Your Directors present the Twenty Seventh Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2022.
|Amount (Rs. in Lakhs)|
|Sr. No. Particulars||Year ended on|
|(1) Total Income||12889.48||13326.94|
|Profit/(Loss)before Interest, Depreciation &|
|Less : Interest||(464.88)||(663.21)|
|(3) Profit/(Loss) before Depreciation and Taxation||491.89||68.32|
|Less : Depreciation||(270.41)||(307.17)|
|(4) Profit/(Loss) before Tax for the year||27.01||(238.85)|
|Less : Provision for Taxation :|
|(a) Income Tax||Nil||Nil|
|Add (b) Deferred Tax||27.69||2.23|
|(c) Excess Provision of earlier years (Net)||Nil||Nil|
|(5) Profit/(loss) after Tax for the year||54.71||(236.62)|
|Other Comprehensive Income||4.25||13.99|
|(6) Net profit/(loss) after Tax for the year||58.95||(222.63)|
|(7) Earnings per Share (EPS) of Rs. 10/- each||0.06||(0.22)|
1. FINANCIAL AND OPERATIONAL PERFORMANCE DURING THE YEAR
Your Companys operational and financial performance has improved slightly. During the year under review, the revenue from operations and other income of the Company were lower to Rs. 12889.48 Lakhs compared to Rs. 13326.94 Lakhs of the previous year. The company incurred profit of Rs.27.01 lakhs (P.Y. Loss Rs. 238.85 Lakhs) and profit after tax & OCI of Rs.58.95 Lakhs (P.Y. Loss Rs. 222.63 Lakhs). The EPS on financial statements for the year ended March 31, 2022 is Rs. 0.06 (P.Y. Rs. (0.22) on basic/diluted basis.
Inspite of the tough market conditions, and increased prices of the diesel throughout the year, company has achieved the position during the year.
2. NATURE OF BUSINESS:
There have been no changes in the nature of business and operations of your company during the financial year under review.
The Board of Directors of your company do not recommend any Dividend for the year 2021-2022. Further, during the year under review, no amount was transferred to General Reserves.
4. TRANSFER TO RESERVES:
The Board of your company has decided not to transfer any amount to the General reserves for the financial year 2021-2022.
5. CAPITAL STRUCTURE/ ISSUE OF SHARE CAPITAL:
During the year, there was no change in the Capital structure i.e. Authorised, Issued and Paid Up Equity Share Capital of the Company. The Company is having only one class of shares.
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 purchase of its own shares by employees or by trustees for the benefits of the employees.
6. EMPLOYEE STOCK OPTION SCHEME
The company has not issued any Employee Stock Option Plans. As such no Employee Stock Option Schemes have been framed.
The Company has no Subsidiaries / Associates or Joint venture companies during the period under review. As such the requirement for submission of report on the performance and the financial position of the Subsidiary/ Associate/ Joint venture companies is not applicable to the Company.
The Companys Securities are listed on BSE Limited at Mumbai.The Company has paid the listing fees for F.Y. 2022-23 on the paid up equity share capital.
9. CREDIT RATING:
Your Company is not having credit rating for the year under review.
As on March 31, 2022 the Company is not categorised 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.
All the properties of the Company have been adequately insured.
11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of section 124 of the Companies Act, 2013 and rules made thereunder, during the year under the review, equity shares whose dividend had remained unclaimed / unpaid for a consecutive period of seven years were transferred to IEPF is not applicable.
12. PUBLICATION OF FINANCIAL STATEMENTS AND RESULTS:
The audited financial statements of the Company and all other documents required to be attached thereto are available on the Companys website: www.chartered.co.in. The Company publishes its unaudited standalone financial results which are subjected to limited review report on quarterly basis.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
There was no employee drawing an annual salary of Rs. 102.00 lakhs or more where employed for full year or monthly salary of Rs. 8.50 Lakhs or more where employed for part of the year and therefore, information pursuant to the provisions of Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.
Disclosure with respect to remuneration of the Directors and employees as required under Section 197 of the Act, and the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure I" to this Report.
14. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5)of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors hereby confirm:
a) that in the preparation of the financial statements for the year ended March 31, 2022, the applicable Indian Accounting Standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same;
b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for that period;
c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a Going Concern basis;
e) that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) that 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.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Lalit Kumar Gandhi (DIN: 00618427) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
Appointment of Directors:
During the financial year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee, appointed Mr. Dipesh F. Gundesha (DIN: 0938079) as an Additional Independent Director, w.e.f. 12th November, 2021 to held office as an Additional Director upto the date of Extra- Ordinary General Meeting i.e. held on 15th December, 2021 and thereafter with an approval of members, to hold office as Independent Directors for the period of Five years w.e.f. 12th November, 2021 to 11th November, 2026 and not liable to retire by rotation
During the financial year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee, appointed Ms. Priyanka Kishorbhai Gola (DIN: 09384530) as an Additional Independent Director, w.e.f. 12th November, 2021 to held office as an Additional Director upto the date of Extra- Ordinary General Meeting i.e. held on 15th December, 2021 and thereafter with an approval of members, to hold office as Independent Directors for the period of Five years w.e.f. 12th November, 2021 to 11th November, 2026 and not liable to retire by rotation.
Resignation of Directors:
Ms. Bhumika Rajput (DIN: 07721299), Independent Director of the Company resigned from the post of Directorship and various Committee Membership/Chairmanship of the Company w.e.f. the closure of working hours of 30th October, 2021.
Mr. Hemaram Choudhary (DIN: 08817929), Independent Director of the Company resigned from the post of Directorship and various Committee Membership/Chairmanship of the Company w.e.f. the closure of working hours of 30th October, 2021.
Further Ms. Sheetal Akash Sharma (M.No. ACS-49272), being the Company Secretary of the Company was appointed as on 28th June, 2021, resigned from the post of the Company Secretary of the Company w.e.f. 30th November, 2021. Ms. Apexa Ajaykumar Panchal (M. No. ACS-35725) has been appointed as the Company Secretary of the Company w.e.f. 24th March, 2022.
There is no change in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review, except stated above.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of SEBI (LODR) Regulations, 2015.There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the Independent Directors (non-executive) of the Company had no pecuniary relationships or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Mr. Lalit Kumar Gandhi, Managing Director, Mrs. Mamata Shailesh Patel as CFO of the company and Ms. Apexa Ajaykumar Panchal as Company Secretary.
16. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:
Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations,2015 the Board of Directors had approved and adopted the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate of non-disqualification of Directors from the Practicing Company Secretary forms the Part of this report as "Annexure II".
17. BOARD EVALUATION:
In accordance with the provision of regulations 17(10) of the SEBI (Listing obligations and Disclosure Requirements), 2015 and schedule iv of the Companies Act, 2013, evaluation of performance of Independent Directors by the Non-Independent Directors and review of the performance of Non-Independent Directors and the Board as a whole by the Independent Directors was made during the financial year under report. The Directors were satisfied with the
18. MEETINGS OF THE BOARD AND COMMITTEES:
During the Financial year 2021-2022, 8 (Eight) meetings of the Board of Directors took place. The details of which are given in the Report on Corporate Governance that forms the part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of meetings of all the Committees of the Board have been given in the Report on Corporate Governance.
19. CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the provisions of ‘revised SS-1---Secretarial Standards on meetings of the Board of Directors which has come into effect from October 01, 2017 and also SS-
2--- Secretarial Standard on General Meetings during the year.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT
There are no material changes and commitments, except abovementioned, affecting the financial position of the Company which have been occurred between the end of the financial year i.e. 31st March 2022 and the date of the signing of the directors report i.e. August 10, 2022.
21. PARTICULARS OF LOANS, GUARANTEES & INVESTMENT:
Loans, Guarantees & investment under Section 186 of Companies Act, 2013 form part of notes to financial statement provided in this Annual Report.
22. FIXED DEPOSITS:
The Company has not accepted any fixed deposits, and as such no amount of principal or interest was outstanding as on the Balance Sheet date.
23. CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:
All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arms length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
Your Directors have on the recommendation of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The transactions were in ordinary course of business and on arms length basis, details of which are provided in Section 134(3)(h) of the Act, are disclosed in Form AOC-2 which forms part of Annual report as "Annexure III". The same are also given in the Standalone financial statement of the company for the year ended 31st March 2022. Apart from the above, the company has not entered into any transactions with any person or entity belonging to the promoter group which holds 10% or more shareholding in the company.
There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the company. Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the financial statements, you may refer to related party transactions in the note of the standalone financial statements.
