The Directors of your Company with immense pleasure presenting the 20thAnnual Report together with the Audited Standalone and Consolidated Financial Statementsand the Auditors' Report of your Company for the Financial Y ear ended on 31stMarch 2020. The summarized financial performance for the year ended 31stMarch 2020 is as follows:
| || |
|Particulars ||Current Year (2019-20) ||Previous Year (2018-19) ||Current Year (2019-20) ||Previous Year (2018-19) |
|Net Sales / Income from operations ||30147.70 ||33036.34 ||30147.70 ||33036.34 |
|Other Income ||170.18 ||35.86 ||170.18 ||35.86 |
|Total Expenditure ||31529.58 ||32022.90 ||31533.62 ||32025.51 |
|Finance costs ||394.58 ||266.39 ||394.58 ||266.39 |
|Depreciation ||98.28 ||113.55 ||98.28 ||113.56 |
|Profit before taxation ||-1211.70 ||1049.30 ||-1215.74 ||1046.69 |
|Net Profit/Loss ||-1248.54 ||669.44 ||-1252.58 ||666.76 |
During the current Financial Year the Company has achieved a turnover of Rs.30147.70Lacs as against the turnover of Rs 33036.34 Lacs in the previous year. The Net loss ofthe company Rs. (1248.54 Lacs) in the current year as against Rs.669.44 Lacs in theprevious Year.
DIVIDEND & BONUS
Your Directors has not recommended any dividend for the financial year 2019-20.
Details stated in the financial part of the Annual Report.
CHANGE IN NATURE OF BUSINESS IF ANY
During the Financial Year under review there was no change in the business of theCompany or in the nature of business carried by the Company.
The Company has not accepted any Fixed Deposits during the year under review.
STOCK EXCHANGE & LISTING FEES
The Company's Equity Shares at present are listed at BSE Ltd. Mumbai. It may be notedthat there are no payments outstanding to the Stock Exchange by way of listing fees etc.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
As on date the Board of Directors of the Company comprises two executive and four non-executive directors out of which three are independent directors in accordance with theterms of the SEBI (LODR) Regulations 2015 and the Companies Act 2013. They havesubmitted a declaration that each of them meets the criteria of independence as providedin Section 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as independent director during the year.
The details pertaining to the Composition of Audit Committee is included in theCorporate Governance report which forms part of this Report.
NOMINATION AND REMUNERATION COMMITTEE
The Details Pertaining to the Composition of Nomination and Remuneration Committee isincluded in the corporate governance report which forms part of this Report.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Details Pertaining to the Composition of Stakeholder Relationship Committee isincluded in the corporate governance report which forms part of this Report.
M/ s Amit & Nitin Chartered Accountants are the Internal Auditors of the Companyand they have submitted the Internal Auditors Report as per the requirement of the Act.M/s Amit & Nitin Chartered Accountants were already appointed for the purpose ofInternal Audit for the Financial Year 2020-21& 2021-22
Mr. Manoj Kumar Jain of AMJ & Associates Practicing Company Secretaries is theSecretarial Auditor of the Company and they have submitted the Secretarial Auditor Report(in Annexure-V) as per the requirement of the Act. M/s AMJ & Associates were alreadyappointed for the purpose of conducting Secretarial Audit for the Financial year 2020-21& 2021-22
AUDITOR REPORT & SECRETARIAL AUDIT REPORT
The observations of the auditors made in their report are self-explanatory andtherefore in the opinion of your Directors do not call for further comments which formsa part of this annual report.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and
the Board is also of the opinion that the Independent Directors fulfil all theconditions specified in the Companies Act 2013 making them eligible to act as IndependentDirectors.
PARTICULARS OF EMPLOYEES
There is no employee during the year under review whose particulars are required to begiven pursuant to Section 197 of the Companies Act 2013 read with the Rule 5 Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and any otherapplicable section if any Except Mr. Harpreet Singh Malhotra Managing Director of theCompany who draw a salary of Rs. 1.44 Cr. for the year ended 2019-20. Mr. Harpreet SinghMalhotra (aged 48) is having experience of more than 20 years and associated with ourcompany as a promoter from the year 2000.
In terms of Section 136 of the Companies Act 2013 the Report and Accounts are beingsent to all shareholders of the Company excluding the aforesaid information. Anyshareholders interested in obtaining such particulars may write to the Company Secretaryat the Registered Office of the Company before the seven days of Annual General Meeting.
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 Company. The Company has also adopted the concept of TradingWindow Closure to prevent its Directors Officers designated employees and otheremployees from trading in the securities of the Company at the time when there isunpublished price sensitive information. The Board has appointed Mr. Vishal Saurav GuptaCompany Secretary as the Compliance Officer under the Code.
