Your Directors have immense pleasure in presenting the Thirty Third (33rd ) AnnualReport together with the Audited Financial Statements of our Company for the FinancialYear ended March 31 2018.
1. FINANCIAL PERFORMANCE
The Company has adopted Indian Accounting Standards (Ind-AS) with effect from April12017 (transition date being April 1 2016) pursuant to the notification issued byMinistry of Corporate Affairs dated February 16 2015 regarding the Companies (IndianAccounting Standards) Rules 2015. Accordingly the financial results have been preparedin accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section133 of the Companies Act 2013 read with relevant rules issued there under. The resultsfor the year ended March 31 2017 have been restated to comply with Ind AS to make thesecomparable. The accounting policies have been consistently applied and the Managementtakes into cognizance all new as well as revised accounting standards on an ongoing basis.
The Key highlights of financial performance of your Company for the Financial Year2017-18 were as under with comparative position of previous year's performance:-
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations Expenses ||38487.20 ||54799.20 |
| || || |
|a) Employee benefit Expense ||1379.60 ||1313.35 |
|b) Finance costs ||714.22 ||805.45 |
|c) Operating and other expenses ||35572.0 ||51579.58 |
|Total Expenses ||37665.82 ||53698.38 |
|Operating Profit (EBITDA) ||821.38 ||1100.82 |
|Depreciation and amortization expense ||314.40 ||270.26 |
|Operating Profit after Interest and Depreciation ||560.98 ||830.56 |
|Other Income ||94.02 ||70.28 |
|Profit before Tax ||601.01 ||900.84 |
|Tax Expenses ||213.65 ||340.74 |
|Net Profit for the year ||387.36 ||560.10 |
|Other Comprehensive Income ||0.00 ||0.00 |
|Total Comprehensive Income ||387.36 ||560.10 |
During the year the revenue from operations declined to Rs. 38487.20 Lakhs as againstRs. 54799.20 Lakhs in the previous financial year 2016-17 recording a decline of 30%.Our Net profits declined to 387.36 Lakhs for the current financial year 2017-18 as againstRs. 560.10 Lakhs in the previous financial year 2016-17 recording a decline of 31 %.
2. STATE OF THE COMPANY'S AFFAIRS
The operational highlights of the Company during the year are as follows:-
During the year the Company has announced extension of Contract to earliercontract from TATA Steel Limited for a consideration of Rs. 50 crore. The revised grosscontract value from TATA Steel now stands at Rs. 450 crore from earlier contract value Rs.400 crore. The contract towards transportation from Sukinda mines now stands revised toRs. 150 crore from earlier Rs. 100 crore to be executed and completed by December 2018.Value of contract towards transportation from Joda mines continues to stand at Rs 300 cr..
Partial truck load Sundry Movement has declined from 58.17% in the previous year2016-17 to 53.91% in the current year 2017-18.
Full truck load grew by 46.09 % in the FY 2017-18 as compare to 41.83% in theprevious year 2016-17.
The Company is looking to expand its existing 1.5 mn. sq.ft warehousingcapabilities over the next two years across 50 major Indian cities with its Asset Lightapproach which includes owned and leased under management. The Warehousing anddistribution segment is to be headed by Mr. Utkarsh Jain.
Continued focus on improving profitability by moving away from non profitableclients
Top 5 customers contributed 33% of total revenues in FY 2017-18 as compared to19% in FY 2016-17.
Rating of Crisil BBB-/stable on our long-term debt
Your Company needs Capital for its expansion plans therefore the Board of Director hasdecided to invest the profit into the operations of the Company. Hence no dividend isrecommended for the financial year ended 31st March 2018.
4. SHARE CAPITAL
The issued and paid up share capital of the Company as on March 31 2018 was Rs 5019.73Lakhs divided into 50197336 equity shares of Rs. 10 each against the Authorized ShareCapital of Rs. 5400.00 Lakhs divided into 54000000 equity shares of Rs.10 each.
5. TRANSFER TO RESERVES
The Company doesn't propose to transfer any amount to General Reserve during thefinancial year 2017-18.
6. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the Annual Return in Form MGT-9 isplaced on the website of the Company at www. neccgroup.com.
7. CORPORATE GOVERNANCE
We at NECC believe that good and effective Corporate Governance is critical toachieve corporate vision and mission of the organization; it is more of an organizationalculture than a mere adherence to rules and regulations. Your Company has established andmaintained a strong ethical environment overseen by Board of Directors where 3 out of 6Directors are Independent. The Company's practices and policies reflect the true spirit ofCorporate Governance initiatives.
Your Company is in compliance of all mandatory requirements of Corporate Governance asstipulated as per Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations 2015. In terms of Regulation 34 of the Listing Regulations aReport on Corporate Governance along with Compliance Certificate issued by the StatutoryAuditors of the Company is attached and forms integral part of this Report (hereinreferred to Corporate Governance Report").
8. BOARD & COMMITTEES OF BOARD
The details of the composition terms of reference and number of meetings of the Boardand its Committee held during the financial year 2017-18 are provided in the CorporateGovernance Report.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 152 and 161(1) of the Companies Act2013 read with rules made there under and the Articles of Association of the Company Mrs.Reena Gupta (DIN: 06966728) was appointed as Additional Director w.e.f 25th April 2017and to hold the office up to the date of 32nd Annual General Meeting of the Company.Further the shareholders of the Company at its Annual General Meeting held on 28thSeptember 2017 regularized her appointment as Director of the Company not liable toretire by Rotation.
As per the provisions of the Companies Act 2013 and in Articles of Association of theCompany Mr. Utkarsh Jain (DIN:05271884) shall retire by rotation in the ensuing 33rdAnnual General Meeting and being eligible offers himself for re-appointment. The Board ofDirectors on recommendation of Nomination & Remuneration Committee recommends hisre-appointment.
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas re-appointed Mr. Sunil Kumar Jain as Managing Director and Mr. Utkarsh Jain as WholeTime Director of the Company for a period of
5 (five) years with effect from October 1 2018 subject to approval of shareholderson such terms as set out in the Explanatory Statement annexed to the Notice convening thisAnnual General Meeting as their current term of office is up to September 30 2018.
The term of office of Mr. Manoj Kumar Jain Mr. Mohak Jain and Mr. Utsav JainIndependent Directors will expire on March 31 2019. The Board of Directors on the basisof Performance Evaluation carried by Nomination and Remuneration Committee recommendstheir re-appointment as Independent Directors for the second term of 5 (five) consecutiveyears on the expiry of their current term of office.
The Board of Directors hereby confirms and represent that none of the Directors of theCompany are disqualified from being appointed as Director pursuant to Section 164 of theCompanies Act 2013. Mr. Manoj Kumar Jain Mr. Mohak Jain and Mr. Utsav Jain IndependentDirectors have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and in Listing Regulations.
Brief particulars and expertise of directors seeking appointment / reappointmenttogether with their other directorships and committee memberships have been given in theannexure to the notice of the Annual General Meeting in accordance with the requirementsof the Listing Regulations and applicable Secretarial Standards.
In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company as on date of this report:
1. Mr. Shyam Lal Yadav Chief Financial Officer
2. Ms. Mamta Bisht Company Secretary
10. DIRECTOR RESPONSIBILTY STATEMENT
With reference to Section 134(5) of the Companies Act 2013 it is confirmed that:-
i. in the preparation of the annual accounts for the financial year ended March312018 the applicable Accounting Standards have been followed and no material departureshave been made from the same;
ii. such accounting policies have been selected and applied consistently (except forchanges in the Accounting Policies as disclosed in the Notes to Accounts to the FinancialStatements) and judgments and estimates made that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit and Loss of the Company for the that period;
iii. proper and sufficient care is taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis.
v. Internal financial controls have been laid down to be followed by the Company andsuch internal financial controls were adequate and operating effectively; and
vi. the Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems were adequate and are operating effectively.
11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
M/s Raj Achint & Associates Chartered Accountants the Statutory Auditors of theCompany has audited the financial statements included in the Annual Report and has issuedan attestation report on our internal control over financial reporting (as defined inSection 143 of Companies Act 2013).
