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Patel Integrated Logistics Ltd.

BSE: 526381 Sector: Others
NSE: PATINTLOG ISIN Code: INE529D01014
BSE 00:00 | 09 Dec 13.98 -0.23
(-1.62%)
OPEN

13.96

HIGH

14.40

LOW

13.90

NSE 00:00 | 09 Dec 13.95 -0.25
(-1.76%)
OPEN

14.50

HIGH

14.50

LOW

13.80

OPEN 13.96
PREVIOUS CLOSE 14.21
VOLUME 58282
52-Week high 21.00
52-Week low 11.05
P/E 16.45
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.96
CLOSE 14.21
VOLUME 58282
52-Week high 21.00
52-Week low 11.05
P/E 16.45
Mkt Cap.(Rs cr) 89
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Patel Integrated Logistics Ltd. (PATINTLOG) - Director Report

Company director report

To

The Members of the Company

Your Directors have pleasure in presenting their 60th Annual Report andaudited statement of accounts of the Company for the financial year ended 31stMarch 2022.

FINANCIAL PERFORMANCE:

The Company's financial performance for the year ended 31st March 2022 issummarized below:

(Rs in lakhs)

2021-22 2020-21
Income
Revenue From Operations 23401.48 21224.93
Other Income 314.42 505.36
Total Income 23715.90 21730.29
Expenses
Operating Cost 21043.60 18987.33
Employee Benefits Expense 1082.35 1133.92
Finance Costs 534.49 758.79
Depreciation and Amortization Expense 263.24 235.48
Other Expenses 569.04 587.60
Total Expenses 23492.72 21703.12
Profit before exceptional and extraordinary items and Tax 223.18 27.17
Exceptional items - -
Profit/(Loss) before Tax 223.18 27.17
Provision for Tax (4.09) 21.68
Profit/(Loss) after Tax 227.27 5.49
Other comprehensive income
Item that will not be reclassified to Statement of Profit and Loss (38.47) 99.37
Income tax relating to item that will not be reclassified to Statement of Profit and Loss - -
Total Other Comprehensive Income (38.47) 99.37
Total Comprehensive Income for the year 188.80 104.86

The Company has prepared the Financial Statements in accordance with the Companies(Indian Accounting Standards) Rules 2015 prescribed under Section 133 of the CompaniesAct 2013.

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2021-22 your Company posted the total comprehensive income ofRs 1.89 cr. for the year ended 31st March 2022 as compared to Rs 1.04 cr. forthe year ended 31st March 2021. Income from operations for the year ended 31stMarch 2022 was Rs 234.01 cr. as compared to Rs 212.25 cr. for the year ended 31stMarch 2021. Net Worth stood at '117.25 cr. Basic EPS was 0.77 and Diluted EPS was ' 0.57.

Material changes and commitments affecting the financial position of the Company afterthe end of the financial year till the date of this Report:

Except as otherwise mentioned in this report there are no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the Financial year of the Company to which the Financial Statements relates andthe date of this report.

The COVID-19 pandemic continued to be the global challenge in the first three months ofFY 2021 thus disrupting your Company's business operations to some extent.

There is no other change in the nature of business during the year under review.

SHARE CAPITAL

During the financial year 2021-22 the Company allotted 40000000 Partly paid equityshares of face value of Rs 10/- each at price of Rs 2.50 per Right Equity share to theeligible applicants.

The balance call money of Rs 7.50 per share as per the terms of the right issue will becalled from the eligible shareholders as on the record date within the statutory timeline.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE:

There is no subsidiary of Company as on 31st March 2022. The Company doesnot have any Associate or Joint Venture Company as on 31st March 2022.

TRANSFER TO RESERVES:

Your Company has transferred ' Nil to contingency reserve.

