was held on 29thJune 2020 in accordance with the provisions of clause vii of the schedule iv of theCompanies Act 2013.The Independent director reviewed performance of Non-Independentdirector and board as whole; taking into account the views of executive and non-executivedirectors and assessed quality quantity and timeliness of flow of information betweencompany management and board that is necessary for Board to effectively and reasonablyperform their duties.
(b) Annual General Meeting:
The 24th Annual General Meeting was held on MondaySeptember 23 2019.
(c) Attendance of Directors:
Details of attendance of meetings of the Board and the AGM are includedin the section titled Report on Corporate Governance which forms part of this AnnualReport.
26. Disclosures regarding Committees:
The Board has constituted various statutory committees in compliancewith the requirements of the Act and the SEBI Listing Regulations viz. Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders' Relationship Committee.
The details of composition of the Statutory Committees their terms ofreference meetings held and attendance of the Committee Members thereat during thefinancial year 2019-20 is provided in the section titled Report on Corporate Governancewhich forms part of this Annual Report.
The board has accepted all the recommendations made by the Auditcommittee during the year.
27. Corporate Governance
The Company has been observing the best corporate governance practicesand benchmarking itself against each such practice on an ongoing basis. A separate sectionon Corporate Governance as per the Listing Agreement is annexed to the Directors Reportand a Certificate 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.
The company is committed to transparency in all its dealings and placeshigh emphasis on business ethics. Your company has complied with the requirement ofSecurities & Exchange Board of India (listing obligations & disclosurerequirement)regulations 2015 regarding Corporate governance forms part of this AR alongwith required certificate from PCA regarding compliance of the condition of CorporateGovernance as stipulated under said regulation.
(a) Vigil Mechanism/Whistle Blower Mechanism
The company pursuant to section 177 of Companies Act 2013 read alongwith the rules made thereunder and Regulation 22 of SEBI LODR have established vigilmechanism for Directors and Employees to report concerns about has adopted a WhistleBlower Policy establishing vigil mechanism to provide a formal mechanism to the Directorsand employees to report their concerns about unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct or ethics policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The policy of vigil mechanism is available on the Company's website.
(b) Disclosure Under The Sexual Harassment of Women AtWorkplace(Prevention Prohibition And Redressal) Act 2013
The Company has been employing women employees in various cadres. Apolicy of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 has also been laid and circulated to every female employee of theCompany so as to inform them about the redressal mechanism available to them in the casesof such harassment. Your Directors state that during the year under review there were nocases filed or compliant received from any employee pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
|No. of complaints filed during the year ||No. of complaints disposed off during the year ||No. of complaints pending |
|Nil ||Nil ||Nil |
(c) Risk Management
During the year the Audit Committee evaluated the Risk ManagementPolicy of the Company to make it more focused in identifying and prioritising the risksrole of various executives in monitoring. The Audit Committee evaluated various risks andthat there is no element of risk identified that may threaten the existence of theCompany.
28. Corporate Social Responsibility
The Board of your company has formed CSR committee in compliance withthe requirements of Section 135 of the Act. The role of the Committee includes formulationand recommending 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 CSRcommittee. The Company chooses its CSR programs among many options in the CSR committeeand board meetings and does not get persuaded by any external influences other than thoseshort listed in the best spirit and which can add the social value in the pragmatic andidealistic sense. In line with the Company's CSR policy your company's CSRefforts continue to be directed towards community welfare education vocational skillstraining. Your company is committed to transparency in all its dealings and places highemphasis on business ethics. A report on Corporate Governance along with a certificatefrom Practicing Chartered Accounts regarding compliance with the conditions of Corporategovernance as stipulated under Schedule V of the Listing regulations form part of Annualreport.
For the Financial year 2019-2020 the company is not required to complywith CSR norms as it is applicable to companies which has (a) net worth of more than 500crore (b) turnover of more than 1000 crore (c) net profit of more than 5 crore. So CSR isnot applicable this year.
29. Particulars Regarding Conservation Of Energy/ TechnologyAbsorption/ Foreign Exchange Earnings & Outgo
The disclosures to be made under Section 134 (3) (m) of the CompaniesAct 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 pertaining toconservation of energy and technology absorption and foreign exchange earnings and outgoare not applicable 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) Rules 1988.
We seek to promote and follow the highest level of ethical standards inall our business transactions guided by our value system. The SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 mandated the formulation of certainpolicies for all listed companies. All our corporate governance policies are available onour website. The policies are reviewed periodically by the Board and updated based on needand new 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
Nomination and Remuneration Policy
The Board on recommendation of the Nomination & Remunerationcommittee The Company follows a policy on remuneration of directors and senior managementemployees The policy has been approved by the Nomination & Remuneration Committeeand the Board of Directors. More details has been given in Corporate Governance report.
(a) Annual Report
The Annual Return of the Company for the financial year under reviewprepared in compliance with Section 92 of the Act and Rules framed thereunder inprescribed Form No. MGT 7 is placed on the website of the Company and can be accessed atthe web link: www.chartered.co.in The Extract of Annual Return in form MGT-9 as persection 92(3) of Companies Act 2013 duly certified by Practicing Company Secretary isannexed hereto and forms the part of this report.
(b) Insider Trading Regulations
Based on the requirements under SEBI( Prohibition of Insider Trading)Regulations 2005 as amended from time to time the code of conduct for prevention ofinsider trading & code for corporate disclosures are in force. The Company has adoptedCode of Conduct for prevention of Insider Trading with a view to regulate trading insecurities by the Directors & designated persons of the company as perSEBI(Prohibition of Insider Trading) Regulations 2015.
The board is responsible for implementation of the code.
(c) Compliance with Secretarial Standards
The directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards viz Secretarial Standard-1 on BoardMeetings(SS-1) and the Secretarial Standard-2 on General Meetings(SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government and thatsuch systems are adequate and operating effectively.
During the year under review your company followed compliance withapplicable Secretarial Standards-SS-1 and SS-2.
(d) Transfer to IEPF
As required under section 124 of the Act Unclaimed dividend amountaggregating lying with the Company has been transferred to Investor Education andProtection Fund (IEPF) established by the Central Government. Further as required undersection 124 of the Act equity shares in respect of which dividend has not been claimedby the members for seven consecutive years or more is in process of getting transferredto Investor Education and Protection Fund (IEPF) .Details of Unclaimed dividend have beenuploaded on the website of the Company. The Company has appointed Mr.Lalit Kumar Gandhi asthe Nodal Officer to ensure compliance with the IEPF Rules.
32. Auditors & Audit report
(a) Statutory Auditors & Audit report:
In accordance with Section 139 of the Companies Act 2013 and rulesmade thereunder M/s Vidya & Co. Chartered Accountants Ahmedabad werere-appointed as Statutory Auditors the Company has received a certificate from the aboveAuditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013. The said appointment is subject toratification by the members every year. However the requirement of ratification ofappointment of Statutory auditors under proviso to Section 139 of the Companies Act 2013was done away with under the Companies( Amendment) Act 2017. As such your Board does notseek members ratification for their re- appointment.
The notes to the accounts referred to in the Auditors Reports are self-explanatory and therefore do not call for any further comments.
There are no qualifications or adverse comments in the Auditor'sreport needing explanation. The statutory auditors have not reported any incident offraud to the Audit committee in the year under review.
(b) Internal Auditors
In accordance with the provisions of section 138 of the Companies Act2013 and rules framed there under your company has re- appointed M/S Gandhi Gandhi &Co. a firm of Practising Chartered Accountants as the internal Auditors of the Company inthe Board meeting held on August 10 2020 to conduct the internal audit of the functionsand activities of the company for the financial year 2020-2021.
(c) Secretarial Auditor
Pursuant to the provisions of section 204 of Companies Act 2013 Ms.Anamika Jajoo Practicing Company Secretary was re- appointed as the Secretarial auditorby the Board of Directors to conduct the secretarial audit of the company for thefinancial year 2020-2021.The Report of the secretarial audit for the year ended 31stMarch 2020 is annexed herewith and forming part of the annual report.
There is a remark made by Secretarial auditor on audit conducted by herin the report under the review which is as follow:
The Company has not transferred all the shares in the name of InvestorEducation and Provident Fund in respect of which dividends (declared by company as on 5thNovember 2010 20th July 2011 and 25th October 2011) have not beenpaid or claimed for seven consecutive years or more
Reply: Pursuant to the provisions of Section 124(6) of theCompanies Act 2013 and the Rules made thereunder the shares pertaining to the unclaimeddividend for the FY 2010-11 2011-12 were not transferred to the demat account of InvestorEducation and Protection Fund(IEPF) due to inadvertence and oversight the company will betransferring the same in this financial year. The Company is in Process of TransferringThe Shares.
Secretarial Compliance report:
Pursuant to Regulation 24(A) of SEBI (Listing obligations andDisclosure Requirements)Regulations 2015 and other provisions as may be applicable thecompany has obtained the Secretarial compliance report from Ms. Anamika Jajoo PracticingCompany Secretary. The report is annexed herewith.
33. Internal Financial Controls
Your Company has established and maintained a framework of internalfinancial controls and compliance systems. Based on the same and the work performed by theinternal auditors statutory auditors and the reviews performed by Top Management team andthe Audit Committee your Directors are of the opinion that your Company's InternalFinancial Controls were adequate and effective during the financial year 2019-2020.Further the statutory auditors of your company has also issued an attestation report oninternal control over financial reporting (as defined in section 143 of Companies Act2013) for the financial year ended March 31 2020 which forms part to the StatutoryAuditors report.
The Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/events related to theseitems during the financial year under review:
(a) Issue of equity shares with differential rights as to dividendvoting or otherwise;
(b) Issue of sweat equity shares to employees of the Company underany scheme;
(c) Significant or material orders passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company'soperations in future;
(d) Raising of funds through Preferential Allotment or QualifiedInstitutions Placement;
(e) Voting rights which are not directly exercised by the employeesin respect of shares for the subscription purchase of which loan was given by the Companyas there is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under Section 67(3)(c) of the Act);
(f) Suspension of trading of equity shares of the Company.
35. Green Initiatives
As per the Green initiative of Ministry of Corporate affairs (MCA)Electronic copies of the Annual Report 2019-2020 and Notice of the 25th AGM aresent to all members whose email addresses are registered with the Company / Depository
Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2019- 2020 and the Notice of the 25th AGMare sent in the permitted mode. Members requiring physical copies can send a request tothe Company Secretary.
As the global COVID-19 pandemic continues to put pressure on worldeconomy we acknowledge and thank all at the forefront fighting this pandemic and riskingtheir lives for us. Our priority has been the safety of our employees customers vendorsand strict adherence to government norms. The Board of your Company conveys its deepgratitude and appreciation to all the employees of the Company for their tremendousefforts as well as their exemplary dedication and contribution to the Company'sperformance. We also acknowledge and appreciate the invaluable support and contribution ofall our Business Associates who continue their loyal partnership with our Company in thesetrying times.
The Directors would also like to thank its Shareholders CustomersVendors Business Partners Bankers Government and all other Business Associates fortheir continued support to the Company and the Management.
We also thank the Government of India particularly the Ministry ofCorporate Affairs the Income Tax Department and other government agencies for theirsupport and look forward to their continued support in the future.
|For and on behalf of Board of Directors || |
|Lalit Kumar Gandhi ||Place: Ahmedabad |
|(Managing Director) ||Date: August 27 2020 |
|DIN: 00618427 || |