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Shree Vasu Logistics Ltd.

BSE: 535084 Sector: Others
NSE: SVLL ISIN Code: INE00CE01017
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Shree Vasu Logistics Ltd. (SVLL) - Director Report

Company director report

To

Dear Members

Your Directors take pleasure in presenting their 15th Annual Report on thebusiness and operations of the company together with the Audited Financial Statements forthe Financial Year ended March 31 2021.

COMPANY SPECIFIC INFORMATION

Financial summary and highlights

The financial performance of the Company for the year ended on March 31 2021 and theprevious financial year ended March 31 2020 is given below:

(Rs in Lakh)
Particulars March 31 2021 March 31 2020
Revenue from Operations 6616.16 6227.52
Other Income 17.35 10.61
Total income 6633.51 6238.13
Less: Expense(Excluding depreciation) 5968.28 5657.52
Profit before Depreciation 665.23 580.61
Less: Depreciation 308.40 222.91
Profit before Exceptional & extra-ordinary items & Tax 356.83 357.70
Less: Exceptional Item 0 0.00
Add/Less: Extra Ordinary Items 0 0.00
Profit before Tax 356.83 357.70
Less: Deferred tax (8.99) (1.15)
Less: Income tax 70.11 91.18
Less: Previous year adjustment of income tax (28.82) 0.72
Net Profit/ (Loss) after Tax for the year 324.53 266.95
Dividend(including Interim if any and final) 0.00 0.00
Net Profit after Dividend Tax 324.53 266.95
Amount Transfer to General Reserves 0.00 0.00
Balance carried to the Balance Sheet 324.53 266.95
Earnings per share(Basic) 4.25 3.49
Earnings per share(Diluted) 4.25 3.49

The Company has only one segment of business. Therefore segment wise reporting is notapplicable.

Financial performance

During the year under review your Company has achieved total Revenue (i.e. Revenuefrom Operations & Other income) of Rs. 66.34 crores as against Rs. 62.38 crores forthe previous year ended March 31 2020. Your Company has achieved profit before tax of Rs.3.56 crores for the current year as against Rs. 3.58 crores for the previous year. YourCompany has achieved profit after tax of Rs. 3.24 crores for the current year as againstRs. 2.67 crores for the previous year. 2020-21.

Transfers to reserves

The Board of Directors of your Company has decided not to transfer any amount to theGeneral Reserves for the year under review.

Dividend for financial year 2020-21

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company s dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year under review.

Material changes and commitments affecting the financial position of the company

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

Changes in the nature of business

There have been no changes in the nature of business and operations of your Companyduring the year under review.

Details of revision of financial statement or the report

The company has not revised its financial statement or the Report in respect of any ofthe three preceding financial years; neither voluntarily nor pursuant to the order of ajudicial authority.

Industry Overview:

The Logistics sector in India is developing gradually since last several years due toinfrastructure developments enhanced use of technology and innovative service providers.All these factors resulted into better logistics services with reduced cost. According tothe domestic rating agency ICRA Indian logistics sector is expected to grow at a rate 6-9% per cent over the medium term. This is an improvement over the compound annual growthrate (CAGR) of 6.93 per cent at which the industry grew during the last five years.Industry overview is more specifically described in the Management Discussion and AnalysisReport (MDAR) which forms part of Board s Report.

Impact of Corona Virus Pandemic:

The outbreak of Covid-19 pandemic globally and in India is causing significantdisturbance and slowdown of economic activity. The Company is monitoring the situationclosely taking into account directives from the Governments. The Company has consideredthe possible effects of the COVID-19 pandemic including its impact on revenue projectionsfor future periods. In developing the assumptions relating to the possible futureuncertainties in the economic conditions because of this pandemic and arriving atestimates the Company as at the date of approval of financial results has used internaland external sources of information to the extent available.

CAPITAL STRUCTURE:

Authorised Share Capital

During the year under review there has been no change in Authorized Share Capital ofthe Company.

Paid Up Share Capital

During the year under review there has been no change in Paid up Share Capital of theCompany.

