corporate courier & cargo ltd share price Directors report


The Directors have pleasure to present at the 36th Annual Report on the business and operations of theCompany for the year ended on 31st March 2022.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs
Particulars Year ended 31/03/2022 Year ended 31/03/2021
Gross Income 111.42 122.443
Profit/(Loss) Before Interest and Depreciation (5.07) 1.168
Finance Charges - -
Net Profit (5.07) 1.168
Provision for Depreciation - -
Net Profit Before Tax (5.07) 1.168
Provision for Tax Deferred Tax Current Tax Income Tax of Earlier Years 0 0.07 0.31 -25.914
Net Profit After Tax (5.14) 26.812
Other Comprehensive Income * -
Total Comprehensive Income after Tax (5.14) 26.812

2. MANAGEMENT ANALYSIS AND DISCUSSIONS:

Discussion on financial performance with respect to operational performance

During the year, your Company earned total revenues of Rs. 111.42 lakhs compared with Rs.122.44 lakhs during the previous year, reflecting a stability and consistency over the previous year. The Loss for the year was Rs. 5.14 lakhs. The Company has no borrowing save as from Directors as may be required from Time to time for which there is no Interest Cost and finance cost as also no depreciation cost.

3. PERFORMANCE REVIEW & FUTURE OUTLOOK:

a) Due to the global Pandemic of Corona Virus, the Infra Business is facing headwinds in the current year.

The Company is exposed to variety of risks such as credit risk, economy risk, interest rate risk, liquidity risk and cash management risk, among others. The Company has Enterprise Risk Management Framework which involves risk identification, risk assessment and risk mitigation planning for the Company. The Companys objectives and expectations may be forward lookingwithin the meaning of applicable laws and regulations.

STRENGTHS:

The strong expertise and experience in logistics business gives your company huge opportunity to grow in logistics business.

QUALITY:

The Company is being headed by expert and professionals. Your company is in process and planning for Growth and execution for substantial new highs.

OUTLOOK:

After a difficult fight back from pandemic of COVID 19, the Company has maintained the volumes by stepping up in Q2 for logistics business. The infra business is also like to resume operations from Q3 of current year.

OPPORTUNITIES AND THREATS:

OPPORTUNITIES:

The expertise team with great experience in its business offers immense opportunities in the logistics business.

THREATS:

The threats are in relation to the economic slow-down, liquidity issues and any adverse government policies. However, since Courier and Cargo industry is one of the employment generators factor, the government policies are expected to be conducive and supportive.

RISKS AND CONCERNS:

The recent liquidity crunch and economic down turn are the risks and concerns being faced by the industry.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate systems for Internal Financial Control Systems. Due to Covid 19 crises the Company does not have adequate amount of business operations and transactions, considering the above fact the Company has appointed Managing Director himself as Internal Auditors following the rules of Companies act 2013. Further the Company is in process to appoint the Independent Internal Auditor in due course.

4. DIVIDEND:

In view of the loss incurred for the year, and with a view to conserve resources, the Directors regret their inability to recommend any dividend for the year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND AS PER THE PROVISIONS OF SEC.125 (2^ OF THE COMPANIES ACT. 2013

The requirement of transfer of unclaimed dividend to Investor Education and Protection Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does not apply to the Company, for the year ended on March 31, 2022, since the Company has not declared and paid dividend last year.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

7. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report, there was no change in the nature of business of the Company.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:

There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and companys operations in future. There was no change in the nature of business of the Company.

• During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. DETAILSOF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary companies, associate companies and joint ventures.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS MADE BY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Auditors Report

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2022 does not contain any qualifications, reservations or adverse remarks. However the auditor has given below mentioned observation in his report:

Our opinion is not modified in respect of this matter Emphasis of Matter

a) We draw attention to Note No 6 of the Audit Report wherein the Company has accounted for the Goods and Service Tax (GST) Liability amounting to Rs. 42,09,537/- for the years upto 31st March 2022 without obtaining GST Registration. Consequently it has not discharged the said liability. The resultant impact of the same along with interest , late fees, penalty (if any), on the statement of profit and loss, retained earnings and the related disclosures forming part of their financial statement could not be ascertained.

b) We draw your attention to note no 8 wherein advance amounting to Rs. 64,50,455/- has been given to a party for which no confirmation has been obtained. In the absence of confirmation we are unable to verify the recoverability of the same However the management is confident about its readability. Further in the absence of appropriate audit evidence on its recoverability we are unable to comment on carrying value at the year end and its resultant impact on the statement of profit and loss, retained earnings and the related disclosures forming part of their financial statement.

c) Also we draw attention to the fact that the company has defaulted in complying with the provisions of section 138(1) of the Companies Act, 2013 which require the Company to appoint an Internal Auditor.

