Maheshwari Logistics Limited
Your Directors take pleasure in presenting their 14th Annual Report on the business andoperations of the company together with the Audited financial statements for the FinancialYear ended 31st March 2020.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance of the Company for the year ended on 31st March 2020 and theprevious financial year ended 31st March 2019 is given below:
|Particulars ||Standalone ||Consolidated |
| ||March 31 2020 ||March 31 2019 ||March 31 2020 ||March 31 2019 |
|Net Sales/Income from Business operations ||75858.24 ||103707.47 ||75999.821 ||103722.63 |
|Other Income ||230.72 ||350.84 ||219.843 ||348.85 |
|Total income ||76088.96 ||104058.31 ||76219.66 ||104071.48 |
|Less: Expense (Excluding depreciation and Finance Cost) ||70752.60 ||99089.86 ||70878.35 ||99102.13 |
|Profit before Depreciation and Finance Cost ||5336.37 ||4968.44 ||5341.32 ||4969.34 |
|Less: Depreciation ||1187.68 ||813.69 ||1187.68 ||813.69 |
|Less: Finance Cost ||2137.26 ||1833.53 ||2137.30 ||1833.53 |
|Profit before Exceptional & extra-ordinary items & Tax ||2011.42 ||2321.23 ||2016.33 ||2322.13 |
|Less: Exceptional Item ||- ||- ||- ||- |
|Add/Less: Extra Ordinary Items ||- ||- ||- ||- |
|Profit before Tax ||2011.42 ||2321.23 ||2016.33 ||2322.13 |
|Less: Current tax ||375.72 ||596.70 ||380.52 ||597.58 |
|Less: Deferred tax ||165.78 ||216.93 ||165.78 ||216.93 |
|Net Profit/ (Loss) after Tax for the year ||1469.93 ||1507.60 ||1470.04 ||1507.62 |
TRANSFER TO RESERVE: -
The board of Directors of the company has transferred ' 1469.93/- lakhs to itsReserves & surplus Account for the Financial Year 2019-20.
The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year under review"
BUSINESS OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY: -
Total revenue of the Company for the FY-2019-20 is ' 76088.96 Lakhs onstandalone basis as compared to the ' 104058.31 Lakhs in previous year depictinga decline in total revenue of 26.88% year on year basis. It is resulting in Profit beforetax (PBT) of ' 2011.42 Lakhs as against ' 2321.33 Lakhs in the previous yeardepicting a decline of 13.35%. Net profit of the Company stood at ' 1469.93 Lakhsas against ' 1507.60 Lakhs in the previous year depicting a slightly decline of2.5%.
On Consolidated basis total revenue of your Company is ' 76219.66 Lakhs andProfit before tax is ' 2016.33 Lakhs.
Total revenue of the Maheshwari Logistics (India) LLP for the FY-2019-20 is '1582.11 Lakhs on standalone basis as compared to the ' 262.75 Lakhs in previousyear. It is resulting in Profit before tax (PBT) of ' 15.79 Lakhs as against '2.89 Lakhs in the previous year.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of the business.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR: -
Following changes have occurred between the end of the financial year to which thefinancial statements relate and the date of this Report which is having direct impact onfinancial position of the Company.
Information regarding potential impact of COVID-19 pandemic on business operations andfinancial position are provided as part of the MD&A Report attached in this report.
The paid-up Equity Share Capital as on March 31 2020 was ?_147986000/-. During theperiod under review the Company has not granted any stock options nor sweat equity. TheCompany has also not purchased of its own shares by employees or by trustees for thebenefit of employees.
Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2020 100 % of the equity shares of your Company were held in demat form.
During the year under review there is no change in the Capital Structure of theCompany.
CREDIT RATING: -
A detail of Credit rating of the Company is described in Corporate Governance Reportforming part of the Annual Report. It is also available on website of the Company atwww.mlpl.biz.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:
The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act 2013requires dividends that are not encashed/ claimed by the shareholders for a period ofseven consecutive years to be transferred to the Investor Education and Protection Fund(IEPF).
During the year under consideration no amount was due for transfer to IEPF inaccordance with Section 125 of the Companies Act 2013.
