THE MEMBERS OF
CORPORATE COURIER AND CARGO LIMITED
The Directors have pleasure to present 32nd Annual Report and Audited AnnualAccounts of your company for the year ended on 31st March 2018.
1. FINANCIAL HIGHLIGHTS:
| || ||(Rs. In Lakhs) |
|Particulars ||Year ended 31/03/2018 ||Year ended 31/03/2017 |
|Gross Income ||38.12 ||48.61 |
|Profit Before Interest and Depreciation ||1132.40 ||1597.60 |
|Finance Charges ||- ||- |
|Net Profit ||27.69 ||17.14 |
|Provision for Depreciation ||- ||- |
|Net Profit Before Tax ||27.69 ||17.14 |
|Provision for Tax ||5.6 || |
|Net Profit After Tax ||22.09 ||17.14 |
|Other Comprehensive Income ||(11.39) ||(1.34) |
|Total Comprehensive Income after Tax ||10.70 ||18.48 |
2. Management Analysis and Discussions
Discussion on financial performance with respect to operational performance
During the year your Company earned total revenues of Rs.38.12 lacs compared with Rs.48.61 lacs during the previous year reflecting a growth of (27.51)% over the previousyear. The profit before tax stood at Rs. 27.69 lacs as compared to Rs. 17.14 lacs in theprevious year. The Company has made a provision of tax totaling to Rs. 5.6 lacs and theprofit after tax stood at Rs. 22.09 lacs for the current year.
The Operating Profit (earnings before depreciation and interest and tax) decreased fromRs. 48.61 lacs to Rs.38.12 lacs.
3. PERFORMANCE REVIEW & FUTURE OUTLOOK:
a) Contract >lnr 5 Million Secured By Civil Construction Business Segment Of TheCompany.
b) The Management is also actively exploring revenue opportunities in Logisticsbusiness segment.
The Company is exposed to variety of risks such as credit risk economy risk interestrate risk liquidity risk and cash management risk among others. The Company hasEnterprise Risk Management Framework which involves risk identification risk assessmentand risk mitigation planning for the Company. The Company's objectives and expectationsmay be forward looking within the meaning of applicable laws and regulations.
With a view to plough back the profits of the Company and keeping in mind the expansionof business activities the Board of Directors consider it prudent and recommend notdeclaring any dividend for the year ended March 31 2018.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Provisions of Sec. 125 (2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.
6. TRANSFER TO RESERVES
The Company has transferred Rs. 22.09 Lakhs amount to reserves.
7. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations except for the order passed by National Company Law Tribunal Mumbai Bench onAugust 09 2018 for approving the Scheme of Arrangement for the Demerger under Sections230 to 232 of the Companies Act 2013 between matter of Scheme of Arrangement betweenCorporate Courier And Cargo Limited (Transferor Company) and Harish Textile EngineersPrivate Limited (Transferee Company no.1) and Mahesh Developers Private Limited(Transferee Company no.2).
8. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your company does not have any Subsidiary companies associate companies and jointventures.
9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BYAUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended 31st March 2018 does not contain any qualifications reservations or adverseremarks. The Secretarial Audit report does not contain any qualification reservation oradverse remark from Secretarial Auditor.
10. BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION
During the year the Board has carried out an annual evaluation of its own performance& performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee which as per theprovisions of Companies Act 2013 has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors. The criteria for Board Evaluation inter alia include degree of fulfillment ofkey responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.
Criteria for evaluation of individual Directors include aspects such as attendance andcontribution at Board/ Committee Meetings and guidance/ support to the management outsideBoard/ Committee Meetings. In addition the Chairman was also evaluated on key aspects ofhis role including setting the strategic agenda of the Board encouraging activeengagement by all Board members and motivating and providing guidance to the Management.Criteria for evaluation of the Committees of the Board include degree of fulfillment ofkey responsibilities adequacy of Committee composition and effectiveness of meetings. Theprocedure followed for the performance evaluation of the Board Committees and Director isdetailed in the Directors' Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Company.
Mr. Ritesh Patel Director (Din 00700189) retires by rotation and being eligible hasoffered himself for re-appointment. The Board recommends the resolutions for your approvalfor the above appointments.
Mr. Akash Patel Director (Din 06839168) retires by rotation and being eligible hasoffered himself for re appointment. The Board recommends the resolutions for your approvalfor the above appointments
Pursuant to the provisions of Section 203 of the Act there has been no change in thekey managerial personnel during the year.
12. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES
Your company has not paid any managerial remuneration during the period under reviewtherefore no Disclosures in the Board Report as required under Rule 5(2) of Companies(Appointment & Remuneration) Rules 2014 is provided and further your Company also hasnot employed any person at a remuneration in excess of the limit set out in the saidRules.
13. SCHEME OF ARRANGEMENT
During the year under review National Company Law Tribunal Mumbai Bench on August09 2018 for approving the Scheme of Arrangement for the Demerger under Sections 230 to232 of the Companies Act 2013 between matter of Scheme of Arrangement between CorporateCourier And Cargo Limited (Transferor Company) and Harish Textile Engineers PrivateLimited (Transferee Company no.1) and Mahesh Developers Private Limited (TransfereeCompany no.2).