Our opinion is not modified in respect of this matter.

Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, Mr. Khushal Bajaj, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2021-2022. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit Report of Secretarial Auditors for the F.Y. 2021-2022 in Form MR-3 is annexed to this report as Annexure-II.

10. BOARD OF DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION:

During the year, the Board has carried out an annual evaluation of its own performance & performance of the Directors.

Your Company has constituted Nomination and Remuneration Committee, which as per the provisions of Companies Act, 2013 has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation inter alia include degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Management. Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The procedure followed for the performance evaluation of the Board, Committees and Director is detailed in the Directors Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Mr. Ritesh Patel, (Din no.: 00700189) retires by rotation and being eligible, has offered himself for reappointment The Board recommends the resolutions for your approval for the above appointments.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Ritesh Patel, Managing Director, Mr. Akash Patel, Chief Financial Officer and Ms. Ruchita Jais, Company Secretary and Compliance Officer of the Company.

12. MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES:

Your company has not paid any managerial remuneration during the period under review, therefore no Disclosures in the Board Report as required under Rule 5(2) of Companies (Appointment & Remuneration) Rules, 2014 is provided and further your Company also has not employed any person at a remuneration in excess of the limit set out in the said Rules.

13. NOMINATION REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Nomination remuneration and compensation committee policy (NRC Committee).

The NRC Committee of the Company shall be formed by the Board of Directors of the Company out of its Board members. The NRC Committee shall consist of minimum three non-executive directors out of which two shall be independent directors. The chairperson of the company may be appointed as a member of the NRC Committee but shall not chair the NRC Committee. The Chairman of the NRC Committee shall be an independent director. No member of the NRC Committee shall have a relationship that may interfere with his independence from management and the Company or with the exercise of his duties as a NRC committee member. The NRC Committee may invite such of the executives of the Company, as it considers appropriate (and particularly the Managing Director) to be present at the meetings of the NRC committee, but on occasions it may also meet without the presence of any executives of the company. The Company Secretary shall act as the secretary to the NRC Committee.

The Nomination Remuneration Committee is chaired by Ms. Vaishali Wadhe. The Committee comprises of Mr. Ashok Padmane, Non-Executive, Independent Director, Ms. Vaishali Wadhe, Non-Executive, Independent Director and Mr. Sanjay Bhide, Non-Executive, Independent Director, composition of the committee constituted and details of the meetings attended by the Directors are given below:

The Company has not issued any Stock options to the Directors. Independent Directors of the Company have disclosed that they do not hold any Equity Shares of the Company. There has been no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company during the year under review.

Note:

14. POLICY ON REMUNERATION FOR MANAGING DIRECTOR (MP)/EXECUTIVE DIRECTORS fEDT / KEY MANAGERIAL PERSONNEL fKMPW REST OF THE EMPLOYEES:

No Director of the Company draws remuneration from the Company.

During the year under review, the company had no employees.

15. CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTORS:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Companies Act, 2013.

Independence:

In accordance with the above criteria, a Director will be considered as an Independent Directors he/she meet with the criteria for Independent Director as laid down in the Act.

Qualifications:

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes:

In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

16. REMUNERATION FOR INDEPENDENT DIRECTORS AND NON- INDEPENDENT NON EXECUTIVE DIRECTORS:

i. Independent Directors (IDA and non-independent non-executive Directors (NED) may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members, and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee (NRC) and approved by the Board.

ii. Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company; taking into consideration the challenges faced by the Company and its future growth imperatives. Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/ Companys operations and the Companys capacity to pay the remuneration and be consistent with recognized best practices.

iii. The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. The NRC will recommend to the Board the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and Committee Meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

iv. The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.

17. BOARD AND COMMITTEE MEETINGS:

Seven Board Meetings were convened and held during the year i.e. on 30 June, 2021, 14 August, 2021, 28 August, 2021, 23 November, 2021, 13 December, 2021, 14 February, 2022, 07 March, 2022.

The Board has constituted an Audit Committee as well as Stakeholders Relationship Committee with Mr. Ashok Padmane as the Chairman of the committees and Mr. Akash Patel, Ms. Vaishali Wadhe and Mr. San jay Bhide as the members of both the committees. There have not been any instances when recommendations of the Audit Committee were not accepted by the Board.