24 evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
The shareholders had at the Twenty Sixth AGM of the Company appointed Prakash Tekwani & Associations, Chartered Accountants, (Firm Registration No. 120253W), as Statutory Auditors of the Company to hold office from the conclusion of the Twenty Sixth AGM till the conclusion of the Thirty First AGM. They have under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM had been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.
The Auditors Report for FY 2021-2022 form a part of this Annual Report and neither contains any qualification, reservation nor adverse remark.
Pursuant to Section 204 of The Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s Yash Mehta & Associates, Company Secretary in Practice, Ahmedabad (M No A-45267, C P No 16535) as Secretarial Auditor of the Company for the FY 2021-22. A Secretarial Audit Report for FY 2021-22 in Form MR -3 is annexed herewith this report herewith as "Annexure IV" to this Report.
The said report does contain qualification regarding delay in compliance of filing the Corporate Governance Report and Annual Secretarial Compliance Report as per Regulation 24A for the Quarter ended March 2021 due to non-appointment of the whole time Company Secretary & Compliance Officer during the said period. Except that the said report does not contain any qualification, reservation or adverse remark.
The requirement of appointment of Cost Auditor and cost audit is not applicable for the financial year 2021-2022 pursuant to the provisions of Section 148 of the Companies Act, 2013.
The Board of Directors has appointed M/S AJT & Associates Ahmedabad, as an Internal Auditor of the Company. The Internal Auditor directly report to audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
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 Top Management team and the Audit Committee, your Directors are of the opinion that your Companys Internal Financial Controls were adequate and effective during the financial year 2021-2022. Further the statutory auditors of your company has 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, 2022, which forms part to the Statutory Auditors report.
Details of Fraud Reporting By Auditor:
During the year, no fraud was reported by the statutory auditors under section 143(12) of the Act.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is given as separate section in this Annual Report
27. CORPORATE GOVERNANCE REPORT:
Your Company has been observing the best corporate governance practices and benchmarking itself against each such practice on an ongoing basis. The company is committed to transparency in all its dealings and places high emphasis on business ethics. A separate section on Corporate Governance and a Certificate from the Practicing Company Secretary of the Company regarding compliance of the conditions of Corporate Governance as per Regulation 34(3) read with schedule V of the SEBI (LODR) Regulations, 2015 forms part of this Annual Report.
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
As required under Companies Act, 2013 and SEBI (LODR) Regulations, the Company has put in place Vigil Mechanism/ Whistle Blower Policy for Directors and Employees so that the Directors can report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct Policy. The cases registered under Whistle Blower Policy of the Company, if any, are reported to and are subject to the review of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.chartered.co.in)
29. INSIDER TRADING REGULATIONS:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading & code for corporate disclosures are in force. The Company has adopted Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors & designated persons of the company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
The board is responsible for implementation of the code.
30. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report, as required under Regulation 34(2)(g) of SEBI (LODR) Regulations, 2015 is not applicable to the Company.
31. CORPORATE SOCIAL RESPONSIBILITY REPORT:
The companys net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. The key policies that have been adopted by us as follows:
i. Document Retention & Archival Policy ii. Material Event Policy iii. Whistle bowler and vigil mechanism policy iv. Code Of Practices And Procedures Of Fair Disclosure Of UPSI v. Related party transactions policy vi. Code of Conduct for Directors and Senior Management vii. Nomination and remuneration Policy
33. RISK MANAGEMENT POLICY:
The Company follows well-established and detailed risk assessment and minimization procedures, which is periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company firmly believes in providing a safe, supportive and friendly environment- a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. The Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.
The Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; the Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.
During the year there was no complaint of sexual harassment lodged with the Company.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUT GO:
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 pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo, are not applicable 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.
36. ANNUAL RETURN:
The Annual Return in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 uploaded on the website of the Company i.e. (www.chartered.co.in)
Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The Directors also wish to thank the Government authorities, financial institutions, banks and shareholders for their cooperation and assistance extended to the company.
For and on behalf of the Board of Directors,
|Date : August 29, 2022||
Chartered Logistics Limited
|Place : Ahmedabad|
|Lalit Kumar Gandhi||Harsh Lalitkumar Gandhi|
|Managing Director||Whole Time Director|
|(DIN: 00618427)||(DIN: 03045752)|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS