You are here » Home » Companies » Company Overview » Mahindra Logistics Ltd

Mahindra Logistics Ltd.

BSE: 540768 Sector: Others
NSE: MAHLOG ISIN Code: INE766P01016
BSE 00:00 | 30 Jul 748.20 75.05
(11.15%)
OPEN

669.00

HIGH

807.30

LOW

658.00

NSE 00:00 | 30 Jul 748.40 76.65
(11.41%)
OPEN

671.00

HIGH

806.10

LOW

660.00

OPEN 669.00
PREVIOUS CLOSE 673.15
VOLUME 161146
52-Week high 807.30
52-Week low 272.30
P/E 113.71
Mkt Cap.(Rs cr) 5,371
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 669.00
CLOSE 673.15
VOLUME 161146
52-Week high 807.30
52-Week low 272.30
P/E 113.71
Mkt Cap.(Rs cr) 5,371
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahindra Logistics Ltd. (MAHLOG) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present their Twelfth Annual Report onthe business and operations of the Company along with the Audited Financial Statements ofyour Company for the financial year ended 31 March 2019.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(र in crores)

Particulars For the year ended 31 March 2019 For the year ended 31 March 2018
Income
Revenue from Operations 3665.51 3220.11
Other Income 7.27 4.73
Total Income 3672.78 3224.84
Expenses
Employee Benefit Expenses 250.59 219.04
Operating Expenses 3219.99 2835.32
Other Expenses 57.03 59.92
Depreciation and Amortization 14.69 12.85
Expenses
Finance Costs 0.16 0.31
Total Expenses 3542.46 3127.44
Profit before Tax 130.32 97.40
Provision for Tax 45.88 35.21
Profit after Tax 84.44 62.19
Other comprehensive income
Re-measurements of the defined benefit plans – Gains/(Losses) 0.10 (0.16)
Income tax relating to items that will not be reclassified to profit or loss (0.03) 0.05
Total other comprehensive income 0.07 (0.11)
Total comprehensive income 84.51 62.08
Balance of Profit from earlier years 247.77 185.69
Dividend Paid (12.86) 0.00
Balance carried forward to 319.42 247.77
Reserves
Net worth 498.84 418.90

There have been no changes in the nature of business and operations ofyour Company during the year under review.

No material changes and commitments affecting the financial position ofthe Company have occurred after the end of the financial year 2018-19 till the date ofthis report.

Performance Review

Standalone Performance

Your Company recorded revenue from operations of र 3665.51 crores forthe year under review as against र 3220.11 crores in the previous year registering agrowth of 13.83%. The total comprehensive income for the financial year 2018-19 amountedto र 84.51 crores (after accounting of deferred tax income of र 4.70 crores) as comparedto र 62.08 crores in the previous year (after accounting of deferred tax income of र 1.53crores) registering an increase of 36.13%.

Segment Performance

During the year under review your Company recorded its highest everrevenues across all its segments.

Supply Chain Management ("SCM")

The SCM segment revenues grew by 13.90% year-on-year and stood at र3280.04 crores for the financial year 2018-19.

People Transport Solutions ("PTS")

The PTS segment of your Company reported a revenue growth of 13.22%year-on-year at र 385.47 crores for the financial year 2018-19 as compared to र 340.47crores for the previous year.

Consolidated Performance

A detailed analysis of the Company’s performance consolidated andstandalone is included in the Management Discussion and Analysis section which formspart of this Annual Report.

Dividend for FY 2018-19

Your Directors are pleased to recommend a final dividend of र 1.80 perequity share of the face value of र 10/- each (being 18% on face value) for the financialyear 2018-19 payable to those Members whose names appear in the Register of Members andlist of beneficial owners as on Wednesday 24 July 2019.

The Register of Members and Share Transfer books of the Company willremain closed from Thursday 25 July 2019 to Thursday 1 August 2019 (both days inclusive)for the purpose of payment of the said final dividend.

The equity dividend outgo for the financial year 2018-19 if declaredinclusive of tax would result in cash outflow of र 15.50 crores (as against र 12.86 croresfor the financial year 2017-18).

The Dividend payout recommended is in accordance with the DividendDistribution Policy of the Company.

Unpaid and Unclaimed Dividend of the financial year 2017-18

During the financial year 2018-19 your Company paid a final dividendof र 1.50 per equity share of the face value of र 10/- each (15% on face value) forfinancial year 2017-18 declared at the 11th Annual General Meeting("AGM") of the Company held on 2 August 2018 from which an amount of र 32883/-is lying unpaid and unclaimed as on 31 March 2019. The last day for claiming the saidunpaid and unclaimed dividend is 5 September 2025.

A Shareholder-wise statement of the unpaid and unclaimed dividend isuploaded on the Company’s website and can be accessed from the weblink:http://www.mahindralogistics.com/ investor/shareholder-information There is no unpaid andunclaimed Dividend of earlier years which has been transferred during the financial year2018-19 or is due to be transferred to the Investor Education and Protection Fund("IEPF") during the financial year 2019-20 in terms of the applicable provisionsof the Companies Act 2013 ("the Act") read with the IEPF Authority (AccountingAudit Transfer and Refund) Rules 2016 ("IEPF Rules") as amended from time totime. Further no shares on which dividend has not been paid or claimed for sevenconsecutive years or more has been transferred or is due to be transferred to IEPF duringthe financial year 2019-20 in terms of the applicable provisions of the Act read with theIEPF Rules as amended from time to time. Your Company has not paid any Interim Dividendduring the year under review.

Transfer to reserves

The Board of your Company has decided not to transfer any amount to theGeneral Reserves for the financial year 2018-19.

Dividend Distribution Policy

The Company’s Dividend Distribution Policy prepared and adopted incompliance with Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the ListingRegulations") is attached as Annexure I and forms part of this Annual Report.The Dividend Distribution Policy is also placed on the Company’s website andcan be accessed from the weblink: https://www.mahindralogistics.com/media//pdf files/DIVIDEND-DISTRIBUTION-POLICY.pdf

B. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated revenue from operations for the year under review wasर 3851.34 crores as compared to र 3416.12 crores in the previous year registering agrowth of 12.74%. The consolidated EBITDA for the year under review stood at र 158.87crores recording an increase of 26.48% over the previous year of र 125.61 crores. Theconsolidated PAT grew by 32.76% from र 65.27 crores for the previous financial year to र86.65 crores for the financial year 2018-19.