The intervening gap between the Meetings was within the period prescribed under the Act.

18. AUDITORS:

(1) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Pawan Puri & Associates, Chartered Accountants, (ICAI Firm Registration No. 005950N) had been appointed as the statutory auditors of the Company, for a term of five consecutive years, at the AGM held in the year 2027. Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations.

19. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In accordance with Regulation 15 of the SEBI (LODR) Regulations, 2015 various corporate governance requirements does not apply to the Company. Therefore, no separate section on Managements Discussion and Analysis, Corporate governance is annexed.

20. HUMAN RESOURCE MANAGEMENT (MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT. INCLUDING NUMBER OF PEOPLE EMPLOYED!:

Employee Retention is a key focus area. The Company has initiated various measures to enhance the retention of employees during the year which includes, employee engagement surveys, transparent Performance Management System, and connect to maintain employee- friendly culture in the organization.

21. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company.

22. DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY:

The following documents have been placed on the website in compliance with the Act

• Financial statements of the Company along with relevant documents as per third proviso to Section 136(1).

• Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per Schedule IV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Nomination and Remuneration Policy

• Materiality Policy under Regulation 30 of SEBI (LODR) Regulations, 2015

23. RELATIONSNIP BETWEEN DIRECTORS INTER-SE:

The Directors Mr. Akash Patel and Mr. Ritesh Patel are brothers in relationship are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Other than these, none of the Directors are related.

24. SHARE CAPITAL:

Rs. 71763500 divided into 71,52,700 Equity shares of Rs. 10 each (fully paid-up) and 47,300 equity shares of Rs.10 each, (partly paid-up-Rs.5 each) as on 31st March, 2022 which is same as at the previous year end.

25. SHARES:

a. Buyback of Securities: The Company has not bought back any of the securities during the year under review.

b. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

c. Employee Stock Option Plan: The Company has not provided any stock options to the employees.

26. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE RFOIIIRFMFNTS OF CHAPTFR V OF THF COMPANIFS ACT.2Q13:

Your Company has not accepted any fixed deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Conservation of Energy and Technology Absorption:

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rules thereunder.

Foreign exchange earnings and outgo:

Sr. Particulars No. Amt
1 Foreign Exchange earned in terms of actual inflows during the year Nil
2 Foreign Exchange out go in terms of actual outflows during the year Nil

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is committed to improve quality of lives of people in the community its serves through long term stakeholder value creation, with special focus on skills development. The Company does not have to mandatorily constitute a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. Tfie company fully understands its role in society and is committed for sustainable & inclusive growth of people & the environment around its business.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 at the end of the financial of the profit and loss account of the company for that period.

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.

The Directors have prepared the annual accounts on a going concern basis.

The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls; are adequate and were operating effectively and The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. DECLARATION ON INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

31. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL

HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint of sexual harassment during the financial year 2021-2022.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy, 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. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

33. LISTING ON STOCK EXCHANGES:

The Equity Shares of your Company are listed only with BSE Limited.

34. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT UNDER SECTION 186:

Details of Loans, Guarantees or Investment under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

RFFFRRFH TO IN SIIR-SFCTTON Ml OF SFCTION 1?? OF THF COMPANIFS ACT.2013:

The contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business and are immaterial in nature. The particulars of every contract or arrangements entered in to by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain amis length transactions under third proviso thereto have been disclosed in Form No. AOC-2 as Annexure-III.

36. THE EXTRACT OF ANNUAL RETURN:

The annual return of the Company as on the financial year ended on March 31, 2022 in terms of Section 92 and Section 134 of the Act read with rules made thereunder is available on the website of the Company at https://www.corporate-couriers.com/

37. INTERNAL CONTROLS SYSTEMS AND ADEQUACY:

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

38. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multisite operations, over the period of time will become embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic.

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

39. POLICY FOR PROHIBITION OF INSIDER TRADING:

Vide notification No.EBI/LAD-NRO/GN/2018/59 Securities and Exchange Board of India (SEBI) has notified SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Company has accordingly amended its Prohibition of Insider Trading Code and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Code also provides for pre-clearance of transactions by designated persons, whenever required.

40. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its bankers and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board

For Corporate Courier and Cargo Ltd

Ritesh Patel Akash Patel
Managing Director Director
Din: 00700189 Din: 06839168
Place: Mumbai
Date: August 29, 2022
Reaistered Office
19, Parsi Panchayat
Road Andheri (East),
Mumbai-400069.