CREDIT RATING OF SECURITIES

Your Company continues to enjoy a moderate credit rating which denotes a high degree ofsafety regarding timely servicing of its financial obligations. During the year underreview your Company approached to CARE Ratings Limited to review the ratings assigned.CARE has duly re-assigned credit ratings on March 10 2021 which are given hereunder:

Facility/Instrument Rating
Long term Bank Facilities CARE BBB-; Stable) Stable (Triple B Minus; Outlook:
Long term Bank Facilities CARE BBB-; Stable) Stable (Triple B Minus; Outlook:
Short Term Bank Facilities CARE A3 (A Three)

MANAGEMENT

Directors (Appointment/Cessation):

During the year under review there has been no change in composition of board. No onewas appointed or resigned at or from the board of your company.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves forRe-Appointment

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr. Atul Garg(DIN: 01349747) is liable to retire by rotation at the ensuing Annual General Meeting(AGM) and being eligible offers himself for re-appointment.

Key Managerial Personnel (Appointment/Cessation)

During the year under review Mr. Prince Kumar Singh has resigned from the post of CFOw.e.f. September 01 2020 and Mr. Anil Kumar Katre was appointed as Chief FinancialOfficer of the Company w.e.f. February 15 2021. Mr. Price Kumar Singh has tendered hisresignation on August 20 2020 w.e.f. close of business hours on 31/08/2020.

Ms. Neelam Dahiya Company Secretary and Compliance Officer of the Company have alsoresigned from her post w.e.f. July 20 2021. and Mr. Abhishek Gupta is appointed as theCompany Secretary and Compliance Officer of the Company w.e.f.August 10 2021.

Composition of Board of Directors

The composition of the Board of Directors of the Company is a balanced one with anoptimum mix of Executive and Non-Executive Directors. They show active participation atthe board and committee meetings which enhances the transparency and adds value.

As on March 31 2021 the Board of company consists of Five (5) Directors. Thecomposition and category of Directors is as follows:

Category Name of Directors DIN
Promoter & Managing Director Mr. Atul Garg 01349747
Promoter & Wholetime Director Mr. Shree Bhushan Garg 01349775
Non-Executive Director Mrs. Preeti Garg 07048745
Non-Executive Independent Director Mr. Chetan Agrawal 00748916
Non-Executive Independent Director Mr. Kulamani Mohanty 08206986

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed thatthey meet the criteria of Independence as provided under Section 149(6) of the Act andthat they are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence.

The Board of the Company after taking these declarations on record and acknowledgingthe veracity of the same concluded that the Independent Directors are persons ofintegrity and possess the relevant expertise and experience to qualify as IndependentDirectors of the Company and are Independent of the Management of the Company.

In accordance with the provisions of Section 150 of the Act read with the applicablerules made thereunder the Independent Directors of the Company have registered themselvesin the Independent Directors data bank maintained by the Indian Institute of CorporateAffairs (IICA). The Independent Directors unless exempted are required to pass an onlineproficiency self-assessment test conducted by IICA within one year from the date of theirregistration on IICA databank.

No Independent Directors have been appointed or reappointed and none have resignedduring the financial year under review.

Meetings of the Board

The Board meets at regular intervals to discuss and take a view on the Company spolicies and strategy apart from other Board matters. The notice for the board meetings isgiven well in advance to all the Directors.

During the year under review the Board of Directors met Four (4) times and boardmeetings were held on the following dates as mentioned in the table:

Sr. No. Date of Board Meeting Board Strength Directors Present
1 29-06-2020 5 5
2 20-08-2020 5 5
3 11-11-2020 5 5
4 15-02-2021 5 2

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

Name of Directors No. of Meeting entitled to attend No. of attended meetings
Mr. Atul Garg 4 3
Mr. Shree Bhushan Garg 4 4
Mrs. Preeti Garg 4 3
Mr. Chetan Agrawal 4 3
Mr. Kulamani Mohanty 4 4

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.

Meetings of Independent Directors

The Company s Independent Directors meet once in a financial year without the presenceof Executive Directors or Managerial Personnel. Such meetings are conducted informally toenable Independent Directors to discuss matters pertaining to the

Company s affairs and put forth their views to the Lead Independent Director.

During the year under review the Independent Directors met on February 02 2021 interalia to: ? review the performance of Non Independent Directors and the Board of Directorsas a whole.

? assess the quality quantity and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

Committees of the Board

The Board has constituted various statutory committees in compliance with therequirements of the Act and the SEBI Listing Regulations viz. Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee. The Board of theCompany also constituted Finance and Investment Committee of the Board.