The Non-Mahindra Group consolidated supply chain revenue grew by 8.80%to र 136838 crores for the financial year 2018 -19 in comparison to र 1257.69 croresfor the previous year. The Consolidated Financial Statements of the Company itssubsidiaries and joint venture company prepared in accordance with the Act the ListingRegulations and applicable Indian Accounting Standards along with all relevant documentsand the Auditors Report thereon form part of this Annual Report.

The Consolidated Financial Statements are also available on theCompany’s website and can be accessed at the weblink:http://www.mahindralogistics.com/investor/financial-information

In accordance with Section 136 of the Act and Regulation 46 ofthe Listing Regulations separate Audited Financial Statements in respect of eachof the Company’s subsidiaries are uploaded and available on the Company’swebsite at weblink: http://www.mahindralogistics.com/investor/financial-information andcopies of the same shall be provided to the Shareholders of the Company on receipt ofrequest thereof.

Subsidiaries Joint Venture and Associate Company Subsidiary Companies

Our subsidiary companies primarily deal in the business oftransportation and freight forwarding and continue to contribute to the overall growth ofthe Company.

As on date of this report the Company has two Indian unlistedsubsidiaries viz. Lords Freight (India) Private Limited and 2x2 Logistics Private Limited.During the year under review there were no additions/deletions in the number ofsubsidiaries of the Company.

Highlights of performance of the Company’s subsidiary companiesfor the financial year 2018-19 is given hereunder:

I. Lords Freight (India) Private Limited ("Lords")

Lords provides international freight forwarding services for exportsand imports customs brokerage operations project cargo services and charters. Duringfinancial year 2018-19 Lords recorded a gross income of र 174.38 crores as against र177.78 crores in the previous year.

With an objective of consolidating the Company’s shareholding inLords the Board of your Company approved purchase of upto 23.75% additional stake fromthe shareholders of Lords. To this end your Company has completed purchase of additionalstake of 22.92% thereby increasing its stake in Lords from 60.00% to 82.92% as on 31March 2019.

II. 2x2 Logistics Private Limited ("2x2")

2x2 specialises in offering automotive outbound logistics solutions tofour-wheeler and two-wheeler industries. During financial year 2018-19 2x2 recorded grossincome of र 59.24 crores for the year under review as against gross income of र 52.69crores in the previous year registering a growth of 12.43%. The Net Profit after Taxincreased by 76.39% and stood at र 1.27 crores for the year under review as against र 0.72crores for the previous year. The Company holds 55% stake in the said subsidiary.

Joint Venture

Transtech Logistics Private Limited ("Transtech")

With a view to bring operational efficiencies in the Supply ChainManagement Function of the Company and to offer technology solutions to our customers andbusiness partners your Company announced the acquisition of a strategic stake inTranstech which provides Transport Management Solution (TMS) to Third Party LogisticsCompanies ("3PLs") Shippers and Transporters on a ‘Software as aService’ model (SaaS) under the brand name "ShipX".

During the year under review as part of the Company’s largerend-to-end digitization plan your Company acquired 39.79% stake in the share capital ofTranstech thus making Transtech a joint venture company within the meaning of Section2(6) of the Act.

A report on the highlights of the performance and financial position ofeach of the Company’s subsidiaries and joint venture company is included in theConsolidated Financial Statements and the salient features of their Financial Statementsand their contribution to overall performance of the Company as required under Section129(3) of the Act read with the rules framed thereunder is provided in Form AOC-1 andforms part of this Annual Report.

Associate Company

As on 31 March 2019 and the date of this report the Company has noassociate companies.

Policy on Material Subsidiaries

During the year under review the Board of your Company revised itsPolicy for determining Material Subsidiaries effective

1 April 2019 in line with the provisions of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations2018 ("Amended Listing Regulations"). The revised Policy as approved by theBoard is uploaded on the Company’s website and can be accessed at the weblink:https://www.mahindralogistics.com/ media//pdf files/MATERIAL-SUBSIDIARY-POLICY.pdf

Material Subsidiaries

In terms of the criteria laid down in the said Policy and the ListingRegulations the Company does not have any Material Subsidiary as on date of this report.

C. INVESTOR RELATIONS

Your Company continuously strives for excellence in its InvestorRelations engagement with International and Domestic investors through structured earningsconference-calls and periodic investors/analyst interactions viz. one-on-one/groupmeetings plant/facility visits participation in investor conferences organized byreputed Global and Domestic broking houses to highlight details of the Company’soperations business and financial performance and industry developments.

Interactions with Investors

Your Company interacted with over 100 Indian and overseasanalyst/investors/funds during the year under review. Your Company believes in building arelationship of mutual understanding with its investors/analysts and ensures that criticalinformation about the Company is available to all the investors/ analysts andShareholders by uploading all such information on the Company’s website and on thewebsite of the Stock Exchanges where equity shares of the Company are listed.

Means of communications with Investors

The schedule and outcomes of all interactions with investors fundmanagers analysts are promptly disseminated to the Stock Exchanges where equity shares ofthe Company are listed and uploaded on the website of the Company. The Company alsouploads text and audio transcripts of quarterly earnings conference calls withinvestors/analysts on the website of the Company.

The Company’s earnings presentations on the published financialresults uploaded on website of stock exchanges and presented to investors/analysts afterdeclaration of the results along with the transcripts of the earnings conference calls isuploaded on the website of the Company and can be accessed at the weblink:http://www.mahindralogistics.com/investor/financial-information

D. REGISTRAR AND SHARE TRANSFER AGENT

Your Company has appointed Link Intime India Private Limited as itsRegistrar and Share Transfer Agent for handling all activities in relation to theCompany’s share transfer facilities. Contact details of Link Intime India PrivateLimited are provided in the ‘Report on Corporate Governance’ which forms partof this Annual Report.

E. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls withreference to the Financial Statements commensurate with the size scale and complexity ofits operations. Such controls have been assessed during the year under review taking intoconsideration the essential components of internal controls stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by The Institute ofChartered Accountants of India. Based on the results of such assessments carried out byManagement no reportable material weakness or significant deficiencies in the design oroperation of internal financial controls were observed. Regular audits and reviewprocesses ensure that such systems are reinforced on an ongoing basis.

Your Company uses SAP ERP Systems as a business enabler and to maintainits Books of Account. The transactional controls built into the SAP ERP systems ensureappropriate segregation of duties appropriate level of approval mechanisms andmaintenance of supporting records. The system controls standard operating procedures arereviewed by the management and audited by the Internal Auditor and their findings andrecommendations are reviewed by the Audit Committee which ensures implementation.

