To,
The Members,
Your Directors present the Twenty Eighth Annual Report and Audited Accounts of the
Company alongwith the Report of the Business and operations of your Company ("the
Company or CLL") for the financial year ended March 31, 2023.
FINANCIAL RESULTS:
Particulars |
Amount (Rs. in Lakhs) Year ended on |
|
31-03-2023 |
31-03-2022 |
(1) Total Income |
8487.40 |
12889.48 |
(2) Profit/(Loss)before Interest, Depreciation & Taxation |
588.15 |
762.30 |
| Less : Interest |
(396.72) |
(464.88) |
(3) Profit/(Loss) before Depreciation and Taxation |
191.43 |
297.42 |
| Less : Depreciation |
(236.34) |
(270.41) |
(4) Profit/(Loss) before Tax for the year |
(44.91) |
27.01 |
| Less : Provision for Taxation : |
|
|
| (a) Income Tax |
Nil |
Nil |
| Add (b) Deferred Tax |
38.78 |
27.69 |
| (c) Excess Provision of earlier years (Net) |
21.86 |
Nil |
| Sub-total |
(60.64) |
(27.69) |
(5) Profit/(loss) after Tax for the year |
15.73 |
54.71 |
Other Comprehensive Income |
1.24 |
4.25 |
(6) Net profit/(loss) after Tax for the year |
16.97 |
58.96 |
(7) Earnings per Share (EPS) of Rs. 10/- each |
0.02 |
0.06 |
1. FINANCIAL AND OPERATIONAL PERFORMANCE DURING THE YEAR
During the year under review, the revenue from operations and other income of the
Company were lower to Rs. 8487.40 Lakhs compared to Rs. 12889.48 Lakhs of the previous
year. The company has incurred loss of Rs.44.91lakhs (P.Y. Profit Rs. 27.01 Lakhs) and
profit after tax & OCI of Rs.16.97 Lakhs (P.Y. profit Rs. 58.96 Lakhs). The EPS on
financial statements for the year ended March 31, 2023isRs. 0.02(P.Y. Rs. (0.06) 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.
3. DIVIDEND:
The Board of Directors of your company do not recommend any Dividend for the financial
year 2022-23. 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 2022-2023.
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.
7. SUBSIDIARIES:
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.
8. LISTING:
The Companys Securities are listed on BSE Limited at Mumbai.The Company has paid the
listing fees for F.Y. 2023-24 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, 2023 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.
10. INSURANCE:
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,
2023, 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, 2023 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:
In accordance with the provisions of Section 152 of the Act and the Articles of
Association of the Company, Mr. Harsh Lalitkumar Gandhi (DIN:03045752) shall retire at the
forthcoming Annual General Meeting of the Company and being eligible, offers himself for
re-appointment.
Appointment of Directors and KMP:
There is no change in the composition of the Board of Directors and Key Managerial
Personnel of the Company during the year under review.
Resignation of Directors and KMP:
There is no change in the composition of the Board of Directors and Key Managerial
Personnel of the Company during the year under review.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
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, 2023 were: Mr. Lalit Kumar Gandhi, Managing Director, Mrs.
Mamata Shailesh Patel as CFO of the company and Ms. Apexa Ajaykumar Panchal as Company
Secretary. There is no Change in MD and CFO of the Company at present howeverMs. Apexa
Panchal has resigned from the position of Company Secretary w.e.f. 24th April,
2023. Ms. Hirvita Shah has been appointed as Company Secretary and Compliance Officer as
on 29th May, 2023.
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 evaluation results, which reflected the overall engagement of the Board and its
Committees with the Company.
18. MEETINGS OF THE BOARD AND COMMITTEES:
During the Financial year 2022-23, 5 (Five) 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 2023 and the date of the signing of the
directors report i.e. August 12, 2023.
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 2023.
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. AUDITORS:
Statutory Auditors
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 2022-2023 form a part of this Annual Report and
neithercontains any qualification, reservation nor adverse remark.
Secretarial Auditors
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 F-12143, C P No 16535) as Secretarial Auditor of the Company for the FY
2022-23. A Secretarial Audit Report for FY 2022-23 in Form MR -3 is annexed herewith this
report herewith as "Annexure IV" to this Report.
There is following observation by Secretarial Auditor in his report against which the
Directors have clarified as follows;.
The Companys website had been crashed and till the date of report the Company does not
have working website.
The Company has informed the stock exchange about the non working of website of the
Company which was due to technical issue and got resolved in due course.
Cost Auditor:
The requirement of appointment of Cost Auditor and cost audit is not applicable for the
financial year 2021-22 pursuant to the provisions of Section 148 of the Companies Act,
2013.
Internal Auditor:
The Board of Directors has appointed M/S H.A.Jain& 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 2022-2023. 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, 2023, 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.
32. POLICIES:
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)
37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
The Company has neither made any application nor any proceedings pending under The
Insolvency and Bankruptcy Code, 2016 during the year under review. Therefore, there are no
details required to be disclosed, as the said clause is not applicable as on year ended
31st March, 2023.
38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The Company has not availed any one time settlement facility, during the year under
review, therefore providing of details with respect to difference in the amount of
valuation done at the time of one time Settlement and the Valuation done while taking loan
from the Banks or Financial Institutions does not arise.
39. ACKNOWLEDGMENTS:
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 12,2023 |
Chartered Logistics Limited |
Place : Ahmedabad |
|
|
|
Lalit Kumar Gandhi |
Harsh Lalitkumar Gandhi |
|
Managing Director |
Whole Time Director |
|
(DIN: 00618427) |
(DIN: 03045752) |
+91-9892691696