The details of unclaimed dividend alongwith their due dates for transfer to IEPF are asbelow.
a) year wise amount of unpaid/unclaimed dividend lying in the unpaid account at theYear and the corresponding shares which are liable to be transferred to the IEPF and thedue dates for such transfer;
|For the Financial Year ||Type of Dividend ||Balance in Unpaid Account ||Corresponding Shares liable to transfer to the IEPF ||due dates for transfer to IEPF |
|2017-18 ||Interim Dividend ||5000.0 ||10000 ||21.09.2024 |
| ||Final Dividend ||6000.0 ||12000 ||22.10.2025 |
|2018-19 ||Final Dividend ||8413.2 ||7011 ||13.10.2026 |
b) The amount of donation if any given by the company to the IEPF: - N.A
c) Other amounts transferred to the IEPF if any during the year: - NIL
d) Nodal officer details: The details of IEPF are available on company's websitehttp://mlpl.biz/shareholders-information.html.
DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
During the year and up to the date of this report following changes takes place in theCompositions of the Board of Directors and Key managerial Personnel of your Company;
|Name of Director ||Nature of Change ||Mode of Appointment/ Cessation ||Effective Date of Change |
|1. Ramnaresh Ramkalyan Kabra (DIN: 08405342) ||Appointed as an Additional Independent Director ||By Board of Directors ||05.04.2019 |
|2. Ambalal Bhikhalal Panchal (DIN: 00829668) ||Appointed as an Additional Independent Director ||By Board of Directors ||05.04.2019 |
|3. Ramnaresh Ramkalyan Kabra (DIN: 08405342) ||Appointed as an Independent Director in AGM ||By Shareholder ||14.09.2019 |
|4. Ambalal Bhikhalal Panchal (DIN: 00829668) ||Appointed as an Independent Director in AGM ||By Shareholder ||14.09.2019 |
|5. Hemant Kailashchandra Pant (DIN: 02552877) ||Appointed as an Independent Director in AGM ||By Shareholder ||14.09.2019 |
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR.
The Board of Directors are collectively responsible for selection of a member on theBoard. The Nomination and Remuneration Committee of the Company follows a definedcriterion for identifying screening recruiting and recommending candidates for electionas a Director on the Board. Board of directors is of opinion that Independent Directorsappointed during the financial year possesses a requisite qualification experience andexpertise which will heps in the development of the Company.
DIRECTORS RETIRE BY ROTATION:
In accordance with the provisions of section 152 of the Act and in terms of theArticles of Association of the Company Mr. Vipul Vashi Executive Director (DIN:06930448) will retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment. The Board recommends his reappointment.
The disclosures required pursuant to Regulation 36 of the Listing Obligation andDisclosure Requirement Regulations2015 and Secretarial Standard is given in the Notice ofAGM forming part of the Annual Report and in the Corporate Governance Report formingpart of the Annual Report. Attention of the Members is also invited to the relevant itemsin the Notice of the AGM.
CODE OF CONDUCT
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of LODRRegulations the Company has devised a Policy for Directors; appointment andremuneration including criteriafordeterminingqualifications performanceevaluationandother 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 available on thewebsite of the company at the link http://mlpl.biz/img/pdf/NOMINATION%20and%20REMUNERATION.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.
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the company. Such code of conduct has also been placed on the Company'swebsite. The Code lays down the standard procedure of business conduct which is expectedto be followed by the Directors and the designated employees in their business dealingsand in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance on the expectedbehavior from an employee in a given situation and the reporting structure.
DECLARATION BY INDEPENDENT DIRECTORS: -
The terms and conditions of appointment of Independent Directors are in accordance withthe Listing Regulations and also as per the provisions of the Companies Act 2013(Act) read with Schedule IV to the Act.
Your Company has received annual declarations from all the Independent Directors of theCompany under sub - section (7) of section 149 confirming that they meet with the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the Listing Regulation Regulations and there has been no change in thecircumstances which may affect their status as Independent Director during the year.
Your Company has also received confirmation that Independent Directors are not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact his ability to discharge their duties with an objective independentjudgment and without any external influence and that he/she is independent of themanagement. They have also complied with the Code for Independent Directors prescribed inSchedule IV to the Act and Code of Conduct for directors and senior management personnelformulated by the company.
All the Members of the Board and the Management Committee have affirmed theircompliance with the Code of Conduct as on 31st March 2020 and a declaration to thateffect signed by the chairman is attached and forms part of this Report as Annexure I.