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. Kindly refer the point mentionedin the report of corporate governance which forms an integral part of this annual report.
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 had made investment of 100% in the equity of Tiger Logistics Pte. Ltd(Singapore) in the Financial Year 2016-17 however the business operations of the companyis yet to get commenced. A statement containing salient features of the financialstatements of the Company's subsidiary in Form AOC-1 is attached as Annexure III. It isalso proposed to pass the closure of Tiger logistics Pte Limited after clearance of assetsand liabilities(planned board meeting to discuss the closure will be held on 26.08.2020)please refer outcome of the board meeting to know the status.
The Company has a vigil mechanism in place named as Whistle Blower Policy to reportconcerns to the management about unethical behaviour actual or suspected fraud orviolation of the Codes of conduct. The details of the Whistle Blower Policy are explainedin the Corporate Governance Report and also posted on the website of the Company.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT 9 has been published on the websitewww.tigerlogistics.in.
SECRETRIAL STANDARDS ISSUED BY THE COMPANY SECRETRAIES OF INDIA (ICSI)
The Directors state that applicable Secretarial Standards have been followed during thefinancial year 2019-20.
During the year under review the Informerics Valuation and Rating Private Limited videits letter dated February 17 2020 has assigned the ratings to your Company for Long term& short term Bank Facilities is (IVR BBB/ Stable Outlook ( IVR Triple B with Stableoutlook) & IVR A3+(IVR A Three Plus).
RELATED PARTY TRANSACTIONS
None of the transactions with the related parties falls under the scope of section 188(1) of the Act. All contracts/ arrangements/ transaction entered by the Company during thefinancial year with related parties in the ordinary course of business and on arm's lengthprice basis. During the year the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.
Information on transactions with related parties pursuant to section 134 (3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report.
RISK MANAGEMENT POLICY
The Board of Directors has put in place a Risk Management policy for the Company whichincludes industry risks quality risks project risks and financial/ interest rate /liquidity risks and the structure infrastructure processes awareness and riskassessment / minimization procedures. The elements of the risk which in severe form canthreaten Company's existence have been identified by the Board of Directors to mitigatethe same.
HEADCOUNT-HUMAN RESOURCE DEVELOPMENT.
The total number head count as on 31st March 2020 was 273 as against 371 ason 31st March 2020.
During the Financial Year 2019-20 four board meetings were convened and held rest ofthe details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period stipulated under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (3) (C) read with Section 134 (5) of the Companies Act 2013the Directors hereby confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;
b) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit and loss ofthe Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
d) that the Annual Accounts for the year ended 31st March 2020.
e) have been prepared on a going concern basis.
f) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
g) that the directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 Companies (Accounts) Rules 2014 in respect of conservation ofenergy and technology absorption have furnished considering the nature of activitiesundertaken by the company during the year under review (Report Annexure I isannexed herewith).
REPORT ON CORPORATE GOVERNANCE
As per Listing Regulations and Agreement with the Stock Exchanges a detailed report oncorporate governance practices followed by the Company together with the certificate fromthe Practicing Company Secretary confirming compliance forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiative undertaken by the company on CSR activities during the year are set outin the Annexure II of this report in the format prescribed in the companies (Corporatesocial Responsibility policy) Rules 2014. For other details regarding the CSR Committeeplease refer to Corporate Governance Report which forms part of this report. Theinformation on the Corporate Social Responsibility as per Section 135 of the CompaniesAct 2013 is given in the Corporate Governance Report which forms an integral part of theannual report.
POLICY TO PREVENT SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. Asrequired under the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (Act) your Company has constituted an InternalComplaints Committee. No complaints were received by the committee during the year underreview. Since the number of complaints filed during the year was NIL the Committeeprepared a NIL complaints report.
PARTICULARS OF LOANS AND GURANTEES AND INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
MATERIAL DISCLOSURES UNDER THE COMPANIES ACT 2013
These material changes and commitments which affects the financial position of theCompany occurred between the end of financial year of the Company and date of this reportare given below:
Material Impact of Covid Pandemic On Tiger Logistics (India) Limited (as disclosed toBSE).
