Chartered Logistics Ltd Directors Report.

To,

The Members,

Chartered Logistics Limited

The Board of Directors is pleased to presents the Companys Annual Report together with the audited financial statements (standalone) for the financial year ended 31st March 2021.

Financial summary or highlights/Performance of the Company (Standalone)

(In lakhs)

Particulars 31/03/2021 31/03/2020
Gross Income 13326.94 14490.64
Profit Before Interest and Depreciation 731.51 981.72
Interest & Finance Charges 663.21 662.75
Depreciation 307.17 309.38
Profit Before Tax -238.87 9.59
Less: Provision for Tax 0 0
Deferred Tax Credit 2.23 41.73
Add: MAT Credit entitlement 0 0
Profit/Loss After T ax -236.33 51.33
Other Comprehensive income 13.99 -0.18
Excess/Short Provision of earlier year 0 0
Net Profit -222.63 51.14

The Company has prepared the Financial Statements under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

1. Financial Performance during the year

During the financial year, 2020-21, as compared to the previous year during the year company, has reported a total income of Rs. 13326.94Lakhs as against a total income of Rs. 14490.64 lakhs in the previous year. The interest and financial expenses have been increased this year as compared to the previous year. Profit before tax (PBT) has been reported at Rs. -238.87 Lakhs in the current year as against Profit before tax (PBT) of Rs. 9.59 Lakh in the previous year. The net profit after tax for the current year 2020-21 is Rs. - 236.33 Lakhs as compared to Rs.51.33 Lakhs in the previousyear.

2. Material changes and commitments affecting the financial position of the Company after the end of the financial year till the date of this Report:

There have been no changes like business and operations of your company during the financial year under review.

The global Coronavirus has caused significant economic and social disruption worldwide. Given the nationwide lockdown announced by the Government of India, the business operations were temporarily disrupted. The company has resumed its operations in a phased manner as per the Government directives.

There is no other change like business during the year under review.

3. SUBSIDIARY, ASSOCIATES, AND JOINT VENTURE:

There is no subsidiary of the company as of 31st March 2021. The Company does not have any Associate or Joint Venture Companyas of 31st March 2021.

4. TRANSFERTORESERVES:

The Board of your company has decided not to transfer any amount to the General reserves for the financial year 2020-21.

5. DIVIDEND:

Your directors do not recommend any dividend for the year ended 2020-21. Further, during the year under review, no amount was transferred to General Reserve.

6. ISSUE OF SHARE CAPITAL

During the financial year under report, the company has neither made any issue of equity shares with differential voting rights, sweat equity shares or under employee stock option scheme nor it has made any provision of money for the purchase of its shares by employees or by trustees for the benefits of the employees.

7. OPERATIONS AND FUTURE OUTLOOK:

The Company will continue to focus and undertake Transport business. The COVID-19 pandemic continued its impact on the business of the Company with the second wave disrupting the operations in the fourth quarter. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business and it will take a few months for the economic activities to revive and gain momentum.

The Future outlook of the business is highly dynamic. As markets evolve and customer demands change, we need to constantly review and update our operation and products to meet the market need. We have an exciting future ahead. The actions are taken internally within the company and the improving macro-economic situation in the country, further buoyed by recent policy initiatives and the regulatory changes being pursued by the government, including the much-anticipated introduction of GST framework in this financial year, all point towards a great year in the new fiscal 2021-22. The future holds immense opportunities and we are fully geared, to deliver on our commitments to various stakeholders.

8. BUSINESS STRATEGY

We have introduced several strategic initiatives during the year to spur overall growth and productivity in the Company. The following are some of the broad areas covered by these initiatives:

•Cost optimization: A series of measures have been initiated to yield high levels of cost optimization. These include focusing on location Optimization, deploying people in the right jobs, and eliminating unnecessary costs.

•Enhancing sales productivity: We are focusing on reinvigorating our sales teams and enabling them with better systems, training, and processes. We have made all branches of the company online located at the various locations of the country. This helps us in getting the MIS Report daily from all branches which enables us to focus and improving the sales productivity of all branches thereby winning large revenue for the company.

•Improving Service effectiveness: Our delivery services have always been of a high order, and we want to re-focus on strengthening it further.

9. STOCK EXCHANGE

The companys shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 2021-22

10. FINANCE Fixed Deposits

The company has not accepted any fixed deposits, and as such, no amount of principal or interest was outstanding as of the Balance sheet date.

As of March 31, 2021, the Company has no outstanding long-term borrowing and is not categorized as a Large Corporate in terms of the SEBI Circular - SEBI/HO/DDHS/ CIR/P/2018/144 dated November 26, 2018. Necessary disclosures in this regard have been filed with the stock exchanges within prescribed timelines.

11. PARTICULARS OF LOANS, GUARANTEES & INVESTMENT

Loans, Guarantees & investment under Section 186 of Companies Act, 2013 form part of notes to the financial statement provided in this Annual Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of your company has formed a CSR committee in compliance with the requirements of Section 135 of the Act. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.