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 meets 5 (Five) times details of which are provided inCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and LODR Regulations.
COMMITTEES OF THE BOARD: -
The Board of Directors has constituted following mandatory committees Viz.
01. Audit Committee
02. Nomination & Remuneration Committee (NRC)/ Compensation Committee
03. Stakeholders Relationship Committee (SRC)
04. Corporate Social Responsibility Committee (CSR)
Details such as terms of reference powers functions meetings membership ofcommittee attendance of directors etc. are dealt with in Corporate Governance Reportforming part of this Annual report.
Board has accepted all recommendations made by the Audit Committee during the year.
The 13th (Previous) Annual General Meeting (AGM) of the Company was held on 14thSeptember 2019.
Further a Company had conducted a Postal Ballot voting during the year under review andaccordingly resolutions where passed by the members of the Company dated December 29 2019by way of postal ballot/e-voting.
DIRECTOR RESPONSIBILITY STATEMENT: -
Pursuant to section 134(5) of the Companies Act 2013 your Directors based on therepresentations received from the Operating Management confirm that:
(a) in the preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) The directors have had in consultation with Statutory Auditors selected accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2018 and of the profit of the Company for the year ended on thatdate;
(c) The directors 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) The directors have laid down adequate Internal Financial Controls to be followed bythe Company and such Internal Financial Controls were operating effectively during theFinancial Year ended 31st March 2019;
(f) The directors had devised proper systems to ensure compliance with the applicablelaw provisions and that such systems are adequate and operating efficiently;
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 carried out by theinternal auditor appointed by the Company. The main function of internal audit is tomonitor and evaluate adequacy of internal control system in the Company its complianceswith the operating systems accounting procedures and policies at all Company locations.Based on the internal audit function report process owners take corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions are reported to the Audit Committee.
Your Company recognizes that Internal Financial Controls cannot provide absoluteassurance of achieving financial operational and compliance reporting objectives becauseof its inherent limitations. Also projections of any evaluation of the Internal FinancialControls to future periods are subject to the risk that the Internal Financial Control maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate. Accordingly regular audits and reviewprocesses ensure that such systems are reinforced on an ongoing basis.
REPORTING OF FRAUDS BY AUDITORS & 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 by Ms. Shilpi Thappar& Associates Company Secretary in Practice in her Secretarial Audit Report and M/s.B F. Modi & Associates Cost Accountant in their Cost Audit Report for theF.Y.2018-19. Except mentioned otherwise in this report.
During the year under review the Statutory Auditors Secretarial Auditor and CostAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES: -
The company does not have any subsidiary/joint venture/ Associate Company as on theyear ended 31st March 2020 except below.
Company has incorporated a Limited Liability Partnership (LLP) named M/s. MaheshwariLogistics (India) LLP with effect from December 18 2018 in which 99% contribution is madeby the Company.
Statement containing salient features of the financial statement of subsidiaries orassociate companies or joint ventures in Form AOC-1 is attached to the financialstatements.
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.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENT: -
Particulars of the loans given investment made or guarantee given or security providedand the purpose for which the loan or guarantee or security is proposed to be utilized bythe recipient of the loan or guarantee or security are provided in Notes to the FinancialStatements if any.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: -
The note for related party transactions - Particulars of transactions withRelated Parties' pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 are given in Form AOC-2 and the same forms part of thisreport as ANNEXURE-A. The Board of Directors approved a policy on related partytransactions which is available on the Company's website at the web link:www.mlpl.biz/img/pdf/RELATED%20 PARTY%20TRANSACTIONS.PDF. Further Related Party Disclosurerequired pursuant to Schedule V of Listing regulation is not applicable to the Company asthere is no such transaction during the year:
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 which is available on the Company'swebsite at www.mlpl.biz. The focus areas of the CSR Policy are education preventivehealth care sanitation and environment. The CSR Report forming part of this Report isfurnished in ANNEXURE- B.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is attached as ANNEXURE-C andforms part of this Report.
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.
VIGIL MECHANISM AND WHISTLE BLOWER: -
The Company promotes ethical behavior in all its business activities and hasestablished a vigil mechanism for its Directors Employees and Stakeholders associatedwith the Company to report their genuine concerns. The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is implemented through the Whistle BlowerPolicy to provide for adequate safeguards against victimization of persons who use suchmechanism and make provision for direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy has been appropriately communicated within the Company andhas also been posted on the Website of the Company athttp://mlpl.biz/img/pdf/whistle_blower_ policy.pdf. No personnel have been denied accessto the audit committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY:
There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation.
AUDITORS' AND AUDITORS' REPORT: -
(a) Statutory Auditors
M/s. NPV & Associates Chartered Accountants were appointed as Statutory Auditorsof the Company at the 11th Annual General Meeting held on September 21 2019 for a termof 5 (five) consecutive years up to the 16th Annual General Meeting.
The requirement of ratification of appointment of Statutory Auditors under proviso toSection 139 of the Companies Act 2013 is done away with under the Companies (Amendment)Act 2017. As such your Board does not seek members' ratification for theirre-appointment.
There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report for the financial year ended March 31 2020. Pursuant toprovisions of section 143 (12) of the Companies Act 2013 the Statutory Auditors have notreported any incident of fraud to the Audit Committee during the year under review.
The Company has received written consent letter along with certificate from Auditorunder the provisions of the Companies Act 2013 to the effect that continuity of hisAppointment as a Statutory Audit is within the prescribed limits and are not disqualifiedfor continuing as an Auditor and further they are independent of management.
The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments appearing in the Auditors' Report are self-explanatory and donot call for any further explanation / clarification by the Board of Directors as providedunder section 134 of the Act.
(b) Secretarial Auditor and Report there on.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 The Company hasappointed M/s. Shilpi Thapar & Associates Practicing Company Secretary (MembershipNo. 5492 and Certificate of Practice No.6779) to conduct Secretarial Audit for the F.Y2019-20.
The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith to this Report as ANNEXURE-D. The Observation made by Secretarial Auditor andmanagement reply with respect to it are as under.
|Observation ||Management Reply |
|The outcome of Board Meeting dated 14th November2019 regarding financial results was disclosed on 15th November2019 i.e beyond 30 minutes of the conclusion of the board meeting as required as per Regulation 30 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. ||The same happened due to technical issue at the Company and has been made once the issue resolved. |
|The entity has not appointed Independent Women Director by 01.04.2020 as required under Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirement) 2015 in case of top 1000 listed entities. ||Entity has appointed two Non-Independent woman directors. And Company is in process of identifying the suitable candidates for the appointment as Women Independent Directors. |
|The entity has appointed three Independent Directors but corporate announcement was made without affirming that said directors being appointed are not debarred from holding the office of director by virtue of BSE & NSE circular dated 20.06.2018 in respect of enforcement of SEBI order regarding appointment of Directors by listed entities. ||Company has made announcement on 25.06.2020. |
|There were two purchase transactions by connected persons who traded during closed trading window. ||Company has taken penal actions against the said connected persons with strict warning. |
|There are instances where the connected persons have not disclosed to the listed entity the number of such shares acquired or disposed off within two days of such transactions as required under Regulation 7(2)(a) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015. ||Company has taken penal actions against such connected persons with a strict warning. |
Pursuant to the recommendation of the Audit Committee the Board of Directors havere-appointed M/s. Shilpi Thapar & Associates Practicing Company Secretary (MembershipNo. 5492 and Certificate of Practice No.6779) to conduct the Secretarial Audit for FY2020-21 at its meeting held on June 30 2020.
(c) Cost Auditors & Cost Audit Report
Section 148 of the Companies Act 2013 read with Rules made thereunder mandates everyCompany belonging to category prescribed in the Rules to undertake a Cost Audit. Thecompany is not required to mandatory appoint Cost Auditors and maintain cost records asper section 148(1) due to nature of business activities of the company but as part of bestcorporate governance practices Company had voluntarily appointed M/s. B F. Modi &Associates Cost Accountants Vapi to audit the cost records for FY 2019-20.
Considering the complexity of business transaction and nonapplicability of the CostRecords and Cost Audit Company has decided not re appoint the Cost Auditor for a furtherperiod and accordingly no Cost Audit shall be conducted from the Financial Year 2020-21onwards.
(d) Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2019-20 for all applicablecompliances as per SEBI Regulations and Circulars / Guidelines issued thereunder.
