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Ritco Logistics Ltd.

BSE: 542383 Sector: Others
NSE: RITCO ISIN Code: INE01EG01016
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OPEN 128.00
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VOLUME 33
52-Week high 157.80
52-Week low 24.60
P/E 19.29
Mkt Cap.(Rs cr) 314
Buy Price 127.00
Buy Qty 12.00
Sell Price 127.75
Sell Qty 4.00
OPEN 128.00
CLOSE 127.30
VOLUME 33
52-Week high 157.80
52-Week low 24.60
P/E 19.29
Mkt Cap.(Rs cr) 314
Buy Price 127.00
Buy Qty 12.00
Sell Price 127.75
Sell Qty 4.00

Ritco Logistics Ltd. (RITCO) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2020-21 To

The Members

Your directors have pleasure in presenting their 20th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. Financial highlights

The financial performance of your Company:

Particular FY 2020-21 FY 2019-20
Revenue from Operation 47201.21 49052.49
Other Income 444.08 388.31
Total Income 47645.29 49440.79
Profit before Finance Charges Tax Depreciation/ Amortization (PBITDA) 3400.49 4069.85
Less: Finance Charges 1390.74 1319.15
Profit before Depreciation/Amortization (PBTDA) 2009.75 2750.70
Less: Depreciation 1180.71 1623.68
Net Profit before Taxation (PBT) 829.04 1127.02
Provision for taxation 206.20 244.39
Profit/(Loss) after Taxation (PAT) 622.84 882.63
Provision for proposed dividend 0 0
Dividend tax 0 0
Transfer to General Reserve 622.84 882.63

2. State of Company's affairs and future outlook

The Financial Year 2021 has been an unprecedented year with COVID-19 pandemic impactingworldwide. With Industry and economy affected across India with Continuous Lockdownsacross the states the transportation of goods hampered due to the pandemic led conditions.However your company has been able to minimise the impact of the disruption and hasclosed the year with Net Revenue of Rs. 47201.21 (in Lacs) as against Rs. 49052.49 (inLacs) in corresponding previous year with just a minor bump of 3.6% in the topline.

After accounting for all expenses including depreciation exceptional items and Taxthe company earned a Profit of Rs. 622.84 (in Lacs).

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 presence in the industry.

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

There is no change in nature of business of the Company during the Financial Year2020-21. 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 current scenario of theeconomy and future growth prospects of the company and industry in the coming years theDirectors feel the need to reinvest in the 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 for thefinancial year 2020-21. All the profit of the Company shall be carry forward to creditbalance of Profit and Loss account of the Company.

7. Changes in Share Capital

During the period under review no change took place in the Authorized and Paid-upShare Capital of the Company.

Authorized Capital

The Authorized Capital of the Company is Rs. 250000000/- divided into 25000000Equity Shares of Rs. 10/- each.

Issued Subscribed & Paid-Up Capital

The Present Paid-Up Capital of the Company is Rs. 244766180/- divided into24476618 Equity Shares of Rs. 10/- each.

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 of provision ofmoney for purchase of own shares by employees or by trustees for the benefit of 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 and no material variations has been done with the issueproceeds.

11. Directors and Key Managerial Personnel

Details of Directors or key managerial Personnel as on 31/03/2021.

Sr. No. Name Designation Date of Appointment
Man Mohan Pal Chadha 1 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 DhruvGulati Independent Director 29/06/2018
Roma Wadhwa 5 Director 06/12/2018
Vikram Suri 6 Independent Director 24/12/2018
Dhananjay Prasad 7 CEO 22/05/2018
Gitika Arora 8 Company Secretary 15/01/2021

During the period under review no change took place in the Directorship of theCompany. However Ms. Gitika Arora was appointed as Company Secretary as on 15thJanuary 2021 and Mr. Rakesh Kumar Jha has resigned from the post of Company Secretary ason 4th December 2020.

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 Five (5) times during the financial year 2020-21. Theprovisions 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 the Board are furnished below:

Sr. No. Date of the Board Meeting Board Strength No. of Director Present
1 29/07/2020 6 5
2 05/09/2020 6 6
3 13/11/2020 6 5
4 31/12/2020 6 5
5 27/01/2021 6 5

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 prudential management of aCompany lies with its Board it is imperative that the Board remains continuallyenergized proactive and effective. The Companies Act 2013 not only mandates Board itsCommittees and Directors evaluation but also atthesame time requires the evaluation to beformal regularand transparent. The Nomination and Remuneration Committee of the Boardevaluated the performance of individual Director(s) on the Board excluding the Directorbeing evaluated the Board as a whole. Chairperson of the Board and ail of its Committeesbased on the evaluation criteria of the Company defined under Nomination and RemunerationPolicy.