DIVIDEND:

For the year under consideration the Board of Directors recommended a dividend of '0.10 per share i.e. 1% on the equity share capital of the Company for the financial yearended 31st March 2022. The dividend payout is subject to approval of membersat the ensuing Annual General Meeting. The dividend payout for the year under review hasbeen formulated after consideration of Company's long term objectives of growth and alsofor conservation of resources.

OPERATIONS AND FUTURE OUTLOOK:

The Company will continue to focus and undertake 'air cargo' business and 'warehousing'business. The Company's air cargo business performed satisfactory during the year 2021-22.The outbreak of COVID-19 pandemic had an impact on the businesses of the Company for firstthree months of FY 2021. The Company is taking all necessary measures in terms ofmitigating the impact of the challenges being faced in the business and it will take a fewmonths for the economic activities to revive and gain momentum.

The Future outlook of the business is highly dynamic. As markets evolve and customerdemands change we need to constantly review and update our operation and products to meetthe market need.

FINANCE:

Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks tomeet its working capital requirements as well as long term finance for funding the part ofcapital expenditure. The Company is regular in payments of installments and there are noover dues as on the date of reporting. The Company could bring down interest cost byproper mix of utilization of finance from various banks and closely pursuing with the Bankto reduce the Interest cost .

Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance withthe requirements prescribed under Chapter V of the Companies Act 2013 and Companies(Acceptance of Deposits) Rules 2014.

Accordingly Fixed Deposits accepted by the Company stood at Rs 496.77 lacs as on 31stMarch 2022. There were no unpaid or overdue deposits as on 31st March 2022other than unclaimed Deposits and interest accrued thereon aggregating Rs 21.27 lacs outof which nothing is outstanding for the period of more than 7 years and liable to betransfer to Investor Education and Protection Fund.

There has been no default in repayment of deposits or payment of interest thereonduring the year under consideration. The Company has not accepted any deposits which arenot in compliance with the requirement of Chapter V of the Companies Act 2013.

Credit Rating:

The Company is rated as "IND BBB-'(outlook stable) for Company's fund basedborrowings finance lease and term loan (outlook stable) and 'IND A3 rating for its shortterm non fund based borrowings from the banks and 'IND tA-' (outlook stable) for its TermDeposit by India Ratings & Research Private Ltd (India Ratings) a Fitch groupCompany. The rating is valid as on the date of reporting.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company's CSR policy focuses on areas such as education support for the women elderlypeople children and social inclusion. This entails transcending business interests andgrappling with the "quality of life" challenges that underserved communitiesface and working towards making a meaningful difference to them. The detailed policy ofthe Company is available on our website www.patel-india.com

During the year we have spent ' Nil on CSR activities. The details of CSR Policystatement and annual report on the CSR activities undertaken during the financial yearended 31st March 2022 in accordance with Section 135 of the Companies Act2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed to thisreport as Annexure [I].

RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (ListingObligations and Disclosures Requirements) Regulation 2015 is not applicable to theCompany as the same is applicable to top 500 listed entities.

The Company has a Business Risk Management framework to identify evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance the Company's competitive advantage.

There are no risks which in the opinion of the operating management threaten theexistence of your Company. However some of the risks which may pose challenges are setout in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance withsection 177 of the Companies Act 2013. The details pertaining to the composition of theAudit Committee are explained in the Corporate Governance Report which is a part of thisreport.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. However this requires upgradation and improvement under newbusiness environment. The Company is constantly improving the quality and implementingmore internal financial controls.

The Internal Audit firm monitors and evaluates operating systems accounting proceduresand policies at all locations of the Company. Based on the report of internal auditfunction the Audit Committee/ Board initiate corrective action in respective areas andadvise the operating people about the action taken on such report and thereby strengthenthe controls. Significant audit observations and corrective actions thereon are presentedto the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosures Requirements) Regulation 2015. The policy dealswith instance of fraud and mismanagement if any. The details of the Whistle Blower Policyare explained in the Corporate Governance Report which is a part of this report and alsoposted on the website of the Company www.patel-india.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review the following changes occurred in the composition of theBoard and the Key Managerial Personnel of your Company:

Ms. Nishqa Pillai (DIN: 09062780) Non Executive Director ceased to be director of theCompany upon her resignation on 9th August 2021.

