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Snowman Logistics Ltd.

BSE: 538635 Sector: Others
NSE: SNOWMAN ISIN Code: INE734N01019
BSE 09:20 | 20 Oct 35.55 0.10
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35.60

HIGH

35.65

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35.55

NSE 09:07 | 20 Oct 35.45 0
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OPEN

35.45

HIGH

35.45

LOW

35.45

OPEN 35.60
PREVIOUS CLOSE 35.45
VOLUME 80
52-Week high 45.80
52-Week low 24.60
P/E
Mkt Cap.(Rs cr) 594
Buy Price 35.50
Buy Qty 528.00
Sell Price 35.70
Sell Qty 508.00
OPEN 35.60
CLOSE 35.45
VOLUME 80
52-Week high 45.80
52-Week low 24.60
P/E
Mkt Cap.(Rs cr) 594
Buy Price 35.50
Buy Qty 528.00
Sell Price 35.70
Sell Qty 508.00

Snowman Logistics Ltd. (SNOWMAN) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the Annual Report of the Company togetherwith the Audited Statements of Account for the financial year ended 31 March 2020.

The growth in revenue over the previous year even though marginal is a reflection ofits resilience. The first half of the year was dominated by a series of cyclones whichimpacted the sea food business at various warehouses of the Company. The company was ableto mitigate this risk by changing the product mix in sea-food dependent locations. Duringthe year the Company further improved its customer base introduced several measures toimprove operational efficiency. Making a foray into e-commerce space by providing back-endsupport to one of the largest players in this space has been a big positive in thesetrying times. The Company is back into an expansion mode and has chalked out plans for newfacilities at multiple locations in the coming year.

Financial Performance

Particulars 2019-20 (Rs.In Lakhs) 2018-19 (Rs.In Lakhs) Growth
Pallet Capacity 105228 104343 1%
Fleet Strength 289 293 (1%)
Revenue From Operations 24020 23255 3%
Other Income 319 325 (2%)
Total Income 24339 23580 3%
EBITDA 6338 6224 2%
EBITDA% 26% 27%
PBT (631) 1086 (158%)
PBT% (3%) 5%
PAT (1501) 972 (254%)
PAT% (6%) 4%

Management Discussion & Analysis

During the year the Company recorded sales of Rs. 24020 lakhs as compared to Rs.23255 lakhs an increase of 3% and EBITDA of Rs. 6338 lakhs as against Rs. 6224 lakhswhich is an increase of 2%.EBITDA of FY 20 Includes positive impact of Rs.1358 lakhs dueto newly adopted Lease Accounting (Ind As 116) and the corresponding EBITDA% impact is5.7%.

PBT decreased to Rs. (631) lakhs from a profit of Rs. 1086 lakhs in the previous year.PBT was negatively impacted by Rs.849 lakhs on account of Ind AS 116 adoption in thecurrent year. PAT decreased to Rs. (1501) lakhs from a profit of Rs.972 Lakhs in theprevious year. The Company has reversed deferred tax assets by Rs.895 lakhs on account ofnew income tax rate applicable for companies having turnover below Rs. 40000 lakhs dueto which the tax expense was recognized to such extent. The total impact on PAT due toOnetime Deferred tax reversal of Rs. (895 Lakhs) and Ind AS 116 adoption Rs.(849 Lakhs) isRs.1744 lakhs.

Operations

Restructuring of the customer industry mix has helped us in better cost optimization.Our focus towards offering end-to-end solution and allied value-added services has helpedus to optimize overhead costs. Our initiatives in process improvements and InformationTechnology have been well-appreciated by our customers. We are happy that we have gained alot of customer confidence and thus improved utilizations.

Outlook

We are very positive about the outlook for the Company. Being an essential service newopportunities have emerged in terms of consumers preference to do online shopping. Withour tie-up with one of the leading players in this space we are well-positioned to takeadvantage of this new development. Further industries like seafood which were affectedby two cyclones last year are already showing signs of a reversal and we are confidentthat the prospects for the coming year will be very positive. The Company has demonstratedits preparedness to handle the COVID-19 pandemic in terms of safety and hygiene measuresadopted and this has won the appreciation of all customers and employees. The choice oflocations for the next phase of expansion is driven by customer demand and we areconfident that once the new facilities are set up the performance of the Company will seea marked improvement.

Competition

The leadership position of the Company in the industry is undisputed both in terms ofcapacity and quality of infrastructure. With the recent developments on the pandemicfront there is a lot of awareness about the need for safety and hygiene in the supplychain of all edibles. Due to this the industry is already giving a preference toorganised players like us as compared to the unorganised sector. We foresee a shift incustomer preference and due to the high quality standards at Snowman we are geared up foran increase in our customer base in the coming year.