Details of all the Statutory Committees along with their composition and meetings heldduring the year are provided in

Annexure-I.

Evaluation of the Board's Performance

During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 has adopted formal mechanism forevaluating its performance as well as that of its Committees and Individual Directorsincluding the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as compositionof the Board & Committees experience & competencies performance of specificduties & obligations governance issues etc. Separate exercise was carried out toevaluate the performance of Individual Directors including the Board as a whole and theChairman who were evaluated on parameters such as their participation contribution atthe meetings and otherwise independent judgements safeguarding of minority shareholdersinterest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors Committees of the Board and Boardas a whole were carried out by the Independent Directors in their separate meeting. TheIndependent Directors reviewed key transactions (including related party transactions)quality & timeliness of flow of information recommended measures for corporategovernance etc

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

Nomination and Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. As part of the policy the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully; b)Relationship between remuneration and performance is clear and meets appropriateperformance benchmarks. c) Remuneration to Directors KMP and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

The detailed Nomination & Remuneration Policy of the Company is placed on theCompany s website and can be viewed at the website on the linkhttp://www.shreevasulogistics.com/upload/Nomination-and-Remuneration-Policy.pdf

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; b) TheDirectors 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 as at March 31 2021 and of the profit of theCompany for the year ended on that date; c) The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; d) The Directors have prepared the annual accounts on agoing concern basis; e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and f) The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its officers or employeesto the Audit Committee or the Board under Section 143(12) of the Act as required to bereported in this report.

Remuneration of Directors and Employees of Company

The statement of disclosure of Remuneration under Section 197 (12) of the Act read withthe Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("Rules") is appended as Annexure II to this Report.

Internal Financial Controls

Your Company has identified and documented all key internal financial controls whichimpact the financial statements. The financial controls are tested for operatingeffectiveness through ongoing monitoring and review process of the management andindependently by the Internal Auditors. In our view the Internal Financial Controlsaffecting the financial statements are adequate and are operating effectively.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

Your Company does not have any Subsidiaries Joint Ventures and Associates.

DEPOSITS

During the year under review your Company has not accepted any public deposit withinthe meaning of provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and there is no outstanding deposit due forre-payment.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans guarantees and investments as required under the provisions ofSection 186 of the Act are given in the standalone financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year under review were in theordinary course of business and on arm s length basis and pre-approved by the AuditCommittee.

The disclosure of related party transactions as required under Section 134(3) (h) ofthe Act in Form AOC-2 is appended as Annexure III to this Report. The related partydisclosures as specified in Para A of Schedule V read with Regulation 34(3) of the ListingRegulations are given in the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of section 135 of the Companies Act 2013 is not applicable to the Companysince your Company does not fall under the criteria prescribed under the said section.

However your Company adheres to contribute for wellness of the community andenvironment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the energy conservation technology absorption and foreignexchange earnings and outgo as required under Section 134(3) (m) of the Act read withRule 8(3) of the Companies (Accounts) Rules 2014 are provided in Annexure IV andform part of this report.

RISK MANAGEMENT

Risk management of the Company promotes a proactive approach in reporting evaluatingand mitigating risks associated with the business. Mechanisms for identification andprioritization of risks include business risk environment scanning and focused discussionsin the Risk Management Group (at Senior Management Level). Identified risks are used asone of the key inputs for the development of strategy and business plan. The respectiverisk owner selects a series of actions to align risks with the

Company s risk appetite and risk tolerance levels to reduce the potential impact of therisk when it occur and/or to reduce the expected frequency of its occurrence.

The Company has adopted a Risk Management Policy to establish a Risk Managementframework for achieving business objectives and providing protection against riskassociated with the industry in which your company operates in the long term. The boardis responsible to review the effectiveness of the policy on yearly basis which is dulycomplied by the board during the year under review. After ascertaining the risk inaccordance with company s policy mitigation plans are finalized owners are identifiedand progress of mitigation actions are monitored and reviewed by the senior management.