It was further acknowledged that every individual Member and Committee of the Boardcontribute their best in the overall growth of the organization.

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 2020-21 and the whole previous financial year 2020-21.

a. the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Directors Total Remuneration Ratio to median remuneration
Executive Director
Mr. Sanjeev Kumar Elwadhi 2850000 10.99
Mr. Manmohan Pal Singh Chadha 2850000 10.99
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) NA
Rakesh Kumar Jha (CS) Till 24th December 2020 NA
Gitika Arora (CS) From 15th January 2021 NA
Onwards

c. the percentage increase/(decrease) in the median remuneration of employees in thefinancial year: 1.01%

Note: Due to lockdown and the current situation less operations took place. So theRatio has been decreased. However the operations would be normalized in the coming year

d. the number of permanent employees on the rolls of company: 374

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: NA

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 and 500 Shares held by Ms. Roma Wadhwa

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(f) to Para C of Schedule V ofListing Regulations.): During the period under review no independent director resigned.

16. Details of Subsidiary

The Company has no subsidiary.

17. Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 M/s. Mittal & Associates Chartered Accountants Mumbai wereappointed as statutory auditors of the Company to hold office for the term of 5 (FiveYears) from financial year 2019-20 till 2023-24.

The Notes to the financial statement refereed in the Audit Report are self-explanatoryand therefore do not call for any comments under Section 134 of the Companies Act 2013.The Auditors' Report does not contain any qualification reservation or adverse remark.The Auditors' Report is enclosed with the financial statement in this Annual Report.

18. 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.

19. 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 Secretaries in practice to undertake theSecretarial Audit of the Company for FY 2020-21. The Secretarial Audit report is annexedherewith as Annexure II.

There are no qualifications made by the Secretarial Auditor in his report for thefinancial year ended March 312021.

Pursuant to the recommendation of the Audit Committee the Board of Directors havereappointed M/s Mukun Vivek & Company Company Secretaries in practice to conduct theSecretarial Audit for FY 2021-22.

19. Committee constitution and Meetings

Audit Committee:

Name of the Members Status in Committee Nature of Directorship
Mr. Vikram Suri Chairman Independent Director
Mr. Dhruv Gulati Member Independent Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director
Date of the meeting No. of Members attended the meeting
25/04/2020 2
29/07/2020 3
13/11/2020 2
12/03/2021 2

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
04/12/2020 3
15/01/2021 3

Stakeholder Relationship Committee:

Name of the Director Status in Committee Nature of Directorship
Mrs. Roma Wadhwa Chairperson 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
31/03/2021 3

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
05/09/2020 3
25/01/2021 3

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
09/05/2020 2
08/07/2020 2
31/08/2020 2
16/10/2020 2
11/11/2020 2
09/12/2020 2
05/01/2021 2
29/01/2021 2
19/03/2021 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
31/03/2021 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 website of the Company.

21. 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.

22. 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 2021 is annexed hereto asAnnexure III and form part of the Report.

23. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe 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.

24. 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.

25. 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.

26. Deposits

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

27. Particulars of loans guarantees or investments under section 186

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

28. 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. Though there were some transactionsbetween the Related parties and attached as Annexure IV.

29. 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.

30. 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.

31. Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition& Redressal) Act 2013

As perthe 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.

The Internal Complaints Committee as on March 31 2021 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.

32. Details of Downstream Investment

No such downstream investment made during the Financial Year 2020-21.

33. 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 2020-21.

34. 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

35. Corporate Social Responsibility and its terms of reference

The brief outline of the Corporate Social Responsibility ("CSR") Policy ofyour Company and the initiatives undertaken by your Company on CSR activities during theyear composition of the CSR Committee average net profit for last three financial yearand details of CSR spent during the financial year are set out in the format prescribedunder the Companies (Corporate Social Responsibility Policy) Rules 2014 and attached asAnnexure V.

36. Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that: in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; thedirectors had prepared the annual accounts on a going concern basis; and the directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

Systems have been laid to ensure that all transactions are executed in accordance withmanagement's general and specific authorization. There well-laid manuals for such generalor specific authorisation.

Systems and procedures exist to ensure that all transactions are recorded as necessaryto permit preparation of financial statements in conformity with generally acceptedaccounting principles or any other criteria applicable to such statements and to maintainaccountability for aspects.

Access to assets is permitted only in accordance with management's general and specificauthorization. No assets of the Company are allowed to be used for personal purposesexcept in accordance with terms of employment or except as specifically permitted.

The existing assets of the Company are verified/checked at reasonable intervals andappropriate 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 2020-21.

37. 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.

38. Acknowledgements

The Board desires to place on record its sincere appreciation for the support andco-operation 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: 10/08/2021

.