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Maheshwari Logistics Ltd.

BSE: 538394 Sector: Others
NSE: MAHESHWARI ISIN Code: INE263W01010
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Maheshwari Logistics Ltd. (MAHESHWARI) - Director Report

Company director report

BOARD'S REPORT

To

The Members

Maheshwari Logistics Limited

Your Directors take pleasure in presenting their 12th Annual Report on the business andoperations of the company together with the Audited financial statements for the FinancialYear ended 31st March 2018.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31st March 2018 and theprevious financial year ended 31st March 2017 is given below:

Particulars 31st March 2018 31st March 2017
Net Sales/Income from Business operations 8701077377 7380054250
Other Income 34742094 20695159
Less: Total income 8735819471 7400749410
Less: ExpensefExcluding depreciation) 8482805721 7194705782
Profit before Depreciation 253013750 206043628
Less: Depreciation 74088605 48863464
Profit before Exceptional & extra-ordinary items & Tax 178925145 157180164
Less: Exceptional Item - -
Add/Less: Extra Ordinary Items - -
Profit before Tax 178925145 157180164
Less: Deferred tax 16124990 8771390
Less: Wealth tax - -
Less: Income tax 46747018 50013642
Less: Previous year adjustment of income tax (419858) 1195800
Net Profit/ (Loss) after Tax for the year 116472995 97199332
Net Profit after Dividend Tax 116472995 97199332
Amount Transfer to General Reserves 116472995 97199332
Balance carried to the Balance Sheet - -
Earnings per share (Basic) 7.87 12.06
Earnings per share (Diluted) 7.87 12.06

BUSINESS OPERATIONS:-

Currently in India the economy and marketplace is undergoing rapid changes andtransformation. The volatility in the macro economy during the FY 2017-18 continued tocast its shadow and most of the markets where the Company operates were impacted. Inpresent environment the Companies are operating in a marketplace where the survival of thefittest is the law. Under such market conditions the Company recorded an exemplaryfinancial performance. The major factors contributing for such performance and growthacross all the geographies and industry verticals was the Company's customer-centricapproach and its ability to innovate customer specific products focus on pricingdisciplined execution of complex projects and the rigor in strong internal processes. Thiscoupled with favorable foreign exchange rate provided better profit margin.

The business operations of the Company during the year was satisfactory the Companyhas achieved remarkable growth in the Kraft paper division which was newly set-up in theyear July- 2015 with the installed capacity of production 90000 metric P.A. for thecurrent year 2017-18. Company installed captive power plant which will reduce the cost ofthe production and save the energy cost of the company.

In Logistics unit the Board of Directors are hoping positive market conditions companyis giving efforts to capture the new areas to provide transportation services likeapproaching some areas of Madhya Pradesh and Maharashtra. In Coal unit the Board ofDirectors are planning to improve the Geographical presence by emerging in new markets ofthe countries like South Africa Australia and planning to increase the sale of coal inthe domestic market.

TRANSFER TO RESERVES:-

The board of Directors of the company has transferred amount of Rs. ll6472995/-toits Reserves & surplus Account during the Financial Year 2017-18.

STATE OF COMPANY'S AFFAIR:-

The performance of the company is note-worthy. The Net profit of the company afterTaxation has increased to Rs.116472995/- as compared to Rs.97199332/- in theprevious year. While the turnover of the company has increased to Rs.8701077377/- ascompared to Rs.7380054250/- in the previous year. Management of the company strivinghard by making more sincere efforts for the better growth and prospects of the Company inthe future and to yield better returns for the members of the company.

DIVIDEND:-

Your Company has always strived to maintain a balance by providing an appropriatereturn to the Shareholders while simultaneously retaining a reasonable portion of theprofit to maintain healthy financial leverage with a view to support and fund the futureexpansion plans.

During the financial year 2017-18 the Board of Directors declared one interim dividendeach of Rs. 0.50/- per share of the face value Rs.10/- each (5%) in August 2017. Alsothe Board at its meeting held on 30th May 2018 has recommended a final dividend of Rs.

0.50/- per share of face value Rs. 10/- each (5%) and the same is subject to theapproval of shareholders at the ensuing Annual General Meeting.

CREDIT RATING:-

During the year the credit rating of the company was reviewed by the brick Work SEBIregistered credit rating agency and the rating provided by the rating agency to the issame with the previous year that are BWR A- for long term finance and BWR A2+ for shortterm finance.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENT:-

No loans guarantees and investments covered under the provisions of Section 186 of theCompanies Act 2013 were included during the year under review

EXTRACT OF ANNUAL RETURN:-

The extracts of Annual Return as on March 31 2018 as required under sub-section 3 ofSection 92 of the Companies Act 2013 in Form No. MGT 9 is attached as Annexure II.