Although the company has adopted the policy regarding the assessment of the risk andits updates are provided to the senior management of the company the process for themitigation of the risk is defined under the risk management policy of the company which isavailable for the access on the website www.shreevasulogistics.com at the linkhttp://www.shreevasulogistics.com/upload/Risk-Management-Policy_new.pdf

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

By virtue of Whistle Blower Policy the Directors and Employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of Directors or employees or any other person who avails the mechanism fromreprisals or victimization for whistle blowing in good faith. This policy also allows thedirect access to the Chairperson of the Audit Committee. During the year under review theCompany has not reported any complaints under Vigil Mechanism. Details of establishment ofthe Vigil Mechanism have been uploaded on the Company s website athttp://www.shreevasulogistics.com/upload/Whisle%20Blower%20and%20Vigil%20Mechanism.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company soperations in future.

GENERAL MEETINGS

During the year the Company did not hold any Extra Ordinary General Meetings.

AUDITORS OF THE COMPANY:

Statutory Auditors

The Members of the Company had at their 12th AGM held on September 29 2018 appointedM/s. Agrawal & Pansari Chartered Accountants (FRN: 003350C) as the Statutory Auditorof the Company to hold office for a term of five years commencing from the conclusion ofthe 12th AGM up to the conclusion of 17th AGM of the Company to be held in the year 2023.

M/s. Agrawal & Pansari Chartered Accountants (FRN: 003350C) had resigned from thepost of Statutory Auditor of the Company w.e.f. May 15 2021. However in compliance withSEBI Circular CIR/CFD/CMD1/114/2019 dated October 18 2019 they conducted the Audit forthe half year and year ended March 31 2021 and issued report thereon.

To fill the casual vacancy caused due to resignation of Statutory Auditors the Boardof Directors on recommendation of Audit Committee subject to approval of the Company hasappointed APAS & CO LLP (FRN: 000340C/C400308) Chartered Accountants Raipuras Statutory Auditors of the Company by passing Circular Resolution under section 175 onJune 12 2021. It is also proposed by the Board to appoint APAS & CO LLP asStatutory Auditors for years as per Section 139 and 142 of the Companies Act 2013.

Unmodified Auditors Report

The Auditors Report on the standalone Financial Statements for the financial year2020-21 forms part of this Annual Report and is unmodified i.e. it does not contain anyqualification reservation or adverse remark. And therefore it does not call for anyfurther comments from the Board of Directors.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of your Company at itsmeeting held on June 29 2020 had appointed Mrs. Mini Agrawal Practicing CompanySecretary (CP No. 3883) as the Secretarial Auditor of the Company to undertake thesecretarial audit of the Company for the Financial Year 2020-21.

Secretarial Audit Report

The Company has obtained a Secretarial Audit Report for the financial year ended March31 2021 from Mrs. Mini Agrawal Practicing Company Secretary and Secretarial Auditor ofthe Company in compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Unmodified Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification reservation or adverseremark. The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 asper the provisions of Section 204 of the Act read with Rules framed thereunder for thefinancial year ended March 31 2021 has been annexed to this Board Report as Annexure Vand forms part of this Annual Report.

Internal Auditor

The Board on recommendation of the Audit Committee had appointed Amit Kumar Agrawal& Co. as the Internal Auditor of your Company incompliance with Section 138 of the Actread with the Companies (Accounts) Rules 2014 for the Financial Year 2020-21 at itsmeeting held on June 29 2020. However Amit Kumar Agrawal & Co. has resigned onFebruary 15 2021 and the Board of Directors appointed M/s. SRKN & ASSOCIATES (FRN:015910C) Chartered Accountants Raipur as Internal Auditor to conduct Internal Audit forFinancial Year 2020-21.

Cost Audit

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (CostRecords and Audit) Rules 2014 your Company is not required to maintain cost records andaccordingly no such audit is required to be conducted.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors are adhered to comply with the provisions of all applicable SecretarialStandards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and the SecretarialStandard-2 on General Meetings (SS-2) issued by The Institute of Company Secretaries ofIndia and approved by the Central Government.

During the year under review your Company has followed compliance with the applicableSecretarial Standards SS-1 and SS-2.

ANNUAL RETURN

The Annual Return of the Company for the year ended March 31 2021 prepared incompliance with Section 92 of the Act and related Rules in prescribed Form No. MGT 7 isplaced on the website of the Company and can be accessed at the web link:

https://shreevasulogistics.com/upload/Form%20MGT%20-7_Annual%20Return%20_%202020-21.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is an equal opportunity provider and believes in providing opportunity andkey positions to women professionals. At the same time it has been an Endeavour of yourCompany to support women professionals through a safe healthy and conducive workingenvironment by creating and implementing proper policies to tackle issues relating to safeand proper working conditions for them.

The Company has in place a Prevention of Sexual Harassment Policy in accordance withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 ("POSH Act"). All women employees (permanentcontractual temporary trainees) as well as women who visit the premises of the Companyfor any purpose are covered under this Policy.

Your company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. As per the provisions of Section 21 and 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013the report on the details of the number of cases filed under Sexual Harassment and theirdisposal during the calendar year 2020-21 is as under:

Particulars Status
Number of cases pending as on the beginning of the financial year NIL
Number of complaints filed during the financial year NIL
Number of cases pending as on the end of the financial year NIL

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company whichare available for the access at the website www.shreevasulogistics.com athttp://www.shreevasulogistics.com/Policies.aspx as follows:

Code of Conduct of Board of Directors & Senior Management

Certain code of conduct is required from the senior management including the Board ofDirectors of the Company; they have to be abiding by the rules and laws applicable on thecompany for the good governance and business ethics. The Board of Directors has laid downa code of Conduct for better transparency and Accountability for all the Board Membersand Employees of the Company. All the Board members and senior management personnel haveconfirmed with the code as provided under Regulation 34(3) read with Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the members of the Board of Director and Senior Management haveaffirmed compliance with code of conduct of Board of Directors and Senior Management forthe year ended March 31 2021 and a Declaration in this regard is attached as AnnexureVI.

It describes their responsibility and accountability towards the company which isavailable for the access at the website of the Company at the linkhttp://www.shreevasulogistics.com/upload/Code-of-director-and-senior-management-personnel.pdf

Determination of Materiality of Information & Events

As your Company is a Listed entity investors of the entity expect more and moreinformation from the company so under this policy the management of the companydetermines the material events of the company and discloses them for the investors. Underthis policy company may decide all those events and information which are material andimportant for the investors about the company which is available for access at the websiteon the linkhttp://www.shreevasulogistics.com/upload/Policy-for-Determination-of-Materiality-of-Events.pdf

Annual Report 2020-21

Familiarization Program of Independent Directors

Under Familiarization Program all Independent Directors (IDs) inducted into the Boardare given orientations presentations are made by Executive Directors (EDs) and SeniorManagement giving an overview of our operations to familiarize the IDs with the company'sbusiness operations. This policy includes keeping the IDs updated about the working of thecompany and projects in which the Company is involved. Company s policy on FamiliarizationProgram of Independent Directors is available at the website of the Company at the linkhttp://www.shreevasulogistics.com/upload/Familiraisation-programme.pdf

Code of Conduct to Regulate Monitor and Report Insider Trading

The important and price sensitive information are required to be kept confidential onthe part of the company if the information is disclosed this will harm the image of thecompany. The definition of insider includes all the persons connected with the companyincluding the all employees. The Board of Directors at their meeting held on February 152021 had reviewed and modified the various formats/forms as prescribed by the SEBI. Thispolicy is applicable to all employees and KMPs of the company. They are expected to notdisclose the confidential information of the company which affects the performance of thecompany. The Code of Conduct is available for the access at the website on the linkhttp://www.shreevasulogistics.com/upload/Code%20of%20Conduct_PIT%20Regulation.pdf

Code of Fair Disclosure of Unpublished Price Sensitive Information

The Company has formulated and adopted the Code of Practices and Procedures for FairDisclosures of Unpublished Price

Sensitive Information and Code of Conduct for Prevention of Insider Trading inSecurities of Shree Vasu Logistics Limited ("Code of Conduct under PIT") incompliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time ("SEBI InsiderRegulations").

The Insider Trading Code has been formulated to regulate monitor and ensure reportingof trading by the Employees and Connected Persons designated on the basis of theirfunctional role in the Company towards achieving compliance with the SEBI InsiderRegulations and is designed to maintain the highest ethical standards of trading inSecurities of the Company by persons to whom the said Code is applicable. The InsiderTrading Code lays down guidelines which advises them on procedures to be followed anddisclosures to be made while dealing with securities of the Company and cautions them ofthe consequences of violations.

Policy for determination of "Legitimate Purpose" as part of the Code ofPractices and Procedures for Fair Disclosures of Unpublished Price Sensitive Informationis also form part of Code of Fair Disclosure of Unpublished Price Sensitive Information.

