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Tara Chand Logistic Solutions Ltd.

BSE: 535058 Sector: Others
NSE: TARACHAND ISIN Code: INE555Z01012
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Tara Chand Logistic Solutions Ltd. (TARACHAND) - Director Report

Company director report

To

The Members

TARA CHAND LOGISTIC SOLUTIONS LIMITED

Your Directors presenting their 7th Annual Report on the business andoperations of the Company and statement of accounts for the year ended March 31 2019.

Financial Summary/Highlights:

The performance of the Company During the financial year is as under:

(Amounts in Rupees)

Particulars 2018-19 2017-18
Total Income 1016801817 829451242
Less: Expenses 950760838 765271349
Profit/(Loss)before tax 66040979 64179892
Tax Expenses
Current Tax 13596000 12715000
Deferred Tax 4884422 4968538
Tax Adjustments Relating to Earlier Years 99324 439382
Profit(Loss) After Taxation 47461233 46056973

Overview of Company's Financial Performance:

During the year under review Total Revenue from operations including the other incomewas Rs.1016801817/-against Rs.829451242/-in the previous year. The Company hasearned net profit of Rs. 4 74 61 233/- in the current financial year and net profit ofRs.4 60 56973/-in the previous financial year.

Transfer to reserves:

During the financial year the Company did not transfer any amount to reserve.

Dividend:

Considering the fact future plans of the Company directors have decided not torecommend any dividend on the equity shares for the year ended March 31 2019.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

Subsidiaries Associate and Joint venture Companies:

As on March 31 2019 according to Companies Act 2013 and rules made there under theCompany doesn't have any Subsidiary Company Associate Company and Joint Venture Company.Hence'Form AOC-1'is not applicable.

Directors and Key Managerial Personnel ('KMP'):

Directors:

• No changes in board of directors took place in the F.Y. 18-19.

KMP:

• There had been a change in the Company Secretary and Compliance Officer of thecompany during the F.Y. 2018-19. The details are as under:

Ms. Madhuri Ganesh Batwal-April-May'18

Ms.Nishu Kansal - Since June'18 to present

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section149 (6) of the Companies Act2013 and regulation 16(1)(b) of SEBI(ListingObligations and Disclosure Requirements)Regulations2015)

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

During the financial year there were no such orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.

Internal Financial Control:

As Confirmed by statutory auditor in his reports the Company has in all materialrespects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively.

Committees of the Board:

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee and

• Corporate Social Responsibility Committee

Details of the said Committees along with their charters compositions and meetingsheld during the financial year are provided in the "Report on Corporate Governance AnnexureD" as a part of this Annual Report.

Establishment of Vigil Mechanism

The Company has established and adopted Vigil Mechanism and the policy(WhistleBlower Policy) thereof for directors and employees of the Company in accordance withSection 177 of the Companies Act 2013 or any other provisions of Companies Act 2013 aswell as Regulation 22 of SEBI(Listing Obligations and Disclosure RequirementsRegulations2015). During the year under review no personnel of the Company approachedthe Audit Committee on any issue falling under the said policy. The vigil mechanism policyis available on the website of the Company

Particulars of remuneration to employees:

Pursuant to the provisions of section 197 of the Companies Act 2013 read with rule 5of the Companies(Appointment and Remuneration of ManagerialPersonnel)Rules2014particulars of employees are required to be provided in theDirectors' Report. Howeverhaving regard to the provisions of section 136 of the CompaniesAct2013the Annual Report excluding the aforesaid particulars is being sent to all themembers of the Company and others entitled thereto . Any member interested in obtainingthese particulars will be provided with the same upon receipt to written request deliveredat the Registered Office of the Company.