The Annual Secretarial Compliance Report has been submitted to the stock exchangeswithin 60 days of the end of the financial year on dated 30.06.2020. which is issued bythe Ms. Shilpi Thapar of M/s. Shilpi Thapar & Associates Practicing Company Secretary(Membership No. 5492 and Certificate of Practice No.6779).
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings ofthe Board of Directors' and General Meetings' respectively have been duly compliedby your Company.
ANNUAL RETURN: -
In accordance with Companies Act 2013 an Draft of the extract of annual return in theprescribed format (MGT-9) is available on the website of the Company at www.mlpl.biz.
A copy of the annual return will also be placed on the website of the company atwww.mlpl.biz.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statement of the Company is also being presented in theAnnual Report addition to the standalone financial statement of the Company.
STATEMENT OF DEVIATION OR VARIATION
Disclosure pertaining to statement on deviation or variation in connection with certainterms of a public issue rights issue preferential issue etc. are not applicable to theCompany as the proceeds made from the public issue has been fully utilized.
MANAGEMENT DISCUSSION & ANALYSIS REPORT: -
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 (LODR Regulation) read with Schedule V theretois forms part of this Annual Report as ANNEXURE- E.
The Company is committed to maintain the steady standards of corporate governance andadhere to the corporate governance requirements set out under extant law. The Report oncorporate governance as stipulated under Regulation 34 of the SEBI Listing Regulationsread with Schedule V thereto is placed in a separate section forming part of the AnnualReport.
Compliance certificate from practicing company secretaries regarding compliance ofconditions of corporate governance is attached herewith as an ANNEXURE-F.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense account duringthe year.
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 Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The following is a summary of sexual harassment complaintsreceived and disposed of during the year:
a) Number of complaints pending at the beginning of the year: -NIL
b) Number of complaints received during the year: - NIL
c) Number of complaints disposed of during the year: - NIL
d) Number of cases pending at the end of the year: -NIL
BUSINESS RESPONSIBILITY REPORT
Securities Exchange Board of India vide its notification no. SEBI/LAD-NRO/GN/2015-16/27 dated December 22 2015 has amended the SEBI Listing Regulationswhereby mandating for the top 500 (Now Top 1000) listed entities based on marketcapitalization (calculated as on March 31 of every financial year) businessresponsibility report describing the initiatives taken by them from an environmentalsocial and governance perspective in the format as specified by the Board from time totime:
Being Company falls under the top 100 listed Company by market capitalization as perthe list published by the National Stock Exchange of India Limited (NSE) for the yearending March 31 2020 the Business Responsibility Report required under Reg. 32(2)(f) ofSEBI LODR forming part of this report.
During the Financial year 2019-20 the company has incurred a capital expenditure ofRs. 2176.78 lakhs. the same amount invested for acquiring commercial vehicles other capexcomponents include the cost incurred on additions to Buildings Plant and Machineryacquiring and development Computer software other vehicles etc.
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://mlpl.biz/img/pdf/code-of-practice-and-procedure-for-fair-disclosre.pdf.
There were no pending complaints or share transfer cases as on 31st March 2020 as perthe certificate given by RTA as on dated 31.03.2020.
LISTING AGREEMENT AND LISTING FEE: -
National Stock Exchange of India Limited (NSE) wide its letter No. NSE/LIST/78896 datedApril 11 2019 and Circular Ref No. 0293/2019 and Download Ref No: NSE/CML/40730 datedApril 11 2019 has approved a the Listing of equity shares of Maheshwari Logistics Limitedon Capital Market Segment and accordingly Company's equity shares get migrated from SMEPlatform (EMERGE) and admitted to dealings on the National Stock Exchange (Capital MarketSegment - Main Board) with effect from April 15 2019 and the designated security codesand lot size thereof shall be revised accordingly.
The Directors pleasurably inform you that the Company has duly paid on time the listingfees to NSE (National Stock Exchange) of India Limited for the year 2019-20.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: -
Key Managerial Personnel (KMP)
The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as on date of thefinancial year end:
|Name ||Designation |
|1. Mr. Varun Kabra ||Managing Director |
|2. Mr. Vinay Maheshwari ||Executive Chairman & Whole-time Director |
|3. Mr. Amit Maheshwari ||Whole-time Director |
|4. Mr. Neeraj Maheshwari ||Chief Executive Officer (CEO) |
|5. Mr. Pradeep Kumar Dad ||Chief Financial Officer (CFO) |
|6. Mr. Paresh Raiyani ||Company Secretary & Compliance Officer |
Remuneration of Directors and Employees.