DETAILS OF SUBSIDIARIES/ JOINT

VENTURES/ ASSOCIATES:-

The company does not have any subsidiary/joint venture/Associate company as on the yearended 31st March 2018

MANAGEMENT DISCUSSION & ANALYSIS REPORT:-

The operations of the company are reviewed in a detailed report on the ManagementDiscussion and Analysis is provided as a separate section in the Annual Report which formspart of the Board Report as Annexure- X

DEPOSITS:-

Company has not accepted any public deposit within the Meaning of section 73 ofCompanies Act 2013 read with the Companies (Acceptance & Deposits] Rules 2014 andthere is no outstanding deposit due for re-payment.

INTERNAL FINANCIAL CONTROL:-

The Company has an internal financial control system commensurate with the size scaleand complexity of the operations. The internal audit function is controlled by thein-house department. The main function of internal audit is to monitor and evaluateadequacy of internal control system in the Company its compliances with the operatingsystems accounting procedures and policies at all Company locations. Based on theinternal audit function report process owners take corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions are reported to the Audit Committee.

AUDITORS' AND AUDITORS' REPORT:-

Statutory Auditors

M/s. NPV & Associates Chartered Accountants were appointed as Auditors of theCompany for a term of 5 (five] consecutive years at the Annual General Meeting held onSeptember 21 2017 upto the Sixteen Annual General Meeting. They have confirmed that theyare not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Secretarial Auditor

The Board had appointed Mrs. Manisha Choudhary Practicing Company Secretary toconduct Secretarial Audit for the FY 2017-18.

SECRETARIAL AUDIT

The Secretarial Audit Report for the financial year ended March 31 2018 is annexedherewith to this Report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.

The Secretarial Audit Report as received from Ms. Manisha Choudhary Company Secretaryin Practice is appended as Annexure-I to this Report.

COMMENTS ON AUDITORS' REPORT

There are no qualifications reservations adverse remarks or disclaimers made by M/s.NPV & Associates Statutory Auditors in their Audit Report and by Mrs. ManishaChoudhaiy Company Secretary in Practice in her Secretarial Audit Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company during the financial year 2017-18.

RELATED PARTY TRANSACTIONS:-

The note for related party transactions - 'Particulars of transactions with RelatedParties' pursuant to Section 134(3] (h] of the Act read with Rule 8(2] of the Companies(Accounts] Rules 2014 are given in Form AOC-2 and the same forms part of this report asAnnexure V. There are no materially significant related party transactions made by theCompany with promoters key managerial personnel or other designated persons which mayhave potential conflict with interest of the Company at large. The Board of Directorsapproved a policy on related party transactions which is available on the Company'swebsite at the web link: www.mlpl.biz/img/pdf/RELATED%20PARTY%2 OTRANSACTIONS.PDF

In the accounts of Disclosures of the Amount
Holding Company Loans and Advances-NIL
Subsidiary Loans and Advances-NIL
Holding Company Investments-NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:-

Section 135 of the Companies Act 2013 mandates every Company having a minimum networth threshold limit turnover or net profit as prescribed to constitute a CorporateSocial Responsibility Committee formulating a Corporate Social Responsibility Policythat shall indicate activities to be undertaken by the Company as specified in ScheduleVII to the Companies Act 2013 and duly approved by the Board as well as fix the amount ofexpenditure to be incurred on the activities and monitor the CSR Policy from time to time.Since the Company falls within the minimum threshold limits it has constituted a CSRCommittee of the Board and formulated a CSR Policy. The focus areas of the CSR Policy areeducation preventive health care sanitation environment and engagement. However as aresponsible corporate citizen the Company has incurred a sum of Rs. 28.88 Lakhs (RupeesTwenty eight lakh eighty-eight thousand] on various CSR initiatives in these focus areas.The CSR Report forming part of this Report is furnished in Annexure VI.

Brief disclosures of Agencies and the donation given by the company are as follows:

Maheshwari Education Charitable Trust (Project-1) :- The sum of Rs. 1500000 wasdonated by the company to Maheshwari Education Trust which is owned and runned by theMaheshwari community includes the members of Vapi Daman and Silvaasa this educationtrust is working for the education of the children they are giving more stress tofemale-child education. The amount given for donation is fully utilized for constructionof School and college. The amount given for donation is fully utilized for construction ofSchool and college.