12. AUDITORS STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereafter M/s Raj Achint & Associates Chartered Accountants were appointedas Statutory Auditors of the Company till the conclusion of 37th Annual General Meeting ofthe Company to be held in Calendar year 2022.
M/s Raj Achint & Associates Chartered Accountants have furnished a certificate oftheir eligibility as per Section 141 of the Companies Act 2013. Pursuant to provisions ofSection 143(12) of the Companies Act 2013 the Statutory Auditor has not reported anyincident of fraud to the Audit Risk and Compliance Committee during the year underreview.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed M/s Ashish Kumar Friends & Co. PracticingCompany Secretaries (Certificate of Practice No.4056) New Delhi to undertake theSecretarial Audit of the Company for the year ended March 31 2018. The Secretarial AuditReport in Form MR-3 for the financial year ended March 31 2018 is annexed to this report.
The Auditors' Report and the Secretarial Audit Report for the financial year endedMarch 31 2018 do not contain any qualification reservation adverse remark ordisclaimer.
13. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS BY COMPANY
The Company has neither given any guarantee nor provided any security covered under theprovision of Section 186 of the Companies Act 2013 during the financial year 2017-18.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of Section 188 of the Companies Act 2013 read with Rule 8(2) ofCompanies (Accounts) Rules 2014 and Regulation 23 of the Listing Regulations. There wereno materially significant Related Party Transactions made by the Company during the yearthat would have required Shareholder approval under the Listing Regulations.
The Particulars of contract or arrangement entered into by the Company with relatedparties as per the provisions of Section 188 of the Companies Act 2013 read with Rule8(2) of Companies (Accounts) Rules 2014 are disclosed in Form AOC-2 is annexed to thisreport.
The Board has approved a policy on related party transactions. An abridged policy onrelated party transactions has been placed on the Company's website at website link:
15. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
There are no significant particulars relating to Conservation of Energy technologyabsorption under Rule 8(3) of Companies (Accounts) Rules 2014 since your Company is notengaged in any manufacturing activity. No agreement has been entered into for Technologyabsorption. However the Company has made intensive use of technology in its operationduring the year under review.
16. PARTICULARS REGARDING EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS & OUTGO
The Company has not incurred any expenditure on Research & Development during thefinancial year 2017-18. Further the Company has no earning or outgo in Foreign exchangeas per Rule 8(3) of Companies (Accounts) Rules 2014.
17. RISK MANAGEMENT
Risk Management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.
Although not mandatory as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 as a measure of good governance the Company has constituted a RiskManagement Committee of the Board. The Committee reviews the Company's performance againstidentified risks formulates strategies towards identifying new and emergent risks thatmay materially affect the Company's overall risk exposure and reviews the Risk ManagementPolicy and structure.
The Company has a Risk Management Policy which outlines the manner in which the Companyidentifies assesses monitors and manages risk. As the Company belongs to transportationand Logistics Industry and in the opinion of the Board the following are the risks whichwould threaten the existence of the Company:
Motor Vehicle Accidents
Slips Trips And Falls
To recover the above-mentioned risks the Company has adopted Risk Management Strategywhich comprising of following stages:
Risk monitoring and review
The Policy and Strategy is duly implemented and monitored in the Company. The Companyhas identified various risks and has taken various steps to mitigate them. The "RiskManagement Policy" is available on the website of the Company at website link
18. CORPORATE SOCIAL RESPONSIBILITY
The "Corporate Social Responsibility Policy" prepared in the line with theprovisions of Section 135 of the Companies Act 2013 and Rules thereunder The Companies(Corporate Social Responsibility Policy) Rules 2014 was approved by the Board ofDirectors of the Company. The "Corporate Social Responsibility Policy" isavailable on the website of the Company at website linkhttp://neccgroup.com/wp-content/uploads/2015/02/CSR-Policy.pdf
During the Financial Year 2017-18 the Corporate Social Responsibility initiatives ofthe Company were continued with a view to integrated NECC's business operations withsocial processes while recognizing the interests of its Stakeholders. While identifyingsuch initiatives the Company has adopted an integrated approach to address the Communitysocietal and environmental concerns. During the year the Company has undertaken variousCSR activities in the fields of skill development programmes education social welfareupliftment & empowerment of the neglected and under-privileged sections of thesociety financially support by making donation to Sewa Bharti NGO sponsoring theTeacher's Salary on monthly basis of "Unnati" NGO project.