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 ofManagerial Personnel) Rules 2014 are required to be provided in the Board Report areattached in ANNEXURE-G.
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 of the top ten employees in terms of remunerationdrawn and the name of every employee drawing remuneration in excess of the limits set outin the said rules are to be provided in the Board Report. The particular required in termsof this rule is also provided in the ANNEXURE-G as mentioned above.
SHARE CAPITAL AND OTHER CHANGES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ events on these items during the year underreview:
|Particulars ||Changes (during the year) |
|1. Issue of Bonus Shares ||No such issue made during the Financial Year 2019-20 |
|2. Issue of Sweat Equity Shares || |
|3. Issue of Employee Stock Option || |
|4. Issue of Shares with Differential Rights || |
However Company has pursuant to the provisions of Section 67 of the Companies Act2013 (Act) Companies (Share Capital and Debentures) Rules 2014 theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014and all other applicable provisions if any of the Act read with rules framed thereunderframed a Maheshwari Logistics Limited - Employee Stock Purchase Scheme 2019(MLL-ESPS2019) wide shareholder approval dated December 29th 2019 through Postal Ballotprocess.
Further Company has also take approval and formed and constituted a Trust namedMLL Employee Welfare Trust (Trust) for the implementation of the MLL-ESPS2019through the trust route and also taken approval for secondary acquisition of the equityshares of the Company by the trust grant of financial assistance/provision of money bythe company to the trust to fund the acquisition of its equity shares in terms of theMLL-ESPS 2019.
As Company is in process of the implementation of the scheme and currently no shareshas been issued under the scheme the disclosure required under Section 67(3) of theCompanies Act 2013 Rule 12(9) of Companies (Share Capital and Debentures) Rules 2014Regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014 and SEBI CircularCIR/CFD/POLICY CELL/2/2015 dated June 16 2015 is not applicable. As the scheme is stillin the initial stage of implementation Certificate of Auditor under Regulation 13 of SEBI(Share Based Employee Benefits) Regulations 2014 will not be placed and the same would beplaced in subsequent meeting once the scheme it substantially implemented.
ISSUE OF WARRANTS DEBENTURES BONDS OR ANY NON-CONVERTIBLE SECURITIES
Your Company has not issued any warrants debentures bonds or any non-convertiblesecurities during the year under review.
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 once and details of whichis mentioned in the Corporate Governance Report forming part of this reports:
CHAIRMAN CEO & CFO CERTIFICATION
Certificate signed Chairman Chief Executive Officer and Chief Financial Officerpursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Declaration stating that the members of board of directors andsenior management personnel have affirmed compliance with the code of conduct of board ofdirectors and senior management for the financial year 2019-20 was placed before theBoard of Directors of the Company at its meeting held on June 30 2020 is attached asANNEXURE-H to this Report.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBC)
No any application filed for corporate insolvency resolution process by any financialor operational creditor against the Company or by the company itself under the Insolvencyand Bankruptcy Code 2016 (IBC) before the National Company Law Tribunal (NCLT).
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. Your Companyinvests in training and knowledge.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Vipul Vashi Executive Director of the Company retire by rotation at theensuing Annual General Meeting. The Board of Directors on the recommendation of theResources Nomination and Remuneration Committee has recommended their re-appointment.
GREEN INITIATIVE AND SENDING PHYSICAL COPIES OFANNUAL
Electronic copies of Annual Report for the F.Y 2019-20 and the Notice of the 14th AGMare sent to members whose email address are registered with the company /depositoryparticipants. The requirements of sending physical copies of Annual Report as prescribeunder Regulations 36 (1)(b) and (c) and Regulation 58 (1)(b) &(c) of the LODR aredispensed with for listed entities who conduct their AGMs during the calendar year 2020(i.e. till December 31 2020) wide SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 datedMay 12 2020. Accordingly Company is not dispatching the physical copy of the AnnualReport. Those who have not registered their email id can download the Annual Report of theCompany from the website of the Company at www. mlpl.biz.
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.
| ||Varun Kabra |
| ||Managing Director |
| ||DIN: 02760600 |
| ||Vinay Maheshwari |
|Place: Vapi ||Chairman |
|Date: 04.09.2020 ||DIN:01680099 |