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Ritco Logistics Ltd.

BSE: 542383 Sector: Others
NSE: N.A. ISIN Code: INE01EG01016
BSE 10:46 | 26 Oct 15.35 0.95
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NSE 05:30 | 01 Jan Ritco Logistics Ltd
OPEN 15.35
PREVIOUS CLOSE 14.40
VOLUME 1600
52-Week high 70.00
52-Week low 7.12
P/E 4.22
Mkt Cap.(Rs cr) 38
Buy Price 14.35
Buy Qty 1600.00
Sell Price 15.45
Sell Qty 1600.00
OPEN 15.35
CLOSE 14.40
VOLUME 1600
52-Week high 70.00
52-Week low 7.12
P/E 4.22
Mkt Cap.(Rs cr) 38
Buy Price 14.35
Buy Qty 1600.00
Sell Price 15.45
Sell Qty 1600.00

Ritco Logistics Ltd. (RITCOLOGISTICS) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2018-19

To

The Members

Your Directors have pleasure in presenting their 18th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.

1. Financial highlights

The financial performance of your Company:

Rupees in [Lakhs]

Particular FY 2018-19 FY 2017-18
Revenue from Operation 40729.10 34288.13
Other Income 154.53 103.36
Total Income 40883.63 34391.49
Profit before Finance Charges Tax Depreciation/ Amortization 4574.81 2913.29
(PBITDA)
Less : Finance Charges 1161.44 670.75
Profit before Depreciation/Amortization (PBTDA) 3413.37 2242.54
Less : Depreciation 1529.62 721.04
Net Profit before Taxation (PBT) 1883.75 1521.50
Provision for taxation 668.73 521.26
Profit/(Loss) after Taxation (PAT) 1215.02 1000.23
Provision for proposed dividend 0 0
Dividend tax 0 0
Transfer to General Reserve 1215.02 1000.23

2. State of Company's affairs and future outlook

The Financial Year 2019 witnessed a growth phase for the Company with Net Revenue ofRs. 40729.10 (in Lacs) as against Rs. 34288.13 (in Lacs) in corresponding previous yearwitnessing 18.78% growth year on year. After accounting for all expenses includingdepreciation exceptional items and Tax the company earned a Profit of Rs. 1215.02 (inLacs). Your Company is committed to its tradition of being cost effective by respondingfaster to the changing requirements of the market by expanding its customers and byfurther strengthening its already strong capital base.

3. Change(s) in the nature of business if any

There is no change in nature of business of the Company during the Financial Year2018-19. Your Company continues to be one of the leading Logistics service providers inthe country.

4. Dividend

The Directors are not recommending any dividend looking at the future growth prospectsof the company and industry in the coming years the Directors feel the need to reinvest inthe company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there was no unpaid/ unclaimed Dividend in the Company the provisions of Section125 of the Companies Act 2013 do not apply.

6. Transfer to Reserves

The Company is not proposing to transfer any amount to the General Reserve out ofcurrent year's profits.

7. Changes in Share Capital

The total share capital of the Company has been increased from Rs. 194766180/- toRs. 244766180/- during the year under review pursuant to allotment of fresh issue inIPO of 5000000/- equity of face value Rs. 10 each at a price of Rs. 73 per shareincluding premium of Rs. 63/-. The company has not issued shares with differential votingrights nor has granted any stock options or sweat equity. As on March 31 2019 none ofthe Directors of the company hold instruments convertible into equity shares of theCompany.

8. Details pertaining to shares in suspense account

No shares of the Company are in DEMAT Suspense Account/ Unclaimed suspense Accounts.

9. Details under Section 67 (3) of Act 2013 in respect of any scheme ofprovision of money for purchase of own shares by employees or by trustees for the benefitof employees

The Company has not approved any scheme under Section 67(3) of The Companies Act 2013for purchase of own shares by employees or by trustees fort the benefit of employees.

10. Details relating to material variations

The purpose of the issue was to utilize the proceeds of issue for the Warehousedevelopment Technology upgradation Fleet Centre upgradation the Working Capitalrequirements and general corporate purposes.

The Directors declare that the proceeds have been utilised as per the said purposes inthe prospectus of the Company.

11. Directors and Key Managerial Personnel

Details of Directors or key managerial Personnel as on 31/03/2019.

Sr. Name No. Designation Date of Appointment
1 Man Mohan Pal Chadha Singh Whole Time Director & CFO 06/03/2019 as WTO 14/08/2018 as CFO
2 Sanjeev Kumar Elwadhi Managing Director 23/08/2001
3 Shyam Sunder Elwadhi Director 28/03/2018
4 Dhruv Gulati Independent Director 29/06/2018
5 Roma Wadhwa Additional Director 06/12/2018
6 Vikram Suri Independent Director 24/12/2018
7 Dhananjay Prasad CEO 22/05/2018
8 Rakesh Kumar Jha Company Secretary 02/05/2018

Details of Directors or Key Managerial Personnel appointed or resigned during the yearwas as follows:

Mr. Man Mohan Pal appointed as CFO on 14/08/2018 and Additional Director with adesignation of Whole Time Director on 06/03/2019 Mr. Dhruv Gulati appointed asIndependent Director on 29/06/2018 Mrs. Roma Wadhwa appointed as Additional Director on06/12/2019 Mr. Vikram Suri appointed as Independent Director on 24/12/2018 Mr. DhananjayPrasad appointed as CEO on 22/05/2018 Mr. Rakesh Kumar Jha appointed as Company Secretaryon 02/05/2018 Mrs. Hardeep Kaur Chadha was resigned from directorship on 06/12/2019 &Mr. Ganesan Raghuram was resigned from directorship on 26/12/2018

12. Declaration by Independent Director

All Independent Directors have given due declarations that they meet the criteria ofindependence as laid down under section 149(7) of the Companies Act 2013 and under extantprovisions of the SEBI Listing Regulations. There has been no change in the circumstancesaffecting their status as Independent Directors.

13. Number of meetings of Board of Directors

The Board of Directors met Twenty-Four (24) times during the financial year 2018-19.The provisions of Section 173 of the Companies Act 2013 and Secretarial Standard 1 issuedby the Institute of Company Secretaries of India (ICSI) were adhered to while consideringthe periodicity and time gap between two meetings. The details of the meetings of theBoard are furnished below:

Sr. No. Date of the Board Meeting Board Strength No. of Director Present
1 02-05-2018 4 4
2 15-05-2018 4 4
3 22-05-2018 4 4
4 26-06-2018 4 4
5 30-06-2018 6 5
6 14-08-2018 5 3
7 24-08-2018 5 3
8 06-09-2018 5 3
9 28-09-2018 5 3
10 17-11-2018 5 3
11 21-11-2018 5 3
12 03-12-2018 5 3
13 06-12-2018 5 4
14 15-12-2018 5 3
15 16-12-2018 5 3
16 24-12-2018 5 5
17 26-12-2018 5 3
18 06-01-2019 5 3
19 08-01-2019 5 3
20 25-01-2019 5 3
21 29-01-2019 5 3
22 31-01-2019 5 3
23 04-02-2019 5 3
24 06-03-2019 6 4

14. Statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors

Pursuant to Sections (3)(p) and 178(2) of the Act and Regulations 17 and 19 of theListing Regulations and Nomination and Remuneration Policy of the Company Nomination andRemuneration Committee of the Board of Directors have carried out annual performanceevaluation of Board the Directors individually as well as the evaluation of the workingof its Committees. As the ultimate responsibility for sound governance and prudentialmanagement of a Company lies with its Board it is imperative that the Board remainscontinually energized proactive and effective. The Companies Act 2013 not only mandatesBoard its Committees and Directors evaluation but also at the same time requires theevaluation to be formal regular and transparent. The Nomination and RemunerationCommittee of the Board evaluated the performance of individual Director(s) on the Boardexcluding the Director being evaluated the Board as a whole Chairperson of the Board andall of its Committees based on the evaluation criteria of the Company defined underNomination and Remuneration Policy. It was further acknowledged that every individualMember and Committee of the Board contribute their best in the overall growth of theorganization.

15. Managerial Remuneration

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

Please note that median is calculated for the employee who stayed with Company for thewhole current financial year 2018-2019 and the whole previous financial year 2018-2019. a.the ratio of the remuneration of each director to the median remuneration of the employeesof the company for the financial year;

Directors Total Remuneration Ratio to remuneration median
Executive Director
Mr. Sanjeev Kumar Elwadhi 3000000 10.72
Mr. Manmohan Pal Singh 3000000 10.72
Chadha
Non-Executive Director
Mr. Shyam Sunder Elwadhi Nil
Mr. Vikram Suri Nil
Mr. Dhruv Gulati Nil
Mrs. Roma Wadhwa Nil

b. the percentage increase in remuneration of each director Chief Financial OfficerChief

Executive Officer Company Secretary or Manager if any in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Manmohan Pal Singh Chadha (CFO) NA
Dhananjay Prasad (CEO) 15%
Rakesh Kumar Jha (CS) NA

c. the percentage increase in the median remuneration of employees in the financialyear:

10%

d. the number of permanent employees on the rolls of company: 412

e. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: 10% averageincrease in the salaries of employees while there is no increase in the salary ofDirectors while CEO salary has increased by 15% keeping in line with Industry and companyperformance.

f. remuneration is as per the remuneration policy of the Company.

g. The Board's report shall include a statement showing the names of the top tenemployees in terms of remuneration drawn and the name of every employee who-

(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh rupees; NA

(ii) if employed for a part of the financial year was in receipt of remuneration for10 any part of that year at a rate which in the aggregate was not less than eight lakhand fifty thousand rupees per month; NA

(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. NA

h. Number of shares and convertible instruments held by non-executive directors.(Clause 2(f) to Para C of Schedule V of Listing Regulations.): 500 Shares held by Mr.Shyam Sunder Elwadhi

i. Detailed reasons for the resignation of an independent director who resigns beforethe expiry of his tenure along with a confirmation by such director that there are noother material reasons other than those provided. (Clause 2(j) to Para C of Schedule V ofListing Regulations.): Mr. Ganesan Raghuram was resigned from directorship on 26/12/2018due to his disqualification.

15. Details of Subsidiary

The Company has no subsidiary.

16. Statutory Auditors

Pursuant to Section 139(8) of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 M/s. Mittal & Associates Chartered Accountants New Delhi wasappointed as the statutory auditors of the company to fill the causal vacancy caused bythe resignation of M/s J.L. Pathak Chartered Accountant in the EGM dated 21stNovember 2018. However M/s Mittal & Associates Chartered Accountants New Delhi haveoffered themselves for appointment and duly consented for their appointment for thefurther term of 5 (five year) from financial year 2019-2020 till 2023-2024 and who are notdisqualified for appointment under the provisions of the Companies Act 2013.

There is no audit qualification reservation or adverse remark for the year underreview. 17. Cost Auditors

Our Company was not liable for the appointment of Cost auditor pursuant to Section 148of the Companies Act 2013 read with Companies (Cost Records and Audit) Amendment Rules2014.

18. Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Mukun Vivek & Company Company Secretary in practice to undertake theSecretarial Audit of the Company for FY 2018-19. The Secretarial Audit report is annexedherewith as Annexure II. There are no qualifications made by the Secretarial Auditor inhis report for the financial year ended March 31 2019. Pursuant to the recommendation ofthe Audit Committee the Board of Directors have re-appointed M/s Mukun Vivek &Company Company Secretary in practice to conduct the Secretarial Audit for FY 2019-20.

19. Committee of the Board

Committee constitution and Meetings

Audit Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Dhruv Gulati Chairman Independent Director
Mr. Vikram Suri Member Independent Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director
Date of the meeting No. of Directors attended the meeting
30/06/2018 2
24/12/2018 3

Nomination and Remuneration Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Dhruv Gulati Chairman Independent Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director
Mrs. Roma Wadhwa Member Non-Executive Director
Date of the meeting No. of Directors attended the meeting
30/06/2018 3
06/12/2018 2

Stakeholder Relationship Committee:

Name of the Director Status in Committee Nature of Directorship
Mrs. Roma Wadhwa Chairman Non-Executive Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director
Mr. Dhruv Gulati Member Independent Director
Date of the meeting No. of Directors attended the meeting
30/06/2018 3
06/12/2018 2

Corporate Social Responsibility Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Dhruv Gulati Chairman Independent Director
Mr. Sanjeev Kumar Elwadhi Member Managing Director
Mrs. Roma Wadhwa Member Non-Executive Director
Date of the meeting No. of Directors attended the meeting
30/06/2018 3
06/12/2018 2

Management and Operations Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Man Mohan Pal Chadha Singh Chairman Whole Time Director
Mr. Sanjeev Kumar Elwadhi Member Managing Director
Date of the meeting No. of Directors attended the meeting
06/03/2019 2
18/03/2019 2
19/03/2019 2
25/03/2019 2

Internal Complaints Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Man Mohan Pal Chadha Singh Chairman Whole Time Director
Mr. Sanjeev Kumar Elwadhi Member Managing Director
Mrs. Roma Wadhwa Member Non-Executive Director
Date of the meeting No. of Directors attended the meeting
06/03/2019 3

20. Vigil mechanism and Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished.

The purpose of the "Whistle blower Policy" is to allow employees to raiseconcerns about unacceptable improper or unethical practices being followed in theorganization. They will be protected against any adverse action and/or discrimination as aresult of such a reporting provided it is justified and made in good faith. The Chairmanof the Audit Committee has been designated for the purpose of receiving and recording anycomplaints under this policy. The Vigil Mechanism Policy has been uploaded on the websiteof the Company.

25. Risk Management Policy

Your Board of Directors has not formulated & adopted Risk Management Policyrequired under the Regulation 21 of the SEBI Listing Regulations 2015 as such saidprovisions not applicable to the Company.

26. Extract of the annual return

The Extract of annual return in form MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending March 31 2019 is annexed hereto asAnnexure III and form part of the Report.

27. Material changes and commitments if any affecting the financial position of the

Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.

28. Details of significant and material orders passed by the regulators / courts /tribunals impacting the going concern status and the Company's operations in future

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

29. Statement in respect of adequacy of internal financial controls with reference tothe Financial Statements

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

30. Deposits

During the year under review the Company has not accepted any Public Deposits.

32. Particulars of loans guarantees or investments under section 186

During the year under review no Loans guarantees or investments made under section186.

33. Particulars of contracts or arrangements with related parties

During the year under review the company has not entered into transactions withRelated Parties u/s 188 of the Companies Act 2013.

34. Corporate Governance

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 provisions as specified in regulation 27 shall not apply to yourCompany. As there is no requirement to attach the corporate governance report.

36. Fraud Reporting

During the year under review the Statutory Auditors have not reported any instances offraud committed in the Company by its Officers or Employees to the Audit Committee or tothe Board under section 143(12) of the Companies Act 2013 and rules made thereunder.During the year under review the Secretarial Auditor have not reported any instance offraud committed in the Company by its Officers or Employees to the Audit Committee or tothe Board under Section 143(12) read with Section 204 of the Companies Act 2013 and rulesmade thereunder.

37. Disclosures under Sexual Harassment of Women at Workplace (Prevention

Prohibition& Redressal) Act 2013

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made thereunder the Company hasconstituted an Internal Complaints Committee to monitor the anti-sexual harassmentmechanism and complied all the provisions under the said Act. The primary objective of thesaid Policy is to protect the women employees from sexual harassment at the place of workand also provides for punishment in case of false and malicious representations. TheInternal Complaints Committee as on March 31 2019 comprise:

1. Mr. Man Mohan Pal Chadha Singh Chairperson

2. Mr. Sanjeev Kumar Elwadhi Member

3. Ms. Roma Wadhwa Member

During the year under review there were no cases received/filed pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

43. Details of Downstream Investment

No such downstream investment made during the Financial Year 2018-19.

44. Details of Voluntary Delisting

Company was not delisted its equity shares as per Regulation 6(1) (a) of SEBI(Delisting Of Equity Shares) Regulations 2009 during the Financial Year 2018-19.

45. Conservation of energy technology absorption foreign exchange earnings and outgo

Statement giving the details of conservation of energy technology absorption andforeign exchange earning & outgo in accordance with requirements of Section 134 (3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014 is as follows: -

A) Conservation of Energy

Not Applicable .

B) Technology Absorption Adoption And Innovation

Not Applicable

C). Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the year as follows:-

(in Rupees)
Foreign Exchange Earning NIL
Foreign Exchange Outgo NIL

46. Corporate Social Responsibility and its terms of reference

The brief outline of the Corporate Social Responsibility (''CSR'') Policy of yourCompany and the initiatives undertaken by your Company on CSR activities during the yearcomposition of the CSR Committee average net profit for last three financial year anddetails of CSR spent during the financial year are set out in the format prescribed underthe Companies (Corporate Social Responsibility Policy) Rules 2014 and attached asAnnexure IV.

47. Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that: (i) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

(vi) Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There well-laid manuals for suchgeneral or specific authorisation.

(vii) Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects.

(viii) Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

(ix) The existing assets of the Company are verified/checked at reasonable intervalsand appropriate action is taken with respect to any differences.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during Financial Year 2018-19.

49. Secretarial Standards

The company has complied with the applicable secretarial standards as issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

50. Acknowledgements

The Board desires to place on record its sincere appreciation for the support andcooperation received from the Company's Bankers and Officials of the concerned GovernmentDepartments employees and the members for the confidence reposed by them in themanagement.

By the order of the Board of Directors
Ritco Logistics Limited
Sd/-
Man Mohan Pal Chadha Singh
(Chairman & Whole Time Director)
DIN: 01763805
A-28 Rose Wood City Sector-49 Gurgaon 122001
Place: New Delhi
Date: 05/09/2019

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