14. POLICY ON REMUNERATION FOR MANAGING DIRECTOR (MD')/EXECUTIVE DIRECTORS(ED')/KEY MANAGERIAL PERSONNEL (KMP')/ REST OF THE EMPLOYEES:
The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements. Basic/ fixed salary is provided to all employees to ensure that there is asteady income in line with their skills and experience.
In addition the Company provides employees with certain perquisites allowancesand benefits to enable a criteria in level of lifestyle and to offer scope for savings.The Company also provides all employees with a social security net subject to limits bycovering medical expenses and hospitalization through re-imbursements or insurance coverand accidental death and dismemberment through personal accident insurance. The Companyprovides retirement benefits as applicable.
In addition to the basic/ fixed salary benefits perquisites and allowances asprovided above the Company provides MD/ EDs such remuneration by way of commissioncalculated with reference to the net profits of the Company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Companies Act 2013. The specific amount payable to the MD/ EDs wouldbe based on performance as evaluated by the NRC and approved by the Board.
The Company provides the rest of the employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company.
No Director of the Company draws remuneration from the Company.
15. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OFDIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178(3) of the Companies Act 2013.
In accordance with the above criteria a Director will be considered as anIndependent Director' if he/ she meet with the criteria for IndependentDirector' as laid down in the Act.
A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is also ensured that theBoard has an appropriate blend of functional and industry expertise. While recommendingthe appointment of a Director the Nomination and Remuneration Committee considers themanner in which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.
In addition to the duties as prescribed under the Act the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior stronginterpersonal and communication skills and soundness of judgment. Independent Directorsare also expected to abide by the Code for Independent Directors' as outlined inSchedule IV to the Act.
16. REMUNERATION FOR INDEPENDENT DIRECTORS AND NON-INDEPENDENT NON EXECUTIVE DIRECTORS:
Independent Directors (ID') and non-independent non-executive Directors(NED') may be paid sitting fees for attending the Meetings of the Board and ofCommittees of which they may be members and commission within regulatory limits asrecommended by the Nomination and Remuneration Committee (NRC') and approved by theBoard.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate
Directors aligned to the requirements of the Company; taking into consideration thechallenges faced by the Company and its future growth imperatives. Remuneration paidshould be reflective of the size of the Company complexity of the sector/ industry/Company's operations and the Company's capacity to pay the remuneration and be consistentwith recognized best practices.
The aggregate commission payable to all the NEDs and IDs will be recommended bythe NRC to the Board based on Company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board. The NRC will recommend to the Board the quantum of commission foreach Director based upon the outcome of the evaluation process which is driven by variousfactors including attendance and time spent in the Board and Committee Meetingsindividual contributions at the meetings and contributions made by Directors other than inmeetings.
The remuneration payable to Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.
17. BOARD AND COMMITTEE MEETINGS
Ten Board Meetings were convened and held during the year i.e. on April 28 2017 May03 2017 May 29 2017 June 02 2017 June 15 2017 August 04 2017 August 14 2017September 01 2017 December 14 2017 and February 13 2018.
The Board has constituted an Audit Committee as well as Nomination & RemunerationCommittee with Mr. Pratik Mehta Mr. Akash Patel Mrs. Meena Mistry as Members. There havenot been any instances when recommendations of the Audit Committee were not accepted bythe Board.
The intervening gap between the Meetings was within the period prescribed under theAct.
(1) Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. R H Modi & Co. Chartered Accountants (ICAI Firm Registration No. 106486W) hadbeen appointed as the statutory auditors of the Company for a term of five consecutiveyears at the AGM held in the year 2017.
Auditors have confirmed that they are not disqualified to act as Auditors and areeligible to hold office as Auditors of your Company. They have also confirmed that theyhold a valid peer review certificate as prescribed under Listing Regulations.
(2) Secretarial Auditor Report
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Gaurang Shah a Company Secretary in Practice to undertake theSecretarial Audit of the Company for the March ended 31 2018. The Secretarial AuditReport is annexed as Annexure I to this report.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
19. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. In accordance withRegulation 15 of the SEBI (LODR) Regulations 2015 various corporate governancerequirements does not apply to the Company. Therefore no separate section on Management'sDiscussion and Analysis Corporate governance is annexed.
20. HUMAN RESOURCE MANAGEMENT (MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIALRELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED)
Your Company's core strength is its people. To bring in more business focus and totalownership your Company's business organizational structure has been redesigned. This isexpected to allow better growth and reward opportunities for talent while simultaneouslydelivering better value to shareholders. Your Company has HR policy that elaborates oneach aspect of human resource management including recruitment employee development &training staff welfare administration services & recreation events. The Companyoffers a growth environment aloqg with monetary benefits in line with industry standards.
The Company has a number of employee initiatives to attract retain and develop talentin the organization.