The Company has also adopted policies and procedures for ensuring theorderly and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules 2014and based on the representation received and after due enquiry your Directors confirmthat they have laid down internal financial controls with reference to the FinancialStatements and these controls are adequate.

F. CREDIT RATING

Your Company continues to enjoy a strong credit rating which denotes ahigh degree of safety regarding timely servicing of its financial obligations. During theyear under review ICRA Limited re-affirmed the ratings assigned to the facilities of theCompany as given hereunder:

Rating Facility
[ICRA] AA (stable) Long-term fund-based facilities of र 50 crores
[ICRA] A1 + Short-term non-fund-based facilities of र 15 crores

As on 31 March 2019 the Company has no outstanding long-term orshort-term loan.

G. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Listing Regulations a detailed analysis of yourCompany’s performance is discussed in the section titled ‘Management Discussionand Analysis’ which forms part of this Annual Report.

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year under reviewwere in the ordinary course of business and on arms length basis and pre-approved by theAudit Committee. Prior omnibus approval of the Audit Committee is obtained fortransactions with related parties which are repetitive in nature.

Material Related Party Transactions

Your Company has entered into Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover of the Company as per thelast audited financial statements with Mahindra & Mahindra Limited the HoldingCompany and ‘Promoter’ of the Company. These transactions were in the ordinarycourse of business and on arms length basis details of which as required to be providedin Section 134(3)(h) of the Act are disclosed in Form AOC – 2 as Annexure IIand forms part of this Annual Report. The same are also given in note no. 34 of theStandalone Financial Statements of the Company for the year ended 31 March 2019. Apartfrom above the Company has not entered into any transactions with any person or entitybelonging to the promoter group which holds 10% or more shareholding in the Company.

Policy on Materiality of and on Dealing with Related Party Transactions

During the year under review the Board of your Company effective 1April 2019 amended the Policy on Materiality of and on Dealing with Related PartyTransactions in line with Regulation 23 of the Amended Listing Regulations. The revisedpolicy as approved by the Board is uploaded on the Company’s website and can beaccessed at the weblink: https://www.mahindralogistics.com/ media//pdffiles/RELATED-PARTY-TRANSACTION-POLICY.pdf

I. AUDITORS’ AND THEIR REPORTS

Statutory Auditor

The Members of the Company had at their 10th AGM held on 14August 2017 appointed Deloitte Haskins & Sells LLP Chartered Accountants (FirmRegistration No. 117366W/ W-100018) ("Deloitte") as the Statutory Auditor of theCompany to hold office for a term of five years commencing from the conclusion of the 10thAGM up to the conclusion of 15th AGM of the Company to be held in the year2022. The requirement to place the matter relating to ratification of auditors appointmentby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from 7 May 2018. Accordingly no resolution is being proposed for ratification ofappointment of Statutory Auditor at the ensuing AGM and a note in respect of same has beenincluded in the Notice of the ensuing AGM.

Unmodified Auditors Report

The Auditors’ Report on the standalone and consolidated FinancialStatements for the financial year 2018-19 forms part of this Annual Report and isunmodified i.e. it does not contain any qualification reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of yourCompany has appointed M/s. Sandeep P Parekh & Co. Practicing Company Secretaries(Certificate of Practice No. 7693) as the Secretarial Auditor of the Company to undertakethe secretarial audit of the Company.

Additionally the Company has obtained a Secretarial Compliance Reportfor the financial year ended 31 March 2019 from M/s. Sandeep P Parekh & Co. incompliance with the Regulation 24A of the Listing Regulations and the SEBI circularCIR/CFD/CMD1/27/2019 dated 8 February 2019.

Unmodified Secretarial Audit Report and Secretarial Compliance Report

The Secretarial Audit Report and the Secretarial Compliance Report areunmodified i.e. they do not contain any qualification reservation or adverse remark.

The Secretarial Audit Report given by the Secretarial Auditor in FormNo. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunderfor the financial year ended 31 March 2019 has been annexed to this Board Report as AnnexureIII and forms part of this Annual Report.

Internal Audit

The Board on recommendation of the Audit Committee has appointed anInternal Auditor of your Company in compliance with Section 138 of the Act read with theCompanies (Accounts) Rules 2014.

Cost Audit

The provisions of Cost Audit and maintenance of cost records asspecified by the Central Government under Section 148(1) of the Act are not applicable tothe Company and hence such accounts and records are not required to be maintained by theCompany.

Reporting of frauds by Auditors

During the year under review the Statutory Auditor and the SecretarialAuditor have not reported any instances of frauds committed in the Company by its officersor employees to the Audit Committee or the Board under Section 143(12) of the Act asrequired to be reported in this report.

J. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

Particulars of loans given investments made and the purpose for whichthe loan is proposed to be utilised by the recipient pursuant to Section 186 of the Actare given under note nos. 6 and 34 annexed to Standalone Financial Statements for the yearended 31 March 2019 and the same form part of this report. During the year under reviewthe Company has not provided any guarantees and securities in connection with any loansgiven.

K. PUBLIC DEPOSITS AND LOANS/ADVANCES

Your Company has not accepted any deposits from the public or itsemployees during the year under review and no amount of principle or interest wasoutstanding as of the year ended

31 March 2019. There were no other deposits falling under Rule 2(1)(c)of the Companies (Acceptance of Deposits) Rules 2014 at the beginning of the year duringthe year and at the end of the year. Hence there are no deposits which are not incompliance with the requirements of chapter V of the Act. The Company has not accepted anyloans from its Directors during the year under review.

During the year under review no loans/advances have been received fromHolding Company of the Company no loans/ advances have been made to subsidiary companiesor companies/firms in which directors are interested which are required to be disclosed inthe annual accounts of the Company pursuant to Regulations 34(3) of the ListingRegulations read with Para A of Schedule V of the Listing Regulations.

L. EMPLOYEES

Key Managerial Personnel ("KMP")

The following have been designated as Key Managerial Personnel of theCompany pursuant to the provisions of Sections 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

1. Mr. Pirojshaw Sarkari Chief Executive Officer

2. Mr. Yogesh Patel Chief Financial Officer

3. Ms. Brijbala Batwal Company Secretary

Changes in Key Managerial Personnel

During the year under review Mr. Nikhil Nayak stepped down from hisposition of Chief Financial Officer and KMP of the Company with effect from the close ofbusiness hours of 31 August 2018 consequent to his decision to opt for retirement. TheBoard places on record their sincere appreciation for the valuable contributions made byMr. Nikhil Nayak during his long-standing tenure with the Company.

The Board of Directors at their Meeting held on 29 August 2018 onrecommendation of the Nomination and Remuneration Committee and the Audit Committeeappointed Mr. Yogesh Patel as the Chief Financial Officer and KMP of the Company witheffect from 1 September 2018.

Employee Stock Option Schemes

In terms of the Members approval at their 11th AnnualGeneral Meeting dated 2 August 2018 your Company implemented an employee stock optionplan namely Mahindra Logistics Employee Restricted Stock Unit Plan 2018 for furtherinculcating an employee ownership culture and to induct and retain talents in theCompany.

The Company has in force the following Employee Stock Option schemesunder the provisions of the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 ("the SEBI SBEB Regulations"):

1. MLL – Key Executive Stock Option Scheme 2012 ("MLL –KESOS 2012"); and

2. Mahindra Logistics Employee Restricted Stock Unit Plan 2018("RSU Plan 2018");

Both schemes of the Company are in compliance with the provisions ofthe SEBI SBEB Regulations and there were no material changes made to the said schemesduring the year under review.

The Nomination and Remuneration Committee of the Board granted 613484Restricted Stock Units ("RSUs") to the eligible employees of the Company underthe RSU Plan 2018 during the year under review. No stock options were granted to employeesunder the MLL – KESOS 2012 during the year under review.

Your Company’s Statutory Auditor Deloitte Haskins & Sells LLPhave certified that both the abovementioned schemes have been implemented in accordancewith the SEBI SBEB Regulations and the resolutions passed by the Members for therespective Schemes. The certificate will be placed at the ensuing AGM for inspection bythe Members.

Disclosures in relation to the MLL – KESOS 2012 and the RSU Plan2018 as required under Regulation 14 of the SEBI SBEB Regulations read with the SEBICircular CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 have been uploaded on the websiteof the Company and can be accessed at the weblink:www.mahindralogistics.com/investor/financial-information The said information is alsoprovided in the note no. 24 of the Notes to the Standalone Financial Statements.

Particulars of Employees and related disclosures

Your Company had 15 employees who were in receipt of remuneration ofnot less than र 10200000/- during the year ended 31 March 2019 or not less than र850000/- per month during any part of the year.

Details of employee remuneration as required under provisions ofSection 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available for inspection at theRegistered Office of the Company during working hours 21 days before the ensuing AGM andshall be made available to any Shareholder on request. Such details are also available onyour Company’s website and can be accessed at the weblink:www.mahindralogistics.com/investor/financial-information

Disclosures with respect to the remuneration of the Directors the KMPand the employees of the Company as required under

Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in AnnexureIV to this Report.

M. EMPLOYEE RELATIONS

Your Company continues its efforts to propagate and implement employeecentric practices by engaging all employees including fixed term and contract employeesthrough several initiatives under Sanjeevani an Employee Relations Framework and alsothrough sustained engagement with the union committees at a few critical locations.

Some of the initiatives conducted under Sanjeevani include:

– Samvaad - an employee connect program;

– Talent Development Framework for ensuring functional andleadership capability development of employees at all levels;

– Works Committees at locations to ensure inclusive participationof employees;

– Welfare initiatives ensuring coverage of contractual workforceunder the Pradhan Mantri Beema Yojana;

– Awareness workshops on employee state insurance and providentfund benefits;

– Health and wellness initiatives through Swayam the platform forphysical and emotional well-being; As a result of the above approach the overall EmployeeRelations scenario continues to be positive and healthy across all our locations.

A detailed note on HR initiatives of the Company is included in sectiontitled ‘Management Discussion and Analysis’ which is a part of this AnnualReport.

N. ENVIRONMENT HEALTH AND SAFETY

The Company being a leading Third-Party Logistics (3PL) organizationrecognizes its employees partners and business associates as important assets and iscommitted to providing a safe and healthy work environment at all operating locations. TheCompany has adopted an Environment Health and Safety ("EHS") Policy toestablish effective control measures for EHS management across all locations. The EHSpolicy is displayed at all prominent locations and offices and communicated to allstakeholders. The Company demonstrates strong leadership commitment towards EHS throughits Management Safety Council headed by the CEO of the Company.

Preventing and reducing workplace accidents is a key focus for yourCompany and is emphasised at all levels through constant communications programmes andtrainings.

The EHS policy is supported by safety management programs for near missrecordings safety kaizens safety trainings safety observation tours to identify assessand control EHS risks. Multiple measures and actions are implemented through competencytraining programs like Defensive driver training First Aid Fire Fighting EmergencyPreparedness and Forklift driving. The Company has also initiated ACE learning programswhich includes safety practices and best practices related to EHS.

Your Company has established a dedicated safety team to oversee theimplementation of a comprehensive driver safety culture at a PAN India level. During theyear your Company has trained over 12000 drivers under Pradhan Mantri Kaushal VikasYojana.

To promote and sustain a strong safety culture your Company organisesvarious annual events like National Road Safety Week National Safety Week WorldEnvironment Day and Drivers’ Day. A Safety Pledge is also taken at offices and atwork locations.

Your Company also carries out internal safety audits and externalelectrical audits of facilities for assessing and managing safety risks with respect tothe warehousing and logistics verticals. The Company is also a registered member of theNational Safety Council.

During the year your Company continued its commitment to improve thewellbeing of employees and contract workmen by organizing health examination camps healthcheck-ups Eye check-up camps for drivers and blood donation camps.

During the year under review your Company successfully implemented aZero Accident Project towards creating a ‘Zero Accident Zone’ on theNashik-Bhiwandi expressway which is a major corridor in which the Company operates.

O. QUALITY

We believe in adopting an integrated approach to drive excellence ineverything we do. At the organisational level your Company follows ‘The MahindraWay’ ("TMW") the Group's Business Excellence Model. It is an approach thatextends beyond the quality of our products and services to encompass excellence in allfunctions processes and operations within the businesses in the Mahindra Group.

Management and key business processes are selected for drivingimprovements through a structured and systematic approach. Every year your Companyundergoes an annual assessment by experienced assessors and basis the feedback receivedimprovements are carried out by following a PDCA (Plan-Do-Check-Act) approach. Thisprovides us with regular feedback on our progress and also serves as a common yardstick tomeasure TMW maturity (On process and results) across different companies in the Group.Your Company follows a continuous improvement approach across all operations andfunctions. At the operating locations high Impact Projects are selected for drivingimprovements using Six Sigma approach through use of 7 Quality control tools and advancedstatistical tools. Improvement projects are also driven through Lean tools like 5Sprocess mapping waste elimination value stream mapping makigami analysis etc.

Quality Initiatives

Your Company continued its quality and improvement initiatives acrossthe organisation. Your Company successfully implemented 9000+ Kaizens crossed 50+ qualitycircles 100+ yellow belt projects and 7+ green belt projects using advanced statisticaltools in the financial year 2018-19. Over 1000 employees were trained on Daily WorkManagement and Standardization (DWMS) 5S Task Achieving Quality Control storyDiagnostics Assessment approach Mahindra Yellow Belt Mahindra Green BeltPlan-Do-Check-Act Total Productive Management etc. During the year under review yourCompany also launched a revamped Business Excellence Annual Awards structure where eachselected location across businesses and service lines are assessed through a comprehensiveDiagnostics Assessment checklist (Functional + Continuous Improvement approachassessment). Basis the assessments initiatives are planned for further improvementsthrough the PDCA approach. Best performing locations are awarded Star Ratings andrewarded.

Quality has always been an integral part of the Company and ourobjective is to motivate everyone to embrace the quality culture as part of their routinework. To this end in November 2018 your Company celebrated Quality month at Pan Indialevel with a theme on "Quality starts with I & U" with focus on spreadingknowledge about Quality tools and techniques through activities and Quality Gyan.

The Company has attained ISO 9001:2015 certification from BureauVeritas with ZERO non-conformities for its Volkswagen facility at Chakan Pune one of thelargest Auto Customer.

P. BOARD & COMMITTEES

Board

As on date of this report the Board of your Company comprises of eightNon-Executive Directors of whom four (i.e. 50%) are Independent Directors.

Appointment of Directors Mr. S. Durgashankar

The Board of the Company based on the recommendation of the Nominationand Remuneration Committee ("NRC") appointed Mr. S. Durgashankar (DIN:00044713)as an Additional and Non-Executive Director liable to retire by rotation witheffect from 7 May 2019 subject to the approval of the Members through ordinary resolutionat the ensuing AGM.

Ms. Avani Davda

On recommendation of the NRC Ms. Avani Davda (DIN:07504739) wasappointed as an Additional Non-Executive Independent Director not being liable to retireby rotation to hold office for a first term commencing from 6 June 2018 upto the AnnualGeneral Meeting to be held in 2022 subject to approval of the Members. The Members at the11th AGM held on 2 August 2018 accorded their approval for appointment of Ms.Avani Davda as a Non-Executive Independent Director of the Company.

Director Retiring by Rotation Mr. Zhooben Bhiwandiwala

In terms of Section 152 of the Act Mr. Zhooben Bhiwandiwala Chairman& Non-Executive Director (DIN:00110373) retires by rotation and being eligibleoffers himself for re-appointment at the ensuing AGM. Brief profile and other relevantdetails of Mr. Zhooben Bhiwandiwala and Mr. S. Durgashankar in terms of the provisions ofthe Listing Regulations and Secretarial Standard-2 on General Meetings is provided in thesection titled ‘Report on Corporate Governance’ and the Notice of the ensuingAGM which forms part of this report.

A proposal seeking Shareholders’ approval for theirappointment/re-appointment forms a part of the Notice of the ensuing AGM.

Cessation

Mr. Chandrasekar Kandasamy

Mr. Chandrasekar Kandasamy (DIN:01084215) Non-Executive Director ofthe Company stepped down from the Board of your Company with effect from 7 May 2019consequent to his retirement from the services of Mahindra & Mahindra Limited HoldingCompany. He also ceased to be Member of the Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholders’ RelationshipCommittee of the Board effective 7 May 2019. The Board places on record its sinceregratitude and deep appreciation for the valuable contributions made by Mr. ChandrasekarKandasamy as Board Member during his association with the Company.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarationsand confirmed that they meet the criteria of Independence as provided under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board of your Company has carried out an annual evaluation of its ownperformance and that of its Committees as well as reviewed the performance of theDirectors individually for financial year 2018-19. The performance evaluation of theNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors.

The Independent Directors also carried out evaluation of the Chairmanof the Company considering the views of the other Non-Executive Directors and assessedthe quality quantity and timeliness of flow of information between the Company Managementand the Board that is necessary for the Board to effectively and reasonably perform theirduties.

The Directors also carried out performance evaluation of the ChiefExecutive Officer of the Company.

Process of evaluation

Feedback for each of the evaluations was sought by way of internalstructured questionnaires through a secured electronic portal whereby the Directors andthe Committee Members were provided with a weblink and password for accessing thequestionnaires and submitting their feedback/comments.

The questionnaires for performance evaluation are in alignment with theguidance note on Board evaluation issued by the Securities and Exchange Board of India("SEBI") vide its circular dated 5 January 2017 and cover variousattributes/functioning of the Board such as adequacy of the composition of the Board andits Committees Board culture execution and performance of specific duties etc. based onthe criteria approved by the NRC.

The Members were also able to give qualitative feedback and commentsapart from the standard questionnaires.

Results of evaluation

The outcome of the evaluations was presented to the Board the NRC andthe Independent Directors at their respective meetings for assessment and development ofplans/suggestive measures for addressing action points that arise from the outcome of theevaluation.

The Directors expressed their satisfaction on the parameters ofevaluation the implementation and compliance of the evaluation exercise done and theresults/outcome of the evaluation process.

The outcome of the evaluations with the feedback/comments given by theBoard Members are provided in the section titled ‘Report of CorporateGovernance’ which forms part of this report.

Familiarization Program for Independent Directors

Your Company conducts induction and familiarisation programs for theIndependent and Non-Executive Directors joining the Board to familiarise them with theCompany its management and its operations.

Details of familiarization programs imparted to Independent Directorsof the Company familiarising them on their roles rights responsibilities in the Companynature of industry in which the Company operates business model of the Company number ofprograms and number of hours spent by each of them in terms of the requirements of theListing Regulations are available on the Company’s website and can be accessed at theweblink: https://www.mahindralogistics.com/media//pdffiles/Familiarization-Program-FY-2018-19.pdf

Remuneration Policy and criteria for determining attributesqualification independence and appointment of Directors

During the year under review your Company amended the Policy onappointment and remuneration of Directors and senior management and succession planning("Appointment and Remuneration Policy") effective 1 April 2019 to incorporatethe provisions of the Amended Listing Regulations. The said policy inter alia includescriteria for determining qualifications positive attributes and independence ofDirectors.

The Amended Appointment and Remuneration Policy is provided in AnnexureV and forms part of this report. The said policy is also uploaded on website of theCompany and can be accessed from the weblink: https://www.mahindralogistics.com/media//pdf files/Nomination-Remuneration-Policy.pdf

You Company has in place processes for orderly succession planning ofits Directors and Senior Management which aims to identify high growth individuals trainthem and feed the pipelines with new talent. The Company has a process of identifyingHi-pots and critical positions and mapping suitable successors for these positions.

Remuneration to Directors

In line with the Appointment and Remuneration Policy the IndependentDirectors of the Company are entitled to commission of up to र 600000/- per annum basedon recommendations made by the NRC and approved by Board within the ceiling of 1% or 3% ofannual net profits of the Company as the case may be for each of the financial yearscommencing from 1 April 2017. The remuneration of the Independent Directors is determinedby the Board based on their performance evaluation done by the entire Board which interalia includes their participation in the Board and Committee Meetings during the yearother responsibilities undertaken and contributions to the deliberations of the Board andto the Company.

The Non-Executive Directors were not paid any remuneration in any formwhatsoever during the year under review.

The remuneration paid to the Independent Directors for the financialyear 2018-19 was as per the terms laid down in the said Appointment and RemunerationPolicy of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act your Directors based onrepresentation from the operating management and after due enquiry confirm that: a. Inthe preparation of the annual accounts for the financial year ended 31 March 2019 theapplicable accounting standards had been followed and no material departures have beenmade from the same; b. They had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year on 31 March 2019 and of the profits of the Company for the financial yearended on that date; c. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d. They have prepared the annual accounts on a going concern basis; e. They have laid downinternal financial controls to be followed by the Company and such internal financialcontrols were adequate and were operating effectively during the financial year ended 31March 2019; f. They have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectivelythroughout the financial year ended 31 March 2019.

Board Meetings and Annual General Meeting

The Board of your Company meets at least four times in a year and thegap between two Meetings does not exceed 120 days. An annual calendar of Meetings isprepared and circulated in advance to all Directors. In case of exigencies resolutionsare passed through circulation in terms of Section 175 of the Act.

Annual General Meeting

The 11th AGM of your Company was held on 2 August 2018.

Number of meetings of the Board of Directors

During the year ended 31 March 2019 eight Board Meetings were held.Details of attendance of meetings of the Board and the AGM are included in the sectiontitled ‘Report on Corporate Governance’ which forms part of this Annual Report.

Meeting of Independent Directors

The Independent Directors of your Company meet at least once in a yearwithout the presence of the Non-Independent Directors the CEO and the CFO of theCompany.

The Meetings are conducted to enable the Independent Directors tointer alia discuss matters pertaining to review of performance of the Non-IndependentDirectors the Board as a whole and the Chairman of the Company (taking into account theviews of the Non-Executive Directors) and to assess the quality quantity and timelinessof flow of information between the Company’s Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. During theyear under review the Independent Directors met once on 11 April 2018 and the Meeting wasattended by all the Independent Directors of the Company.

Board Committees

The Board has constituted various committees in compliance with therequirements of the Act and the Listing Regulations viz. Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee Stakeholders’Relationship Committee and Risk Management Committee. The details of composition of thesaid Committees their terms of reference meetings held and attendance of the CommitteeMembers thereat during the financial year 2018-19 is provided in the section titled‘Report on Corporate Governance’ which forms part of this Annual Report.

Audit Committee

As on the date of this report the Audit Committee comprises of fourNon-Executive Directors of whom three Directors (i.e. 2/3rd) including theChairman are Independent. All the Members of the Committee are financially literate andmajority possess strong accounting and financial management knowledge.

Composition

Details of the composition of the Audit Committee as on the date ofthis report is given hereunder:

– Mr. Ajay Mehta Independent Director – Chairman

– Mr. S. Durgashankar Additional and Non-Executive Director– Member (w.e.f 7 May 2019)

– Mr. Darius Pandole Independent Director – Member

– Ms. Avani Davda Independent Director – Member Mr. ZhoobenBhiwandiwala and Mr. Parag Shah Non-Executive Directors are permanent invitees to themeetings of the Committee. The Company Secretary of the Company acts as the secretary tothe Committee.

Changes in composition

During the financial year 2018-19 Ms. Avani Davda IndependentDirector was inducted as a Member of the Audit Committee w.e.f. 2 August 2018.

Consequent to changes in the Board of Directors Mr. ChandrasekarKandasamy Non-Executive Director ceased to be Member of the Committee and Mr. S.Durgashankar Additional and Non-Executive Director was appointed as Member of theCommittee with effect from 7 May 2019. Mr. Ranu Vohra Independent Director also ceased tobe Member of the Committee effective 7 May 2019.

Recommendations of the Audit Committee

All the recommendations made by the Audit Committee were accepted bythe Board of the Company during the year under review.

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 onBoard Meetings (SS-1) and the Secretarial Standard-2 on General Meetings (SS-2) issued byThe Institute of Company Secretaries of India and approved by the Central Government andthat such systems are adequate and operating effectively.

During the year under review your Company followed compliance with theapplicable Secretarial Standards–SS-1 and SS-2.

Q. GOVERNANCE

Corporate Governance

The Corporate Governance Policies guide the conduct of affairs of yourCompany and clearly delineate the roles responsibilities and authorities at each level ofits governance structure and key functionaries involved in governance.

Your Company has in place Code of Conduct ("the Codes") forits Directors Senior Management Personnel and Employees. These Codes enunciate theunderlying principles governing the conduct of your Company’s business and seek toreiterate the fundamental precept that good governance must and would always be anintegral part of your Company’s ethos. An affirmation on the said Codes is receivedfrom the Directors and Senior Management Personnel on an annual basis.

Your Company is committed to transparency in all its dealings andplaces high emphasis on business ethics. A Report on Corporate Governance along with aCertificate from a Practising Company Secretary regarding compliance with the conditionsof Corporate Governance as stipulated under Schedule V of the Listing Regulations formspart of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act the Rules prescribedthereunder and the Listing Regulations is implemented through the Company’s WhistleBlower Policy to enable all Directors employees and other stakeholders of the Company toreport genuine concerns regarding unethical behaviour actual or suspected fraud orviolation of the Company’s Codes and Policies instances of leak/suspected leak ofUnpublished Price Sensitive Information etc. The said mechanism also provides for adequatesafeguards against victimization of persons who use such mechanism and makes a provisionto provide for direct access to the Chairperson of the Audit Committee in appropriate andexceptional cases. The scope eligibility and other procedural aspects are detailed in thePolicy and in the section titled ‘Report on Corporate Governance’ which formspart of this Annual Report. The Whistle Blower Policy of your Company is available on theCompany’s website and can be accessed at the weblink: https://www.mahindralogistics.com/media//pdffiles/Whistle-Blower-Policy.pdf During the year under review none of the Whistle Blowerswere denied access to the Chairperson of Audit Committee of the Board.