The company had formed CSR Policy as per the recommendation of the CSR committee. The Company chooses its CSR programs among many options in the CSR committee and board meetings and does not get persuaded by any external influences other than those shortlisted in the best spirit and which can add the social value in the pragmatic and idealistic sense.

For the Financial year 2020-21, the company is not required to comply with CSR norms as it applies to companies that have (a) net worth of more than 500 crores (b) turnover of more than 1000 crore (c) net profit of more than 5 crores. For the Financial Year 2020-21, the Company is not falling under Section 135(1) of the Companies Act, 2013 as the Net worth, Turnover, and Net Profits are less than the prescribed limit for the past three consecutive years and so the reporting under the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR is not applicable this year.

13. RISK MANAGEMENT:

During the year, the Audit Committee evaluated the Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring. The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

14. AUDIT COMMITTEE

The Company has an Audit Committee of the Board of Directors constituted following section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

15. INTERNAL FINANCIAL CONTROLSANDTHEIRADEQUACY:

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors, and the reviews performed by the Top Management Team and the Audit Committee, your directors believe that your Companys Internal Financial Controls were adequate and effective during the financial year 2020-21. Further, the statutory auditors of your company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act 2013) for the financial year ended March 31, 2021, which forms part of the Statutory Auditors report.

16. VIGIL MECHANISM / WHISTLEBLOWER POLICY:

The company, under section 177 of Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI

LODR, have established a vigil mechanism for Directors and Employees to report concerns about has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Director

As of the date of this report your company conforms with Section 149 of the Companies Act,2013 *and Regulation 17 of SEBI Listing regulations which stipulates that the Board should have the optimum combination of Executive and Non-Executive directors with at least 1 woman director and at least 50% of the board should consist of independent directors, as the Chairman of the board is an executive director.

As of March 31,2021, the board is comprised of 5 directors. Out of these, 1 is Managing Director,1 executive director,3 independent directors, and out of 3,1 is woman independent director.

Sr No. Name of Directors DIN Designation
1. Mr. Lalit Kumar Gandhi 00618427 Managing Director
2. Mr. Harsh Gandhi 03045752 Executive Director
3. Mr. Sandeep Shah 01850151 Independent Director
4. Mr. Hemaram Choudhary 08817929 Independent Director
5. Ms. Bhumika Rajput 07721299 Independent Director

* Hemaram Choudhary was appointed on 10th August 2020 whereas Mr. Ashok Kavdia ceased from 23rd July 2020.

Appointment of directors during the year:

During the financial year under review, the Board of the Company, on recommendations of the NRC, inter-alia, approved the following appointments on the Board of Directors of the Company, subject to the approval of Shareholders of the Company.

Mr. Hemaram Choudhary, Independent Director

The Board of Directors of the Company, based on the recommendation of the NRC, appointed Mr. Hemaram Choudhary as an Additional Independent Director, with effect from August 10, 2020. Mr. Hemaram Choudhary was regularized as independent Director in the 25th AGMi.e. 25-09-2020

Brief Profile:

Mr. Hemaram Choudhary has done PGDM in Supply Chain Management and is knowing the logistics sector and operations.

Resignation of Directors:

Mr. Ashok Kavdia, Independent Director stepped down from the board of the company with effect from the close of business hours on July 23, 2020 consequently he also ceased from all the committees of your company.

Directors Retiring by Rotation:

Given the provisions of the Companies Act, 2013, Mr. Harsh Gandhi (DIN: 03045752) is liable to retire by rotation at the ensuing Annual General Meeting and he offers himself for re-appointment.

Key Managerial Persons (KMP):

Ms. Khushi Bhatt has resigned from the post of Company Secretary w.e.f 12th February 2021. Ms. Sheetal Sharma was appointed as company secretary and compliance officer of the company w.e.f 28 June 2021.

As of the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

(g) Key Managerial Persons (KMP):

Sr No. Name of KMP DIN/PAN Designation
1. Mr. L alit Kumar Gandhi 00618427 Managing Director
2. Ms. Sheetal Sharma (w.e.f 28-06-2021) BBYPG9974P Company Secretary & Compliance officer
3. Ms. Mamta Patel BDXPP1203K Chief Financial Officer

18. Disclosure from Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company has received confirmation from all the existing Independent Directors of their registration on the Independent Directors Database maintained by the Institute of Corporate Affairs under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

19. Board Evaluation:

Under the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. In pursuance of the above, Independent Directors in their separate meeting held on 1 2th November 2020 have reviewed and evaluated the performance of the Board as a whole, and the Managing Director.

20. Nomination and Remuneration Policy:

The Board on the recommendation of the Nomination & Remuneration committee The Company follows a policy on remuneration of directors and senior management employees, The policy has been approved by the Nomination & Remuneration Committee and the Board of Directors. More details have been given in the Corporate Governance report.

