The Board of Directors presents the Annual Report of the Company together with theAudited Statements of Account for the fi nancial year ended 31 March 2018.
With inauguration of the 3600 Pallet warehouse at Krishnapatnam during the year yourCompany's capacity increased to 106964 pallets. This has further strengthened theCompany's position as a market leader in the industry. The initiatives taken during theprevious year resulted in a turnaround in the performance of the Company which can be seenin the positive results during the last two quarters. We are confi dent that thisperformance is bound to improve further in the coming years.
|Financial Performance || || || |
| || || ||(Rs. in lakhs) |
|Particulars ||2017-18 ||2016-17 ||Growth |
|Pallet Capacity ||106964 ||103600 ||3% |
|Fleet Strength ||293 ||293 ||0% |
|Revenue From Operations ||19428 ||18924 ||3% |
|Other Income ||385 ||79 ||387% |
|Total Income ||19813 ||19003 ||4% |
|EBITDA ||4446 ||3636 ||22.28% |
|EBITDA% ||23% ||19% || |
|PBT ||(356) ||(1549) ||(77)% |
|PBT% ||(2)% ||(8)% || |
|PAT ||(356) ||(493) ||(27)% |
|PAT% ||(2)% ||(3)% || |
Management Discussion & Analysis
During the year the Company recorded sales of Rs. 19428 lakhs as compared to Rs.18924 lakhs an increase of 3%. EBITDA Rs. 4446 lakhs as against Rs. 3636 lakhs whichis an increase of 22.28%.The PBT showed a vast improvement as compared to the previousyear with losses coming down from (1549) lakhs to Rs. (356) lakhs during the currentyear.
Temperature controlled warehousing continued to be the core strength of the Company andthe focus area of our business due to its huge potential. The second vertical of theCompany viz transportation functioned as an enabler to provide a one stop solution to thetemperature controlled logistics requirement of our clients.
The industry overcame the challenges faced during the previous year due to thedemonetization drive as well as the implementation of GST and was back on the growth path.The coming years are expected to be exciting with strong growth numbers projected forconsumption. The GST implementation has already shown a shift in business to organizedplayers and it is expected to increase further in the coming years.
The promising potential of temperature controlled logistic industry has resulted in alot of new players setting up facilities in various part of the country. However with itspan India presence and offer of one stop solutions to all cold chain needs has madeSnowman a formidable player in the industry. The customer faith in Snowman is welldemonstrated by the growth shown by the company during the year.
Statements made in this report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute "forward looking statements" within the meaning ofapplicable laws and regulations. Actual results might vary materially from those eitherexpressed or implied.
The paid-up share capital of your company is 167087995 equity shares of Rs.10/- each.There were no changes during the year.
Keeping in mind the Company's growth plans and hence the need to conserve cash theBoard of Directors have not recommended any dividend for the year.
Board of Directors
As on date the Board of Directors of the Company comprises eight Directors of whichfour are Non-Executive Independent Directors in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 149(6) of the Companies Act 2013.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The information related to remuneration of director as required under Section 197(12)of the Act is given at the end of the report.
Nomination Remuneration and Board Evaluation Policy
The Nomination Remuneration and Board Evaluation Policy contains the criteria fordetermining qualifi cations positive attributes and independence of a director and policyrelating to the remuneration for the directors key managerial personnel and otheremployees of the Company. The Nomination and Remuneration Policy forms part of this reportas "Annexure C" and are also available on the website of the Company.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance the Directors individually as well as the evaluation of theworking of its Audit Nomination & Remuneration Committee. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
During the year 4 (Four) Board Meetings and 5 (Five) Audit Committee Meetings wereconvened and held the details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period stipulated under the CompaniesAct 2013.
Directors' Responsibility Statement
In terms of Section 134(3)(c) of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confi rmed that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (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 a3 airs of the company at the end of the fi nancial year and of the profit and loss of the company for that period; (c) the directors had taken proper and su3cient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the directors had prepared the annualaccounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal fi nancial controlsare adequate and were operating efiectively.
(f ) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efiectively.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed report on corporate governance practices followed by the Company together withthe certifi cate from the Company's Statutory Auditors confi rming compliance forms partof this report as "Annexure A"
Pursuant to Provisions of Section 139 of the Companies Act 2013 and the rules framedthereunder M/s S R Batliboi & Co LLP Registration number 301003E/E300005 Charteredaccountants were appointed as statutory Auditors of the Company from the Conclusion of the24th Annual General Meeting of the company held on 2nd August 2017 for a term of fi veConsecutive Years subject to ratifi cation of their appointment at every annual generalMeeting.
Pursuant to Companies Amendment Act 2017 read with the Companies (Audit and Auditors)Second Amendment Rules 2018 with effect from 7th May 2018 the requirement for placingthe matter relating to Appointment of Statutory Auditors for ratifi cation by members atevery annual general meeting during the term of their appointment has been done awaywith. In view of the above M/s. S R Batliboi and Co LLP (Firm Registration No.301003E/E300005) continuous to be the statutory auditors of the Company till theconclusion of the 29th AGM to be held in the calendar year 2022.
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 Mr. Nagendra D Rao Practicing Company Secretary to undertake the SecretarialAudit of the Company. The report is annexed herewith as "Annexure B"
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prohibition of insidertrading as approved by the Board is in force by the Company. The Company also adopts theconcept of Trading Window Closure to prevent its Directors O3 cers designated employeesand other employees from trading in the securities of the Company at the time when thereis unpublished price sensitive information. The Board has appointed Mr. A. M. SundarChief Financial O3 cer and Company Secretary as the Compliance O3 cer under the Code.
Corporate Social Responsibility
The Annual Report on CSR activities is annexed herewith as "Annexure D".
While the Company spent an aggregate amount of Rs 55.53 Lakhs between 2014 -2016towards CSR activities the losses in 2017 as well as 2018 as prompted the company todefer any spent on CSR during the year. However with the prospectus looking good we aresure that the Company will resume its CSR activities in the coming years as per theprescribed limits.
Internal Control and Internal Audit
The Company has in place adequate systems of Internal Control to ensure compliance withpolicies and procedures. The Company has a system of carrying out internal audit coveringall business processes to review the internal control systems. The internal control systemand mechanism is reviewed periodically by the Audit Committee to make it robust so as tomeet the challenges of the business.
The Company has a vigil mechanism in placed named as Whistle Blower Policy to reportconcerns to the management about unethical behavior actual or suspected fraud orviolation of the Codes of conduct. The details of the Whistle Blower Policy is explainedin the Corporate Governance Report and also posted on the website of the Company.
Related Party Transactions
The related party transactions per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 during the fi nancial yearended March 31 2018 are given below. Suitable disclosure as required by the IndianAccounting Standards has been made in the notes to the Financial Statements.
The company entered into Rental Agreement with Gateway Distriparks Limited for Rs 5.5Lakhs at Krishnapatnam in the ordinary course of business. The above transaction has beenconducted at arm's length basis.
Particulars of Loans Given Investments Made Guarantees Given or Security Provided bythe Company
The Company has not given any loan or any guarantee or security.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure E".
Employee Stock Option Scheme
The details of stock options as on 31 March 2018 under the Snowman ESOP Scheme 2012 isset out in the "Annexure F" to the Directors' Report.
The Company is committed to provide a healthy environment to all employees and thusdoes not tolerate any discrimination and/ or harassment in any form. The Company has inplace a Prevention of Sexual Harassment (POSH) policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.No complaints were received by the Company during the period under review.
The total number of employees as on 31 March 2018 was 394 as against 362 as on 31 March2017.
Particulars of Employees
Information in accordance with Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of the employees of the Company is annexed herewith as "Annexure G"
Disclosure under Section 134 (3) (m) Conservation of Energy
The Company continues to give the highest priority for conservation of energy by usinga mix of technology changes process optimization methods and other conventional methodson an ongoing basis.
The Company continues to lay emphasis on development and innovation of in-housetechnological and technical skills to meet the specifi c customer requirements. E3 ortsare also being made to upgrade the existing standards and to keep pace with the advancesin technological innovations.
| ||Foreign Exchange Earnings and Outgoing |
|i) Expenditure in foreign currency ||Nil |
|ii) Earnings in foreign currency ||Nil |
The Board of Directors thank all the stakeholders of the Company including itscustomers shareholders bankers vendors for their continued support and assistance andlook forward to having the same support in our future endeavors. The Directors also placeon record their sincere appreciation for signifi cant contributions made by the employeestowards the success and growth of the Company.
| ||For and on behalf of the Board of Directors |
| ||For Snowman Logistics Limited |
|Place: New Delhi ||Prem Kishan Dass Gupta |
|Date: May 15 2018 || |