Prevention of Sexual Harassment of Women

The Company has in place a Prevention of Sexual Harassment Policy forWomen in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ("POSH Act"). All womenemployees (permanent contractual temporary trainees) as well as women who visit thepremises of the Company for any purpose are covered under this Policy.

Pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules 2014 yourCompany has complied with the provisions relating to the constitution of InternalComplaints Committee under the POSH Act during the year under review.

All employees are briefed on the provisions of the POSH Act on joining.Your Company conducts various trainings and sensitisation programs across all locationsand verticals. During the year under review your Company also launched an e-learningmodule on POSH to increase awareness amongst employees. During the financial year 2018-19the Company received four complaints with allegations of sexual harassment. Two complaintswere resolved prior to 31 March 2019 and the remaining two complaints were resolved as onthe date of this report. As on date of this report all complaints have been resolved.

Business Responsibility Report

As required under Regulation 34(2)(f) of the Listing Regulations theBusiness Responsibility Report of your Company highlighting the initiatives taken by theCompany in the areas of social environment governance and economic responsibilities ofbusiness for the financial year 2018-19 in the prescribed format is available as aseparate section and forms part of this Annual Report.

Risk Management

Your Company has a well-defined risk management framework in placewhich inter alia includes identification of elements of risk if any which in the opinionof the Board may seriously impact the Company. Your Company has developed and implementeda Risk Management Policy which is approved by the Board. The Risk Management Policy interalia includes identification and assessment of risk of likelihood and impact mitigationsteps and reporting of existing and new risks associated with your Company’sactivities in a structured manner. This facilitates timely and effective management ofrisks and opportunities and achievement of your Company’s objectives. The ChiefFinancial Officer provides oversight and reports to the Board of Directors the AuditCommittee and the Risk Management Committee who have the responsibility for overseeing allrisks. In view of the growing scale of operations of the Company and in terms of theAmended Listing Regulations the Board of your Company constituted the Risk ManagementCommittee of the Board effective 2 August 2018 in accordance with the Listing Regulationscomprising of the members of the Board of Directors and Senior Executives of the Company.The Risk Management Committee is inter alia authorised to monitor and review the riskassessment mitigation and risk management plans for the Company from time to time andreport the existence adequacy and effectiveness of the above process to the Board on aperiodic basis.

The details of composition of the Risk Management Committee theirterms of reference meetings held and attendance of the Committee Members thereat duringthe financial year 2018-19 is provided in the section titled ‘Report on CorporateGovernance’ which forms part of this Annual Report.

R. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Corporate Social Responsibility ("CSR")

The Company is fully aligned to the vision of the Mahindra Group ofcontributing to our communities through both our Environment Health and Safety policiesas also our active CSR initiatives and Employee Social Option Programmes (ESOPs). In linewith the Company’s CSR Policy and CSR thrust areas your Company’s CSR effortscontinue to be directed towards upliftment of the driver community community welfarerural development education livelihood and vocational skills training public health andenvironmental conservation. Some of the key initiatives undertaken by the Company duringthe year under review are as follows:

Project Samantar

The Company’s flagship program is designed to address the basicneeds of the Driver community e.g. working conditions health & safety enhancedcapabilities etc. The initiatives under this program are designed based on the results ofa need assessment by field experts and NGOs. During the year 2018-19 a total of over 450initiatives were undertaken and more then 61000 drivers were covered under ProjectSamantar. The following programs were conducted:

1. Providing basic en-route facilities such as restrooms sanitationdrinking water medical check-ups etc.

2. Awareness programs to all employees and security personnel to treatdrivers with courtesy during their presence at all our operating sites and therebyenhance their dignity. Regular interactions with Drivers their families and seniormanagement are arranged and scholarships are awarded to their children. In the year2018-19 scholarships amounting to र 10.5 Lakhs were awarded to 151 children.

3. Safety Training and skills development by way of: a. Awarenesscampaigns stressing the importance of wearing seat belts following road signagespersonal hygiene etc. b. Defensive Driving Vehicle maintenance Mobile friendlinessetc.

4. A certification program under the Pradhan Mantri Kaushal VikasYojana (PMKVY) was flagged off targeting 10000 drivers in the year 2018-19. The focus ismainly on improving driving skills of the youth. During the year over 12000 drivers werecovered under this program surpassing the self-assumed target of 10000 drivers.

Gram Vikas

This is a village adoption program with holistic interventions over aperiod of 3 years to spur economic infrastructure and human development. In order toensure a long-term impact we focus these initiatives at one village at any given time.The program covers aspects of health & sanitation malnutrition education youthdevelopment women’s empowerment support to the farmer community and infrastructuredevelopment. The village has been chosen on basis of baseline data which shows the levelof basic amenities in the village in terms of safe drinking water healthcare &education facilities basic infrastructure like housing drainage systems and level ofsocial discrimination. The Aware village in Maharashtra’s Thane district was thefirst to be adopted in 2013. After the successful adoption of Aware village the Companyadopted Tembha village in Shahapur block Thane District in 2017-18. During the yearunder review the Company conducted various developmental activities at Tembha villageincluding the following:

• Water supply project in water-stressed hamlets. Out of

10 hamlets identified problems in 2 hamlets have been addressed.

• Renovation and comprehensive support for schools and

Anganwadies in the village.

• Hunger and malnutrition programs like distribution of foodgrains & groceries healthcare/sanitation awareness health check-up camps etc.

Nanhi Kali

Nanhi Kali is an initiative of the K.C. Mahindra Education Trust thatthe Company supports. Nanhi Kali aims to ensure that every girl child in India has accessto education. The Company supports this noble initiative of providing primary education tothe underprivileged girl child. The Company commits 50% of its CSR budget every financialyear towards Nanhi Kali project. During the financial year 2018-19 the Company hassupported more than 2300 girl students across the country through this project as against1776 girls supported in the previous year. The program provides educational and materialsupport to underprivileged girls from poor urban remote rural and conflict afflictedcommunities across India. The interventions in every community is planned by setting up a‘Village Education Committee’ which is sensitized on the importance of girlchild education and other resultant benefits that accrue therefrom.