Janseva Mandal (Project-2):- The sum of Rs. 5.00. 000 was donated by the companytojanseva Mandal which is the charitable trust run by the Maniben Nagar Ji Mehtahospital many members of Vapi Industrial Association (Corporate Members) contributed tothis trust for the Establishment of the Hospital. That will facilitate around 2500 peopleof the community in one time. Company has contributed an amount of Rs. 5.00. 000/- forgeneral Purpose of the Hospital development.

Rotary Club Vapi (Project-3):- The Donation is given to Rotary club Vapi the amount ofRs. 221000/- is utilized for the Navratri Function in which all the members of the localcommunity can participate and enjoy the common festival of our community.

Maheshwari Mahila Mandal (Project 4):- The Donation is given to Maheshwari MahilaMandal amounting Rs. 22000/-. Maheshwari Mahila Mandal is the trust of the MaheshwariCommunity that works for the society and also works for the poor children. They alsodistribute the study material food and clothes to the under privileged children of thecity.

Rotary Vapi Riverside (Project-5):- The Donation is given to Rotary Vapi Riversideamounting Rs. 600000/-. Rotary is an international organization working towards for thebetterment of the society here company gives the donation for building the women hostelto the Rotary Vapi riverside organization.

Help-Age India (Project-6):- The donation amounting Rs. 45000 is given to the help-ageIndia NGO and the amount given towards donation is utilized for the prevention of Childcancer unit.

BOARD AND COMMITTEE MEETINGS

The board meets at regular intervals to discuss and take a view on the company'spolicies and strategy apart from the board Matters. The Notice for the board meeting isgiven well in advance to all the directors.

During the year the Board meet five times and the board meeting were held on thefollowing dates as mentioned following.

Date of Meeting Board Strength Director's Present
19.05.2017 9 7
23.08.2017 9 8
13.11.2017 9 8
24.01.2018 9 9
13.03.2018 9 9

The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and SEBI LODR Regulations 2015.

COMMITTEES OF THE BOARD:-

The Board of Directors has constituted four committees Viz.

01. Audit Committee

02. Nomination & Remuneration Committee

03. Stakeholders Relationship Committee

04. Corporate Social Responsibility Committee

Details of the committee along with their composition terms of reference and meetingheld during the year are provided in Annexure IV.

DECLARATION BY INDEPENDENT DIRECTORS:-

All Independent Directors of the Company have given declaration that they meet thecriteria of independence as provided under Section 149 (6) of the Act and the regulation16(1][b] of the regulations. The terms & conditions for the appointment of IndependentDirectors are given on the website of the Company.

Declarations were placed before the board and noted by the Board.

DIRECTOR RESPONSIBILITY STATEMENT:-

The Directors hereby confirm and declare that:-

(a) In the preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies applied them consistently and madejudgments as well as estimates that are reasonably prudent so as to give a true and fairview of the Company's state of affairs at the financial year ended March 31 2018 and ofthe Company's profit for the year;

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013safeguarding the Company assets and for the prevention and detection of fraud and otherirregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andsuch controls are adequate and operating efficiently;

(Rs. ) They have devised proper systems to ensure compliance with the applicable lawprovisions and that such systems are adequate and operating efficiently;

Auditors audited the Internal Financial Controls (IFC) over the Company's financialreporting as of March 31 2018 in conjunction with audit of the Company's financialstatements for the year ended on that date. Unmodified opinion on Internal FinancialControl was given by them.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:-

There are no material changes and commitments in the company's business operationssince the close of the financial year on March 31 2018 to the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY:-

There were no significant material orders passed by the regulators or courts whichwould impact the Company's growing concern and its future operations.

DIRECTORS APPOINTMENT REMUNERATION AND PERFORMANCE EVALUATION:-

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulations 2015 the Company has devised a Policy for Directors; appointment andremuneration including criteria for determining qualifications performance evaluation andother matters of Independent Directors Board Committees and other individual Directorswhich include criteria for performance evaluation of both non-executive directors andexecutive directors and the policy for Nomination and Remuneration is attached as AnnexureIII to this report is also available on the website of the company at the linkhttp://mlpl.biz/img/pdf/NOMINA-

TIQN%20and%20REMUNERATIQN.pdf

The Board has carried out the annual performance evaluation of its own performance aswell as the evaluation of the working of its Committees. A separate exercise was carriedout to evaluate individual Director performance including that of the Chairman and theManaging Director who were evaluated on parameters such as engagement levelcontribution independence of judgment safeguarding the Company interests and itsminority shareholders etc. The Board of Directors expresses its satisfaction with theevaluation process.