Mrs. Jasmine Mehta (DIN: 05220159) Independent Director ceased to be director of theCompany w.e.f. 2nd December 2021.

Subject to approval of members in the Annual General Meeting the Board on therecommendation of the Nomination and Remuneration Committee appointed Mr. Mahesh Fogla(DIN: 05157688) as an Additional Director of the Company with effect from 7thJuly 2021. Mr. Mahesh Fogla vacates office of Director at the ensuing Annual GeneralMeeting. The Company has received a Notice proposing the candidature as the ExecutiveDirector of the Company under the Companies Act 2013.

Designation of Mr. Mahesh Fogla (DIN: 05157688) was changed from AdditionalNon-Executive Director to Executive Director on 1st April 2022.

Subject to approval of members in the Annual General Meeting the Board on therecommendation of the Nomination and Remuneration Committee re-appointed Mr. Hari Nair(DIN: 02362137) as a Managing Director of the Company with effect from 11thFebruary 2022.

In view of the provisions of the Companies Act 2013 Ms. Jasmin Lalla (DIN: 00074858)is liable to retire by rotation at the ensuing Annual General Meeting and she offersherself for re-appointment.

There is no other Key Managerial Personnel appointed or resigned during the year underreview.

Disclosure from Independent Directors:

Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with Regulation 16 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.

The Independent Directors of your Company have registered on the Independent Directors'Databank as per the requirements of Section 149 of the Companies Act 2013 and theapplicable rules thereto. However with respect to the proficiency test the IndependentDirectors have a timeline of one year as per the applicable provisions from the date ofregistration on the Independent Directors' Databank for taking the proficiency test andnone of the Independent Directors have exceeded the said period of one year from the dateof registration as on the date of this Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report. Inpursuance to the above Independent Directors in their separate meeting held on 2ndMarch 2022 have reviewed and evaluated the performance of Board as a whole and of theManaging Director.

Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report whichis a part of this report

Meetings:

During the year Nine Board Meetings and four Audit Committee Meetings were convened andheld. The details of same are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013that were entered into during the financial year were on an arm's length basis and were inthe ordinary course of business. Approval of the Members of the Company is also obtainedin case any related party transaction was not on arm's length basis and exceeds theprescribed limits. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure [II].

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Apart from receiving remuneration by Executive Directors sitting fees by Non-ExecutiveDirectors and professional fees paid to qualified professional directors none of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note no. 40 to the financial statementwhich sets out related party disclosure.

The policy on related party transactions has been placed on the Company's website andcan be accessed through the following link:

http://patel-india.com/uploads/Privacy policies/Pdf-132024539827384008.pdf STATUTORYAUDITORS AND AUDITORS' REPORT:

In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 Hitesh Shah & Associates CharteredAccountants Firm Registration No. 103716W was appointed as Statutory Auditors of theCompany to hold office for one term of 5 years commenced from conclusion of the 55thAnnual General Meeting upto the 60th Annual General Meeting of the Company tobe held in calendar year 2022. The Company has received a certificate from the proposedStatutory Auditors to the effect that their appointment shall be in compliance with theprovisions of Section 139 and 141 of the Companies Act 2013.

The Auditors have issued their report on the financial statements for the financialyear ended 31 st March 2022 with an unmodified opinion and do not contain anyqualification observation or adverse remarks or disclaimer that may call for anyexplanation from the Board of Directors. The Auditors have not reported any matter underSection 143(12) of the Companies Act 2013 and therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Companies Act 2013.