21. Disclosures regarding Meeting

During the year Seven Board Meetings and the details of the composition of the Statutory Committees, their terms of reference, meetings held, and attendance of the Committee Members thereat during the financial year 2020-21 is provided in the section titled Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. RELATED PARTY TRANSACTIONS

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Approval of the Members of the Company is also obtained in case any related party transaction was not on an arms length basis and exceeds the prescribed limits. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is - set out as Annexure -2.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. Apart from receiving remuneration by executive directors, sitting fees by non-executive directors and professional fees paid to qualified professional directors none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

Your directors draw the attention of the members to Note 34 to the financial statement which sets out related party disclosure.

23. STATUTORY AUDITORSAND AUDITORS REPORT:

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions if any, of the Companies Act,2013 (the Act) and the Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and pursuant to recommendation of Audit Committee and the Board of Directors, M/S Prakash Tekwani & Associations, Chartered Accountants, (Firm Registration No. 120253W), who have offered themselves for appointment and have confirmed their eligibility to be appointed as the Statutory Auditors of the Company be and are hereby appointed as Statutory Auditors of the Company in place of retiring auditors, M/s. Vidya & Co, Chartered Accountants, (Firm Registration No.308022E), tenure expires at the ensuing Annual General Meeting at such remuneration to be decided mutually between the said Statutory Auditors and Board of Directors, in addition to reimbursement of out-of- pocket expenses incurred in connection with the audit of the accounts of the Company;

General Meeting at such remuneration to be decided mutually between the said Statutory Auditors and Board of Directors, in addition to reimbursement of out-of-pocket expenses incurred in connection with the audit of the accounts of the Company;

RESOLVED FURTHER THAT M/S Prakash Tekwani & Associations, Chartered Accountants, (Firm Registration No. 120253W), if appointed as the Statutory Auditors of the Company, shall hold office for five years, from the conclusion of this 26th Annual General Meeting till the conclusion of 31st Annual General Meeting of the Company subject to ratification of the appointment by the Members at every Annual General Meeting held after this Annual General Meeting."

Auditors Report

The Auditors have issued their report on the financial statements for the financial year ended March 31, 2021, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

The Auditors Report for the financial year 2020-21 is unmodified i.e., it does not contain any qualification(s), reservation(s), or adverse remark(s) and forms part of this Annual Report

Internal Auditors

Following the provisions of section 138 of the Companies Act, 2013 and rules framed thereunder, your company has re-appointed M/S AJT & ASSOCIATES. a firm of Practicing Chartered Accountants as the Internal Auditors of the Company in the Board meeting held on 28 June 2021 to conduct the internal audit of the functions and activities of the company for the financial year 2021-22.

24. SECRETARIAL AUDIT REPORT:

Under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Anamika Jajoo Practicing Company Secretary, Membership No. A20918, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31st March 2021 is set out as "Annexure -1" to this Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1,2017. The Company complies with the provisions of the same.

25. DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance, under regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

26. EXTRACT OF ANNUALRETURN:

The Annual Return of the Company as of March 31, 2021, is available on the Companys website and can be accessed at http://www.chartered.co.in/pdf/annualreport/mgt721.pdf

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 about conservation of energy and technology absorption and foreign exchange earnings and outgo, do not apply to the Company as the company is neither involved in any manufacturing, processing activities nor any of its transactions involve foreign exchange earnings and outgo. Particulars required to be Furnished by The Companies (Disclosure of Particulars in The Report of The Board of Directors )Rules,1988.

28. PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure about the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure-3" to this report.

The information required according to Section 197 read with Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding this information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013:

The Company has been employing women employees in various cadres. A policy of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has also been laid and circulated to every female employee of the Company to inform them about the redressal mechanism available to them in the cases of such harassment. Your directors state that during the year under review, there were no cases filed or complaints received from any employee according to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No. of Complaints received NIL
No. of Complaints disposed of NIL
30. DIRECTORS STATEMENT: RESPONSIBILITY

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2021 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Vidya & Co.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) In the preparation of the annual accounts, for the year ended 31st March 2021, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) The Directors have selected such accounting policies and applied them consistently and made the judgment and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company on 31st March 2021 and of the profits of the Company for the financial year ended 31st March 2021;

3) The proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts of the Company on a ‘going concern basis.

5) The Company has proper internal financial controls in place. However, the Company continues to develop better controls for implementation in the current financial year

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. Acknowledgements

The Board of your Company conveys its deep gratitude and appreciation to all the employees of the Company, for their tremendous efforts as well as their exemplary dedication and contribution to the Companys performance. We also acknowledge and appreciate the invaluable support and contribution of all our Business Associates who continue their loyal partnership with our Company in these trying times. The Directors would also like to thank its Shareholders, Customers, Vendors, Business Partners, Bankers, Government and all other Business Associates for their continued support to the Company and the Management.

We also thank the Government of India, particularly the Ministry of Corporate Affairs, the Income Tax Department, and other government agencies for their support, and look forward to their continued support in the future.

Place: Ahmedabad For and on behalf of the Board of Directors
Date: 27-08-2021
LalitKumar Gandhi Harsh Kumar Gandhi
(Managing Director) (Wholetime Director)
DIN: 006184277 DIN: 03045752