RISK MANAGEMENT:-

Pursuant to section 134(3)(n) of the Companies Act 2013 and relevant regulations ofListing Regulations 2015 the Company has adopted a Risk Management policy for theidentification and implementation of a Risk Mitigation Plan or the Company. The Companyhas included appropriate procedures to inform the Board about the risk assessment andminimization procedures. The Board periodically revisits and reviews the overall riskmanagement plan for making desired changes in response to the dynamics of the business.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:-

The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace [PreventionProhibition and Redressal) Act 2013 and the rules there under for the prevention andredressal of complaints of sexual harassment at the workplace. Internal ComplaintsCommittee (ICC) has been set up to redress sexual harassment complaints received. Allwomen employees (permanent contractual temporary trainees) are covered under thispolicy. No complaint on sexual harassment was received during the Financial Year 2017-18.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE:-

The Board of Directors have adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 which isavailable on our website.

http://www.mlpl.biz/img/pdf/POLICY_FORIN-

SIDER_TRADING.pdf

There were no pending complaints or share transfer cases as on 31st March 2018 as perthe certificate given by RTA as on dated 31.03.2018.

LISTING AGREEMENT AND LISTING FEE: -

The Directors pleasurably inform you that the Company has been listed on EmergePlatform of National Stock Exchange- of India Limited w.e.f January 16 2017. The Companyhas paid the listing fees to NSE (National Stock Exchange) of India Limited for the year2017-2018.

VIGIL MECHANISM AND WHISTLE BLOWER:-

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud orany unethical or improper practices. A copy of this policy is available on the Company'swebsite http://mlpl.biz/img/pdf/whistle_blower_poli- cy.pdf . The policy prescribesadequate safeguards against the victimization of employees who avail of the mechanism andalso provide direct access to the Audit Committee Chairman. It is affirmed that no Companypersonnel have been denied access to the Audit Committee so far.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:-

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are to be provided in theAnnual Report. The company does not have employees in the company whose particulars arerequired to be disclosed in accordance of such rules and provisions of the Act.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report which forms part of this Report. Details are attached in Annexure-IX.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: -

The Board of Directors of the Company informs the shareholders of the Company thatthere is no change in the composition of the board of Directors of the company during theFinancial Year 2017-18.

SHARE CAPITAL AND OTHER CHANGES

During FY 2017-18 following changes in the Share Capital (if any) are as follows:

Particulars Changes (during the year)
Issue of Bonus Shares No such issue made during the Financial Year 2017-18
Issue of Sweat Equity Shares
Issue of Employee Stock Option
Issue of Shares with Differential Rights

MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director.

During the year under review the independent directors met on 13.11.2017 inter aliato discuss:

• Evaluation of the performance of Non-in dependent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non- Executive directors.

• Evaluation of the quality content and timeliness of flow of information betweenthe management and the board that is necessary for the board to effectively and reasonablyperform its duties.

DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS

Currently the Company has not received any amount either from its Directors or fromits relatives.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) of TheCompanies (Accounts) Rules 2014 relevant details of energy conservation technologyabsorption and foreign exchange earnings and outgo are attached as Annexure-VIII to thisReport.

CEO & CFO CERTIFICATION

Certificate from Mr. Neeraj Maheshwari Chief Executive Officer and Mr. Pradeep DadChief Financial Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the financial year 2017-18 was placedbefore the Board of Directors of the Company at its meeting held on August 27 2018 isattached as Annexure-VII to this Report.

CORPORATE GOVERNANCE

Our company is a listed entity at the SME platform therefore the provisions ofCorporate Governance are not applicable on our Company.

HUMAN RESOURCES DEVELOPMENT:-

Continuous effort is put in to improve the working environment with a focus on employeewell-being and capability building enabling them to perform their best for the Company. Wedevelop global platform for leaders at regular intervals as part of our commitment toengage and retain talent. We provide robust leadership development efforts to homeemployee skills and help keep the Company ahead of the curve. People are our real strengthand therefore while pursuing best-in-class performance; the Company is significantlyincreasing its investment in its employees with training and development. MLL invests intraining and knowledge. In accordance with the provisions of the Act and the Articles ofAssociation of the Company Shri Amit Maheshwari Director of the Company retire byrotation at the ensuing Annual General Meeting. The Board of Directors on therecommendation of the Resources Nomination and Remuneration Committee has recommendedtheir re-appoint- ment.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the State and Central Governmentslending financial institutions banks& Stock Exchange for their continued supportduring the year. The Directors wish to convey their thanks to the valued shareholderscustomers dealers and suppliers for their continued patronage during the year underreview and record their appreciation of the contribution made by all the employees duringthe year.

DATE: 27.08.2018
PLACE: VAPI
(VARUN KABRA) [VINAY MAHESHWARI)
MANAGING DIRECTOR CHAIRMAN
DIN: 02760600 DIN: 01680099