Management Discussion andAnalysis:

The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as Annexure C'. Corporate Governance Report:

As required by Chapter IV read with Schedule V Part C of the SEBI(Listing Obligationsand Disclosure Requirements) Regulations2015Corporate Governance report form part ofthis Annual Report as Annexure D'

Auditors:

a) Statutory Auditors:

The Statutory Auditors M/s. Sangeet Kumar & Associates Chartered AccountantsMumbai (FRN: 001954N) were appointed in 5th Annual General Meeting to holdoffice from the conclusion of 5thAnnual General Meeting till the conclusion ofAnnual General Meeting to be held for the financial year ended 31st March 2022subject to ratification by the members at every Annual General Meeting. However Pursuantto notification issued by the Ministry of Corporate Affairs on 7th May 2018 notified theamendment in Section 139 of the Companies Act 2013 pursuant to Companies Amendment Act2017 and the rules made thereunder the mandatory requirement for ratification ofappointment of Statutory Auditors by the Members at every Annual General Meeting('AGM") has been omitted and hence the Company is not proposing an item onratification of appointment of Auditors at this AGM.

Further the Auditors have confirmed their eligibility limits as prescribed in theCompanies Act 2013 and that they are not disqualified for such appointment.

Explanations by the Board on qualification reservation or adverse mark or disclaimermade by the Auditors in their report:

There is no qualification or adverse remark or disclaimer made by the statutory auditorin his report on the financial statement of the Company for the financial year ended on 31stMarch 2019.

b) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Report of Secretarial Auditor forms part of theDirectors Report as Annexure B'.

No qualification /observation has been given by the Company Secretary in practice inhis Secretarial Audit Report for the Financial Year 2018-19.

Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:

Your Company has not issued any shares to the employees of the Company under theEmployee Stock Option Scheme Sweat Equity and with differential voting rights in theprevious financial year.

Extract of Annual Return:

In accordance with Section 134(3)(a)of the Companies Act2013an extract of the Annualreturn in the prescribed format Form MGT.9 is annexed herewith as Annexure A' tothe Board's report.

Number of Meetings of the Board:

During the financial year05(Five)Board Meetings were held the details of meetingsheld and attendance of each directors are given in the "Report on CorporateGovernance Annexure D" forming part of the Annual Report.

Director's Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended on 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures

b) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the profit and loss of the Company for the year ended on that date;

c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended on 31stMarch 2019 on a 'going concern' basis.

e) That Directors had laid down adequate financial controls and that the financialcontrols were adequate and were operating effectively.

f) That Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws all applicable secretarial standards were in place and wereadequate and operating effectively.

Policy on Director's appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration includingcriteria for determining qualificationspositive attributesindependence of a director andother matters under Sub-section(3) of Section 178 of the Companies Act2013adopted by theBoard and available at www.tarachandindia.in/policies

Particulars of loans guarantees or investments under Section 186:

During the financial year 2018-19 there are no such transactions transacted by theCompany and hence particulars of details of loans guarantee security or investmentscovered under Section186 of the Companies Act 2013are not required to be furnished.

Particulars of contracts or arrangements made with related parties:

During the Financial Year 2018-19 all Related Party Transactions entered with theRelated Parties were at arm's length and were in the ordinary course of the business.

Corporate Social Responsibility:

The Company has constituted a Corporate Social Responsibility (CSR) Committee andadopted CSR policy in accordance with Section 135 of the Companies Act 2013 details ofwhich are available on website of the Company respectively i.e.HREF="http://tarachandindia.in/committee/">http://tarachandindia.in/committee/andHREF="http://tarachandindia.in/policies/">http://tarachandindia.in/policies/. As per Section 135 and Schedule VII of the Companies Act'2013 for the financial year2018-2019the Company has contributed Rs.305000/-towards various CSR activities but dueto non-discovery of suitable activity has resulted in non-contribution of total amountapplicable under respective section for CSR purpose. Still we are of the view that in theupcoming year we have many other proposed projects like contribution to GaushalaIndustrial Training Institute etc. where the amount would be contributed so as to maximizethe societal benefits by the Company and are also permissible under Companies Act 2013.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report:

There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:

A. Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

The Company always strives to optimize energy conservation though it is engaged intoproviding the Integrated Logistics Services. The Company had implemented Energy EfficientLight Emitting Diode (‘LED') models for energy conservations at all its majorlocations.