|A ||Impact of the CoVID-19 pandemic on the business; ||As we all are aware that CoVID -19 has impacted almost every business sector logistics sector is also not spared. Tiger Logistics majorly handles export consignments and so have been impacted. However Tiger Logistics has continued to handle the cargos for commodities and food items during lockdown. The Management strongly believe that due to the campaign of Atmanirbhar Bharat the exports will shoot up again and so will be the business of Tiger Logistics. The situation is improving and we foresee normal operations in this segment too by the end of December quarter |
|B ||Ability to maintain operations including the office spaces functioning and closed down; ||The Company has taken mindful decision to balance the uninterrupted operations and ensuring a safe working environment. To ensure this only critical staff has been asked to report to work at their respective locations from where export cargo was to be handled. The Company has also made necessary arrangements to ensure that these staff maintain social distancing and are safe & comfortable at work. The rest of the staff has been asked to work from home thereby ensuring seamless operations reporting and controls. |
|C ||Schedule if any for restarting the operations; ||The Company's operations are partially functional (around 15-20%) and rest will depend upon our Clients opening their factories for their export orders. |
|D ||Steps taken to ensure smooth functioning of operations; ||The Company has started to follow the below with the strict monitoring process. ? Thermal Screening of all employees and visitors ? Sanitizing the premises and vehicles on regular basis ? Maintenance of social distancing at all work places ? Enforcing wearing of masks and regular cleaning of hands with sanitizers installed at various places in Office. ? Regular update of the health of all the employees. Any slight indication of health problem employees have been asked to leave office and quarantine for a week at least ? All employees have been compulsorily asked to download AarogyaSetu App and monitor. |
|E ||Estimation of the future impact of CoVID-19 on operations; ||Due to lock down and subsequent restrictions on movement the entire logistics industry is facing financial distress. There will be a major impact of Covid on our turnover and profitability and as a result we may face financial distress in coming months. However we have been pushing hard to get our due payments from our clients. However there could be cases where our clients also not been able to pay us due to their financial distress and we may have to write off the debt. |
|F ||Details of impact of CoVID-19 on listed entity's - || |
| ||Capital and financial resources; ||We are running our operations partially and have adequate capital for business but yes due to pandemic working capital cycle is getting stretched day by day. |
| ||Profitability; ||In view of lock down the profitability during 1st quarter (April to June) is likely to be adversely impacted. As the business situation is very dynamic the company is closely monitoring it. Though we do hope the business situation should normalize during 3 rd or 4th quarter. |
| ||Liquidity position; ||The company is facing liquidity crunch due to Covid. Due to lock down and subsequent restrictions on movement the entire logistics industry is facing a financial distress. |
| ||The Government of India has announced several financial measures to boost up the economy however it may take some time to improve the economic environment and liquidity issues among the companies like us. Moreover one of our Bankers is quite conservative in resolving the liquidity issues and not passing the benefit of rate cuts announced by RBI. Also they have been asking for more collateral in case to continue with them. The position of liquidity is poor in this phase of pandemic hopefully it will revive in Q3 or Q4. || |
| ||Ability to service debt and other financing arrangements ||We have not obtained moratorium period as provided by RBI. The Company has never in the past defaulted on any interest or loan payment and does not see any issue meeting future obligations too. |
| ||Assets; ||None of the assets of the Company have been impacted or impaired by the CoVID-19. |
| ||Internal financial reporting and control; ||The Company has robust system in place and all its locations are well networked. Even during the lockdown with a combination of critical staff working from respective locations and all others working from home all reporting systems worked seamlessly without any disruption. |
| ||Supply chain; ||Explained. |
| ||Demand for its products/services; ||There is temporary reduction in demand of our services due to lock down. We are operating around 15-20% of our turnover as compared to previous year quarter. We expect to normalize our operations in 3rd quarter or 4th quarter. |
|G ||Existing Contracts/ agreements where nonfulfilment of the obligations by any party will have significant impact on the listed entity's business; ||It is un-impacted. |
Apart from above with effect from 01st April 2020 Mr. Praneet Kohli hasgiven consent to be appointed as the chairman of stakeholder relationship committeehowever no meeting has been called yet due to COVID pandemic.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review no significant and material orders have been passed byany Regulators or Courts or Tribunals.
ANNEXURES FORMING A PART OF DIRECTOR'S REPORT
The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report:
|Annexure ||Particulars |
|I ||Particulars of Conservation of Energy Technology Absorption and Foreign Exchange and Outgo |
|II ||Report on Corporate Social Responsibility |
|III ||FORM-AOC-1 |
|IV ||Secretarial Audit Report |
The Board placed on record its appreciation for the valuable support and cooperation ofthe principals distributors dealers customers who have shown their interest andconfidence in our service. The Board also placed on record its appreciation for valuablesupport and co-operation of suppliers shareholders banks management team and the entirework force for their commitment and look forward to their continued support in future.
| ||By order of the Board |
| ||For Tiger Logistics (India) Limited |
| ||Sd/- |
| ||Harpreet Singh Malhotra |
|Place: New Delhi ||Chairman cum Managing Director |
|Date: 26.08.2020 ||DIN:00147977 |
| ||Address: D-174 Ground Floor Okhla |
| ||Industrial Area Phase-1 New Delhi -110020. |