Employee Social Option Programmes ("ESOPs")

Under ESOPs a Mahindra employee volunteering program employeesparticipate in various projects pertaining to health camps for communities treeplantations blood donation HIV awareness for drivers and the Swachh Bharat Abhiyan.

In October 2018 the Company inaugurated the "Zero AccidentProject" with a vision to reduce the motor accident fatality rates on theNashik-Bhiwandi Expressway. Under this program training activities pertaining to roadsafety awareness were imparted in schools colleges community organizations dhabas etc.and an en-route emergency rescue network was set up.

This initiative resulted in positive outcomes and between January 2019to March 2019. The fatality rate reduced to 2 persons as compared to the fatality rate of2.6 persons during January 2018 to September 2018.

In the current year over 7500 employees participated in various ESOPprograms contributing to over 43000 employee hours as against participation of over5000 employees and over 30000 employee hours in the previous year thus abiding by theGroup credo "Rise for Good".

CSR Committee

The Board re-constituted the CSR Committee to designate Mr. Ranu VohraIndependent Director as the Chairman of the Committee with effect from 29 March 2019.

Consequent to changes in the Board of Directors Mr. ChandrasekarKandasamy Non-Executive Director ceased to be Member of the CSR Committee and Mr.S. Durgashankar Additional and Non-Executive Director was appointed as Member of the CSRCommittee with effect from 7 May 2019. As of date of this report the CSR Committeecomprises of three Directors as given hereunder:

– Mr. Ranu Vohra Independent Director (Chairperson);

– Mr. Parag Shah Non-Executive Director (Member);

– Mr. S. Durgashankar Additional and Non-Executive Director(Member).

Mr. Zhooben Bhiwandiwala Non-Executive Director is a permanent inviteeof the Committee. The Company Secretary of the Company acts as the secretary to theCommittee. The role of the Committee includes formulation and recommending to the Board aCSR Policy which shall indicate the activities to be undertaken by the Company asspecified in Schedule VII of the Act and any amendments thereto recommendation of theamount of expenditure to be incurred on the CSR activities as enumerated in Schedule VIIof the Act and referred to in the CSR Policy of the Company as also to monitor the CSRPolicy and its implementation from time to time.

CSR Spend

During the year under review your Company incurred a CSR expenditureof र 1.5438 crores on its CSR activities as against a mandated spend of र 1.5430 croresbeing 2% of the average net profits of the Company during the preceding three financialyears.

CSR Policy

The CSR Committee has formulated and recommended to the Board aCorporate Social Responsibility Policy ("CSR Policy") which is being implementedby the Company. The CSR Policy including a brief overview of the projects or programsundertaken is uploaded on the Company website and can be accessed through the weblink:http://www.mahindralogistics. com/sustainability The salient features of the CSR Policy isprovided in Annexure VI of this report.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility activities for thefinancial year 2018-19 in accordance with Section 135 of the Act and the Companies(Corporate Social Responsibility Policy) Rules 2014 giving details of the composition ofthe CSR Committee CSR Policy and projects undertaken by the Company during financial year2018-19 is annexed in Annexure VII of this report.

S. SUSTAINABILITY

Your Company believes that adopting sustainable practices in all ouroperations is both a business imperative and a long term competitive advantage. To thisend we have adopted a ‘Triple Bottom Line’ approach to integrate economicprogress social responsibility and environment concerns for long term sustainablegrowth.

The Company has also adopted a Sustainability Policy with thisobjective. The Sustainability Policy is uploaded on the website of the Company and can beaccessed from the weblink: http:// www.mahindralogistics.com/sustainability

Being an asset-light Company we deploy our business partners’assets to deliver services to our customers. We recognize the fact that Green House Gas("GHG") emissions have a significant impact on the environment and in thisregard the Company has instituted various initiatives for enhancing fuel efficiency andmonitoring and reducing GHG emission intensity across the network of assets utilised bythe Company. These efforts have resulted in reduction in energy and costs improvedprocess efficiencies increased customer satisfaction.

Specific initiatives taken this regard are detailed in Annexure VIIof this report.

T. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to the energy conservation technologyabsorption and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided in AnnexureVIII and form part of this report.

U. SECRETARIAL

Authorised Share Capital

The authorized share capital of your Company as on 31 March 2019 was र1050000000/- divided into 105000000 equity shares of the face value of र 10/- each.

Changes in issued subscribed and paid-up share capital

During the year under review your Company issued and allotted 305760equity shares of face value of र 10/- each to eligible employees/ex-employees of theCompany towards exercise of the options granted to them under the MLL- Key Executive StockOption Scheme 2012 of the Company. The equity shares issued during the year under reviewrank pari passu with the existing equity shares of your Company. Consequently the issuedsubscribed and paid-up equity share capital of your Company increased during the yearunder review and as on 31 March 2019 stood at र 714476840/- divided into 71447684equity shares of the face value of 10/- each.

Annual Return

The Annual Return of the Company for the year ended 31 March 2019prepared in compliance with Section 92 of the Act and related Rules in prescribedForm No. MGT 7 is placed on the website of the Company and can be accessed at theweb link: http://www.mahindralogistics.com/investor/ financial-information The extract ofAnnual Return in prescribed Form No. MGT-9 is annexed as Annexure IX and forms partof this report.

V. GENERAL

Your 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 year under review:

• Issue of equity shares with differential rights as to dividendvoting or otherwise;

• Issue of sweat equity shares to employees of the Company underany scheme;

• Significant or material orders passed by the Regulators or

Courts or Tribunals which impact the going concern status and theCompany’s operations in future;

• Raising of funds through Preferential Allotment or Qualified

Institutions Placement;

• Voting rights which are not directly exercised by the employeesin respect of shares for the subscription/purchase of which loan was given by the Company(as there is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under Section 67(3)(c) of the Act).

W. ACKNOWLEDGMENTS

The Board of your Company conveys its deep gratitude and appreciationto all the employees of the Company for their tremendous efforts as well as theirexemplary dedication and contribution to the Company’s performance. We alsoacknowledge the invaluable support and contribution of all our Business Associates whocontinue their loyal partnership with our Company.

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.

On behalf of the Board of Directors
Zhooben Bhiwandiwala
Chairman
Mumbai 7 May 2019 DIN:00110373

.