Your Company encourages regular training and development program. Continuous trainingis imparted in advanced technologies managerial and soft skills for the employees toenhance their skill-sets in alignment with their respective roles. The major thrustcontinues in the effort to bring about measurable change in training coverage andeffectiveness increasing the Leadership and Development opportunities for every staffmember.
Company's people centric focus providing an open work environment fostering continuousimprovement and development helped several employees realize their career aspirationsduring the year. Company has continually adopted structures that help attract bestexternal talent and promote internal talent to higher roles and responsibilities.
Employee Retention is a key focus area. The Company has initiated various measures toenhance the retention of employees during the year which includes employee engagementsurveys transparent Performance Management System and connect to maintainemployee-friendly culture in the organization.
21. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company.
22. Documents Placed on the Website
The following documents have been placed on the website in compliance with the Act
Financial statements of the Company along with relevant documents.
Details of Vigil mechanism for directors and employees to report genuineconcerns as per proviso to Section 177(10).
The terms and conditions of appointment of independent directors as per ScheduleIV to the act.
Code of Conduct
Nomination and Remuneration Policy
23. PARTICULARS OF THE EMPLOYEES
The information as required under Section 197 of the Act and rules made there-under isnot applicable as none of the employees are in receipt of remuneration which exceeds thelimits specified under the said rules.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS MADE BYAUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended 31st March 2018 does not contain any qualifications reservationsor adverse remarks. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark from Secretarial Auditor.
25. SHARE CAPITAL:
Rs 71527000 divided into 7152700 Equity shares of Rs. 10 each as on 31stMarch 2018 since the Company has issued & allotted 1200000 Equity shares of Rs. 10each including at a premium of Rs. 4.5 each to convert the loan from its UnsecuredCreditor.
As on 31st March 2018 none of the Directors of the Company held shares ofthe Company.
a. Buyback of Securities: The Company has not bought back any of the securities duringthe year under review.
b. Sweat Equity: The Company has not issued any sweat equity shares during the yearunder review.
c. Employee Stock Option Plan: The Company has not provided any stock options to theemployees.
27. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE COMPANIES ACT 2013:
Your Company has not accepted any fixed deposits covered under chapter V of theCompanies Act 2013 and as such no amount of principal or interest was outstanding onthe date of Balance Sheet.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of energy technologyabsorption as required under Section 134(3)(m) of the Companies Act 2013 read with Rulesthere under.
B. Foreign exchange earnings and outgo:
|Sr. No. ||Particulars ||Amt |
|1 ||Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2 ||Foreign Exchange outgo in terms of actual outflows during the year ||Nil |
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company is committed to improve quality of lives of people in the community itsserves through long term stakeholder value creation with special focus on skillsdevelopment. The Company does not have to mandatorily constitute a Corporate SocialResponsibility (CSR) Committee in accordance with Section 135 of the Companies Act 2013.The company fully understands its role in society and is committed for sustainable &inclusive growth of people & the environment around its business.
30. DIRECTORS' RESPONSIBILITY STATEMENT
The directors report that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial of the profitand loss account of the company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
31. DECLARATION ON INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.
32. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment and has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at the Workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under. The Company has not received any complaintof sexual harassment during the financial year2017-18.
33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns aboujt7unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.The Policy provides for adequate safeguards against victimization of employees who availof the mechanism. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee.
34. LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed only with BSE Limited. We confirm thatyour Company has paid the listing fees for the financial year 2018-2019.
35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year the Company has not given any loan or guarantee or provided securityor has made any investment which would be required to be reported under section 186 of thecompanies Act 2013. The closing balances of investments which would be covered underSection 186 of the Companies Act 2013 are disclosed in the Schedule of Non-CurrentInvestments in the Financial Statements. The Company has not granted any Loans andGuarantees.
36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
The contracts or arrangements entered into by the Company with Related Parties havebeen done at arm's length and are in the ordinary course of business and are immaterial innature. The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto have beendisclosed in Form No. AOC-2 as Annexure-ll.
37. THE EXTRACT OF ANNUAL RETURN
Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the CompaniesAct 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules 2014 is annexed hereto and forms part of thisreport.
38. INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
The Audit Committee along with Management overseas results of the internal audit andreviews implementation on a regular basis.
39. RISK MANAGEMENT
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. As a formal roll-out all business divisions and corporate functions willembrace Risk Management Policy and Guidelines and make use of these in their decisionmaking. Key business risks and their mitigation are considered in the annual/strategicbusiness plans and in periodic management reviews. The risk management process in ouri^ulti-business multi-site operations over the period of time will become embedded intothe Company's business systems and processes such that our responses to risks remaincurrent and dynamic.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
Your Directors wish to place on record their appreciation for the whole hearted andsincere cooperation the Company has received from its bankers and various Governmentagencies. Your Directors also wish to thank all the employees for their co-operation.
| || |
For and on behalf of the Board of Directors
| || |
CORPORATE COURIER AND CARGO LIMITED
| ||Ritesh Patel ||Akash Patel |
| ||Director ||Director |
|Date: August 30 2018 ||Din:00700189 ||Din:06839168 |
|Place: Mumbai || || |