Cautionary Statement

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.

Share Capital

The paid-up share capital of the company is 167087995 equity shares of Rs.10/- each.There were no changes during the year.

Dividend

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 of date the Board of Directors of the Company comprises 10 (ten) Directors ofwhich five are Non-Executive Independent Directors in terms of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Section 149(6) of the Companies Act2013. Mr. Mamoru Yokoo Non-executive Director ceased to be Director w.e.f May 112020.Mr. Samvid Gupta & Ishaan Gupta were appointed on the Board as Additional Directors(Non-Executive) w.e.f May 15 2020 and Ms. Shukla Wassan was appointed as additionalDirector (Non-Executive Independent Woman Director) w.e.f May 15 2020

All Independent Directors have given declarations stating that they meet the criteriaof independence 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 qualifications 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.

Board Evaluation

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.

Meetings

During the year 5 (Five) Board Meetings and 4 (Four) 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 confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) 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;

(c) 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;

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

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed report on corporate governance practices followed by the Company together withthe certificate from the Company's Statutory Auditor confirming compliance forms part ofthis report as "Annexure A”

Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4November 2015 the 'Business Responsibility Report' (BRR) of the Company for FY 2019-20 isforming part of the Annual Report. The report is annexed herewith as "AnnexureL”

Auditors

Statutory auditors

Pursuant to Provisions of Section 139 of the Companies Act 2013 and the rules framedthereunder M/s S.R. Batliboi & Co.LLP (Firm Registration number 301003E/E300005)Chartered accountants were appointed as statutory Auditors of the Company from theConclusion of the 24th Annual General Meeting of the company held on 2nd August 2017 fora term of five Consecutive Years subject to ratification of their appointment at everyannual general Meeting.

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 ratification 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 & 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.

Secretarial Audit

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”

Secretarial Compliance Report

Pursuant to Regulation 24(A) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and other provisions as may be applicable the Company has obtained theSecretarial Compliance Report from Mr. Nagendra D Rao Practicing Company Secretary .Thereport is annexed herewith as "Annexure J”

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 Officers designatedemployees and other employees from trading in the securities of the Company at the timewhen there is unpublished price sensitive information. The Board has appointed Mr. A. M.Sundar Chief Financial Officer and Company Secretary as the Compliance Officer under theCode.

Corporate Social Responsibility

While the Company spent an aggregate amount of Rs 58.53 Lakhs during Financial Year2014-15 2015-16 and 2018-19 towards CSR activities the losses accumulated in the currentfinancial year has prompted the company to defer any spend on CSR activities. However withthe prospectus looking good we are sure that the Company will resume its CSR activitiesin the coming years as per the prescribed limits.

The Annual Report on CSR activities is annexed herewith as "Annexure D”.

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.

Vigil Mechanism

The Company has a vigil mechanism in place 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 as per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 during the financial year endedMarch 31 2020 are given below. Suitable disclosure as required by the Indian AccountingStandards has been made in the notes to the Financial Statements.

The Company has paid a rental amount of Rs. 6.60 Lakhs to Gateway Distriparks Ltdduring the financial year as part of the rental agreement entered into with GatewayDistriparks Limited on September 11 2017 at Krishnapatnam in the ordinary course ofbusiness. The above transaction has been approved vide Board resolution dated August 102017 and conducted 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.

Particulars of Contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in section188 (1) of the Companies Act 2013 are given in form AOC-2 which is annexed to thisreport as annexure I. Details of policy determining material subsidiaries and the policyfor dealing with related party transactions can be accessed by clicking on the Company'swebsite www.snowman.in.

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 2020 under the Snowman ESOP Scheme 2012 isset out in the "Annexure F” to the Directors' Report.

Human Resources

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 2020 was 411 as against 399 as on 31 March2019.

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”

Subsidiaries/Associates

Information about Subsidiaries/Associate/Joint Ventures are given in Form AOC-1 whichis annexed as Annexure H to this report.

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 on-going basis.

Technology Absorption

The Company continues to lay emphasis on the development and innovation of in-housetechnological and technical skills to meet the specific customer requirements. Efforts arealso being made to upgrade the existing standards and to keep pace with the advances intechnological innovations.

Foreign Exchange Earnings and Outgoing

i) Expenditure in foreign currency : Nil

ii) Earnings in foreign currency : Nil

Acknowledgements

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 significant 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: June 05 2020 Chairman

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