2. The steps taken by the Company for utilizing alternate sources of energy:

The Company is continue to put in effort or reduce specific energy consumption. TheCompany is still evaluating other sources of energy.

3. Capital investment on energy conservation equipment's:

During the Financial Year the Company has not made any new investments in the energyconservation equipment's which is Capital in nature.

B. Technology Absorption:

• Efforts made towards technology absorption: The Company has on ongoing basisabsorbed the technology for its business services and major upgradation process wascarried out to improve the efficiency of the Company.

• Benefits derived as a result of the above efforts: Increasing efficiency of theCompany has resulted in maximum due care and without hampering services in any way.

• In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year): No new technology has been imported during the year.

• Expenditure Incurred on Research and Development: The Company being anintegrated logistics service provider there is no expenditure incurred on research anddevelopment during the year under review.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of IndividualDirectors Committees of the Board and the Board as a whole.

The parameters for the performance evaluation of the Board inter alia includescomposition of board frequency of holding of board meetings advice and suggestions tothe Company's management evaluation of strategic plan/policies of the Company etc.

The parameters for the performance evaluation of the Non-Independent Directors includesattendance expertise contribution of positive inputs into development of strategyparticipation in meetings comment on draft minutes etc.

The parameters for the performance evaluation of the Independent Directors includesattendance listing of views of others active participation in the meetings knowledge oflatest developments in applicable laws to the Company financial reporting comment ondraft minuets etc.

The parameters for the performance evaluation of the statutory committees includescomposition of committees terms of reference recommendations to the board etc.

The details of the evaluation process are set out in the Policy on Board Evaluation ofthe Company and the same is available at http://tarachandindia.in/policies/ .

Foreign exchange earnings and outgo:

There have been no Foreign exchange earnings and outgo during the financial year2018-19.

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented recommendedby the Audit Committee and approved by Board of Directors. In the opinion of the board thebelow given risks may threaten the existence of the Company;

External Risk Factors for the Company:

1. The demand for our services is largely dependent on the level of investments and theGovernment's spending on civil infrastructure projects in India.Any policy change oreconomic downturn or other factors adversely affecting investments in this sector mayadversely affect our business financial condition results of operations and prospects.

2. To ensure compliance with the requirements of the Companies Act2013 and SEBI (LODRRegulations 2015we may need to allocate additional resources which may increase ourregulatory compliance costs and divert management attention.

3. Terrorist attacks civil disturbances wars regional and communal conflictsnatural disasters fuel shortages and epidemics may have a material adverse effect on ourcompany's business and on the market for securities in India.

4. Political instability or a change in economic liberalization and deregulationpolicies could seriously harm business and economic conditions in India generally and ourbusiness in particular.

5. A slowdown in economic Growth in India could cause our business to suffer.

Internal Risk Factors:

1. Most of our branches including our registered office corporate office plant andwarehouses are located at Leased/ Rental premises .Our operations may be materially andadversely affected if we are unable to continue to utilize any of our properties.

2. The loss of or a significant decrease in revenues from one or more top ten clientsor primary markets may adversely affect our revenues results of operations and financialperformance.

3. Our business is substantially dependent on our key clients from whom we derivesignificant portion of our revenues . The loss of any significant clients may have amaterial and adverse effect on our business and results of operations.

4. Our business is dependent on the road network and our ability to utilize ourvehicles in an uninterrupted manner.

5. Increase in fuel price labour or other costs like tolls and taxes may affect ouroperations.

Cost Records:

During the financial year the Company is not required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. During the year there were no complaints filed against any of theemployees of the Company under this Act.

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistancesupport and co-operation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review.

On behalf of the Board of Directors Tara Chand Logistic Solutions Limited

SD/-

Vinay Kumar

Chairman & Managing Director DIN:00151567

Add: C/O: 342 Industrial Area Phase I Chandigarh - 160002

Date: 23rd July'2019

Place: Chandigarh