Code of Conduct under PIT Regulation also laid down the procedure for inquiry in caseof leak/suspected leak of Unpublished Price Sensitive Information;

The Code of Practices and Procedures for Fair Disclosures of Unpublished PriceSensitive Information and Policy for Determination of Legitimate Purposes is also isavailable for the access at the website on the linkhttp://www.shreevasulogistics.com/upload/Code%20of%20Fair%20Disclosure%20of%20UPSI.pdf

Awareness and Training on Prevention of Insider Trading

During the year the Company has laid down systems and processes in connectiontherewith and has taken several initiatives to increase awareness amongst designatedemployees and other employees on the applicability reporting and other provisions of theCompany s Insider Trading Code UPSI Leakage Policy and the SEBI Insider Regulations whichincluded dissemination of compliances to be followed do s and don ts inductions etc.

Compliance Officer:

Ms. Neelam Dahiya Company Secretary was designated as Compliance Officer and InvestorRelationship Officer for dealing with dissemination of information and disclosure ofUnpublished Price Sensitive Information and regulating monitoring trading and report ontrading by the Insiders as required under the SEBI Insider Regulations. However she hasresigned from her post w.e.f. July 20 2021 and Mr. Abhishek Gupta is appointed as theCompany Secretary and Compliance Officer of the Company w.e.f. August 10 2021.

Policy for Preservation of Documents

The Corporate records need to be kept at the places and manner defined under the Act;policy relating to that for the safe keeping of the documents is available on website andcan be viewed at the website www.shreevasulogistics.com on the linkhttp://www.shreevasulogistics.com/upload/Policy-for-Preservation-of-Documents.pdf

Risk Management Policy

Risk is the part of the every one s life while running any business there are manykind of risks involved. To minimize the business risk and all the factors that willnegatively affect the organization every company tries to follow certain procedure forthe forecasting of the risk and its management. Your Company has also framed a policyrelating to this which is available at the website and can be viewed athttp://www.shreevasulogistics.com/upload/Risk-Management-Policy_new.pdf

Terms and Conditions for Appointment of Independent Directors

Independent directors are the key part of the board according to the Schedule IV to theCompanies Act 2013. They are skilled experienced and knowledgeable persons. They arerequired on the board to take improved and better decisions. The Company has framed policyrelating to their appointment which will be helpful for the board. This policy isavailable at the website and can be viewed at the linkhttp://www.shreevasulogistics.com/upload/Terms-and-conditon-of-IDS.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The operations of the company are reviewed in a detailed report on the ManagementDiscussion and Analysis is provided as a separate section in the Annual Report which formspart of the Board s Report as Annexure-VII.

OTHER DISCLOSURES

Your Directors state the status of disclosure or reporting requirement in respect ofthe following items for the transactions/events related to these items during the yearunder review:

Non-applicability of certain Regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time

As per Regulation 15 of the SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in regulations 17 17A 18 19 20 212223 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V shall not apply to the Company.

Corporate Governance

The Corporate Governance requirements as stipulated under the of SEBI (LODR)Regulations 2015 are not applicable to the company but the Company adheres to goodcorporate practices at all times.Report on Corporate Governance Practices and the AuditorsCertificate regarding compliance of conditions of Corporate Governance and certificationby CEO & CFO is not applicable to your Company as per regulation 15(2) (b) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.

Particulars of Employees and Human Resource Development

Your Company recognizes that its employees are its principal assets and that it scontinued growth is dependent upon the ability to attract and retain quality people. YourCompany also recognizes the importance of providing training and development opportunitiesto its people to enhance their skills and experiences which in turn enables the companyto achieve its business objectives. The morale of employees continued to remain highduring the year contributing positively to the progress of the Company. Howeveraspirations of employees in India remain to be high. This is a challenge as only growthcan fulfill these aspirations and in today s market scenarios one has to performextraordinarily to achieve growth.

Your Company has always provided a congenial atmosphere for work to all employees. YourCompany is committed to respect universal human rights. To that end your Companypractices and seeks to work with business associates who believe and promote thesestandards. Your Company is committed to provide equal opportunities at all levels safeand healthy workplaces and protecting human health and environment. Your Company providesopportunities to all its employees to improve their skills and capabilities. Your Companys commitment extends to its neighboring communities to improve their educationalcultural economic and social well-being.