During the financial year 2017-18 your Company has spent a total expenditure of Rs.9.92 Lakhs towards CSR Activities The average net profit of the Company computed as perSection 198 of the Act during the three immediately preceding financial years was Rs.840.61 Lakhs . It was hence required to spend Rs. 16.81 Lakhs on CSR activities during theFinancial Year 2017-18 being 2% of the average net profits of the three immediatelypreceding financial years but due to avoidable circumstances and paucity of time theCompany has spent on the CSR activities less than the limits prescribed under CompaniesAct 2013. The CSR activities are scalable with few new initiatives that may be consideredin future and moving forward the Company will endeavor to spend the complete amount on CSRactivities in accordance with the statutory requirements.
In terms of the Companies (Corporate Social Responsibility Policy) Rules 2014 theAnnual Report on Corporate Social Responsibility activities is annexed to this Report.
19. FORMAL ANNUAL EVALUATION OF BOARD
During the year the Board has carried out an Annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.The Nomination and Remuneration Committee (NRC) has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors. The Chairman of the Committee also had interactions with each ofthe Directors and sought their feedback and suggestions on the overall Board Effectivenessand Directors performance.
A structured questionnaire covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance was prepared based on theGuidance note issued by SEBI vide circular no CMD/CIR/P/2017/004 dated 05.01.2017.
A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who were evaluated on parameters such as guidance/support to management outside Board/ Committee meetings degree of fulfillment of keyresponsibilities effectiveness of meetings etc.
In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non-Independent Directors and of theBoard as a whole performance of the Chairman of the Board taking into account the viewsof all the Directors and the quality quantity and timeliness of flow of informationbetween the Company management and the Board and its sufficiency for the Board toeffectively perform its duties.
20. SUBSIDAIRY COMPANY
During the year "N.E.C.C. Retail Solutions Private Limited" is ceased to bethe wholly owned subsidiary of the Company as the application for Strike of such whollyowned subsidiary was filed to Registrar of Companies NCT of Delhi & Haryana on 25thNovember 2017 pursuant to Section 248 of the Companies Act 2013.As per MCA website thestatus of Company is under process of Striking-off.
With respect to Striking-off of Subsidiary Company and closure of its Bank Account theCompany has not prepared its Financial Statements on Consolidation basis pursuant toSection 129 of the Companies Act 2013.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed to this report. None of the employees listed in the said Annexureis related to any Director of the Company.
22. HUMAN RESOURCE MANAGEMENT
Your Company has 250 offices including Branch offices across 28 states and the totalManpower of the Company as on March 31 2018 was 532 employees which include Executivesand Non-Executives. In order to increase the professional culture in the Company 62employees were appointed through Interview and written test during the year.
training and human resource development
As a measure of capacity building including up-gradation of employees' skill and toensure high delivery of performance training and HRD continued to receive priority duringthe financial year.
Training and Human Resource policy of the Company aims and sharpening business skillsand competence required for better employee performance and provides all possibleopportunities and support to the employees to improve their performance and productivity.Training was also provided to promote better understanding of professional requirements aswell as to aware employees towards socio-economic environment in which business of theCompany is carried out.