The Auditors' Report for the financial year 2021-22 is unmodified i.e. it does notcontain any qualification(s) reservation(s) or adverse remark(s) and forms part of thisAnnual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed DM & Associates Company Secretaries LLP Company Secretaries to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report for thefinancial year ended 31st March 2022 is set out as "Annexure [III]"to this Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from October 12017. The Company is in compliance with the provisionsof the same.

DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance pursuant to regulation 34 read withschedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 aManagement Discussion and Analysis Report Corporate Governance Report and Auditors'Certificate on the compliance of conditions of Corporate Governance are included in thisAnnual Report.

Business Responsibility Report as required under Regulation 34 of SEBI (ListingObligations and Disclosures Requirements) Regulation 2015 is not applicable to theCompany as the same is applicable for top 500 listed entities based on marketcapitalization.

Dividend Distribution Policy as required under Regulation 43A of SEBI (ListingObligations and Disclosures Requirements) Regulation 2015 is not applicable to theCompany.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March 2022 is available on theCompany's website and can be accessed at www.patel-india.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As stipulated under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014.

(A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy. : The operations of your Company are not energy intensive. However all efforts are made to conserve and optimize use of energy with continuous monitoring improvement in Maintenance systems and through improved operational techniques.
(ii) The steps taken by the Company for utilizing alternate sources of energy : The Company has on-going process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.
(iii) The capital investment on energy conservation equipments : No material capital investment incurred by the Company during the year 2021-22.
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption: : Updating of Technology is a Continuous process; appropriate technology is implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Transport and Logistics Industry.
(ii) The benefits derived: : The Company is steadily delivering on its promise of providing the swift service Investment in IT and state-of-the art tracking systems.
(iii) Imported Technology: : There is no imported technology imported during the last three years.
(iv) The expenditure incurred on Research and Development: : No expenditure is incurred on Research and Development by the Company during the year 2021-22.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs in lakhs)

Year ended 31s1 March 2022 Year ended 31s1 March 2021
Earnings in Foreign Exchange
Air Freight Billing and other expenses (Net) Nil Nil
TOTAL ... Nil Nil
Expenditure in Foreign Currency
Membership and Subscription Fees 0.51 0.51
Travelling (excluding air fare) 0.41
TOTAL ... 0.92 0.51

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Rules 2014 is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at alllevels and thank them for their contribution in achieving the overall results during theyear.

Disclosure pertaining to the remuneration and other details as required under Section197(2) of the Companies Act 2013 and Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as "Annexure [V]"to this report.

The information required pursuant to Section 197 read with Rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthis information which is available for inspection by the Members at the Registered Officeof the Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Company has complied with provisions relating to the constitution of internalcomplaint committee under the said Act to redress complaints received regarding sexualharassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed offduring the financial year 2021-22:

No. of Complaints received Nil
No.of Complaints disposed off Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for thefinancial year ended 31st March 2022 are in full conformity with therequirement of the Companies Act 2013. The Financial Accounts are audited by theStatutory Auditors Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act 2013 the Directors based on therepresentation received from the Operating Management confirm that:

1) in the preparation of the annual accounts for the year ended 31st March2022 the applicable accounting standards and Schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March 2022 and of theprofits of the Company for the financial year ended 31st March 2022;

3) the proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4) the Directors have prepared the Annual Accounts of the Company on a 'going concern'basis;

5) the Company has proper internal financial controls in place. However the Companycontinues to develop better controls for implementation in current financial year.

6) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION:

Your Directors place on the record their appreciation of the contribution made by theemployees at all levels who through their competence diligence solidarity co-operationand support have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the continued assistance and supportreceived from the Bankers Clients Stakeholders and Fixed Deposit Holders in theendeavors of the Company.

For and on behalf of the Board of Directors

Registered Office: HARI NAIR FARUKH S. WADIA
Patel House 5th Floor Plot No. 48 Managing Director Director
Gazdarbandh North Avenue Road DIN:02362137 DIN:00097162
Santacruz (West) Mumbai - 400 054.
Mumbai dated 28th July 2022

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