Your Company provides an equal opportunity to all its employees and does notdiscriminate on the grounds of race religion nationality ethnic origin color genderage citizenship sexual orientation marital status or any disability not affecting thefunctional requirements of the position held.

A detailed note on HR initiatives of the Company is included in section titledManagement Discussion and Analysis Report which is a part of this Annual Report.

Investors Education and Protection Fund

During the year under review no such events occurred which required to be reportedunder this category.

Disclosures with respect to demat suspense account/ unclaimed suspense account

During the year under review no such shares in the demat suspense account or unclaimedsuspense account which required to be reported as per Para F of Schedule V of the SEBI(LODR) Regulations 2015.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Central & State Government Local Authorities ClientsVendors Advisors Consultants and Associates at all levels for their continued guidanceand support. Your Directors also wish to place on record their deep sense of appreciationfor their commitment dedication and hard work put in by every member of the Company.

SD/- SD/-
ATUL GARG SHREE BHUSHAN GARG
Managing Director Wholetime Director
DIN: 01349747 DIN: 01349775
Place: Raipur
Date: August 10 2021

COMMITTEES OF THE BOARD: -

The Board of Directors has constituted following Committees viz. 1. Audit Committee 2.Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

AUDIT COMMITTEE:

The Audit Committee's composition meets with the requirement of Section 177 of theCompanies Act 2013. The Members of the Audit Committee possesses financial / accountingexpertise / exposure. The Audit Committee comprised of 3 members as on March 31 2021. Thepowers role and terms of reference of the Audit Committee includes the matters asspecified under the Act and the Listing Regulations besides other terms as referred bythe Board. The details of the composition of the Audit committee as on March 31 2021along with their meetings held/attended is as follows:

Sr. No. Date of Audit Committee Meeting Committee Strength Members Present
1 29.06.2020 3 3
2 20.08.2020 3 3
3 11.11.2020 3 3
4 02.02.2021 3 3
Name of the Position as on Member 31.03.2021 Status Attendance at the Committee Meetings held During the Year
No. of meetings entitled to attend No. of meetings attended
Mr. Kulamani Chairperson Non-Executive 4 4
Mohanty Independent Director
Mr. Chetan Agrawal Member Non-Executive 4 4
Independent Director
Mr. Atul Garg Member Managing Director 4 4

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee's Composition meets with the requirement ofSection 178 of the Companies Act 2013. The Members of the Nomination committee possessessound knowledge / expertise / exposure. The Committee comprised of 3 members as on March31 2021. The powers role and terms of reference of the Nomination and RemunerationCommittee includes the matters as specified under the Act and the Listing Regulationsbesides other terms as referred by the Board. The detail of the composition of theNomination & Remuneration committee along with their meetings held/attended is asfollows:

Sr. No. Date of NRC Meeting Committee Strength Members Present
1 29.06.2020 3 3
2 02.02.2021 3 3
Name of the Position as on Member 31.03.2021 Status Attendance at the Committee Meetings held During the Year
No. of meetings entitled to attend No. of meetings attended
Mr. Kulamani Chairperson Mohanty Non-Executive Independent Director 2 2
Mr. Chetan Agrawal Member Non-Executive 2 2
Mrs. Preeti Garg Member Independent Director Non-Executive Director 2 2

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee meets with the requirement of the Section 178of the Companies Act 2013. The Stakeholders Relationship Committee is mainly responsibleto review all grievances connected with the Company's transfer of securities and redressalof shareholders'/ investors' / security holders' complaints. The Committee comprised of 3members as on March 31 2021. The powers role and terms of reference of the StakeholdersRelationship Committee includes the matters as specified under the Act and the ListingRegulations besides other terms as referred by the Board.The detail of the composition ofthe said committee along with their meetings held/attended is as follows:

Name of the Member Position Status Attendance at the Committee Meeting held on 19.02.2021
Mrs. Preeti Garg Chairperson Non-Executive Director Yes
Mr. Shree Bhushan Garg Member Wholetime Director Yes
Mr. Atul Garg Member Managing Director Yes
SD/- SD/-
ATUL GARG SHREE BHUSHAN GARG
Managing Director Wholetime Director
DIN: 01349747 DIN: 01349775
Place: Raipur
Date: August 10 2021

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