During the financial year 2017-18 the following no. of training imparted and Skilldevelopment programmes organized by the Company:-
|TRAINING ||DATE ||VENUE |
|Client & Claim Process ||April 212017 ||CO-DELHI CLAIM DEPT |
|GST software & its operation ||September 232017 TILL October 122017 ||CO-DELHIDAYABASTI Q.ROAD NOIDA CHIKAMBERPUR SWAROOP NAGAR GURGAON |
|Personality Development ||November 11 2017 & November 20 2017 ||CO-DELHI |
|ERP Program ||December 16 2017 & December 23 2017 ||CO-DELHI |
|ERP Application ||January 9 2018 ||CO-DELHI |
|E-way bill preparation & its importance ||January 20 2018 ||CO-DELHI |
|Payroll Management ||February 16 2018 ||CO-DELHI |
|Sl. No Particulars ||No. of programs held during the year |
|1. Training and Skill Development programs imparted to Executives & Non-executives ||65 |
representation of women employees
As on March 31 2018 the Company had 18 women employees which represent 4% of thetotal work force. There is no discrimination of employees on the basis of gender. Aninternal compliant committee has been constituted to look after the welfare and provideprotection against sexual harassment of women at workplace.
awards and recognition to employees
Employees' management is the backbone of your Company and it is regarded as one of theimportant resources for the success of NECC. Over the years your Company has strengthenedits HR processes to ensure continual development and growth of its employees. In order tobuild the right organizational culture the Company distributes various awards andrecognition in terms of their performance capabilities communication skillscoordination etc. on quarterly or half yearly basis. Though NECC is an equal opportunityemployer special focus is given to employees for enhance their diversity and knowledge.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In line with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 every employer of a workplace shall constitute an"Internal Compliant Committee" for redressal of compliant(s) against sexualharassment of women employees. Accordingly we have an Internal Compliant Committee whichis constituted on March 27 2017. Your Company has about 18 women employees in variouscadres including Permanent contractual temporary and trainees. The Internal CompliantCommittee aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure.
The Committee consists with following members:-
|S. No. Name & Designation ||Post in the Internal Complaints Committee |
|1. Ms. Mamta Rawat Company Secretary ||Presiding Officer & Chairperson |
|2. Ms. Anita Mishra Regional Accounts head ||Member |
|3. Mr. Vinod Nair HR & Legal Head ||Member |
There was no compliant received from any employee during the financial year 2017-18 andhence no complaint is outstanding as on March 31 2018 for redress.
24. STATUTORY DISCLOSURES
1. There was no change in the nature of business of the Company during the financialyear 2017-18.
2. The Company has not accepted any public deposits during the financial year 2017-18.
3. No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
4. The Company maintains an adequate system of Internal Controls including suitablemonitoring procedures which ensure accurate and timely financial reporting of varioustransactions efficiency of operations and compliance with statutory laws regulations andCompany policies. For more details please refer to the "Management Discussion andAnalysis" annexed to this report.
5. There are no material changes and commitments affecting the financial position ofthe Company which has occurred between the end of the financial year i.e. March 31 2018and the date of this report.
6. The Company has not issued any Stock options to the Directors' or any employee ofthe Company.
25. SECREATRIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
26. MAINTENANCE OF COST RECORDS
Pursuant to Section 148(1) of the companies Act 2013 the Company is not required tomaintain cost record and accounts for the financial year ended 31st March 2018
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies.
All our corporate governance policies are available on our website i.e.www.neccgroup.com
28. STATUTORY AND OTHER INFORMATION REQUIREMENTS
Information required to be furnished as per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and other applicable statutoryprovisions is annexed to this report as under:
|Particulars ||Annexure |
|Particulars of Contracts or Arrangement with Related Parties ||I |
|Annual Report on CSR Activities ||II |
|Secretarial Audit Report issued by the Secretarial Auditor of the Company ||III |
|Particulars of Employees and Remuneration as per Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ||IV |
The Directors place on record their sincere appreciation for the continued support andgoodwill of the esteemed Shareholders Bankers Financial Institutions Business partnersand other Stakeholders. The Directors also thank M/s Raj Achint & AssoiciatesStatutory Auditor and M/s Ashish Kumar Friends & Co. Secretarial Auditor for theirvalued contribution. The Directors also sincerely appreciate and thank all the employeesof the Company for their valuable contribution and dedicated efforts in steering theCompany to excellent performance for yet another year in succession.
| ||On Behalf of the Board of Director of |
| ||North Eastern Carrying Corporation Limited |
| ||Sd/- |
| ||(Sunil Kumar Jain) |
|Place: Delhi ||Chairman & Managing Director |
|Date: 13th August 2018 ||DIN: 00010695 |