east west holdin Directors report

Your Directors have pleasure in presenting the 42nd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2023.

FINANCIAL PERFORMANCE:

The Standalone and Consolidated Financial Highlights for the year ended 31st March, 2023:

(Amount in Rs. Lakhs)

 

REVIEW OF PERFORMANCE:

Standalone:

The Revenue from operations for FY 2022-2023 has increased to Rs. 1658.67/- lakhs as compared to Rs. 1,354.40/- lakhs in the previous year. However the Company has incurred loss of Rs. 67.77/-lakhs as compared to profit of Rs. 8.55/- lakhs in the previous year due to increase in expenses.

Consolidated:

The Revenue from operations for FY 2022-2023 has increased to Rs. 25000.07/- lakhs as compared to Rs. 22,970.61/- lakhs in the previous year. However the Company has incurred loss of Rs. 107.27/-lakhs as compared to profit of Rs. 283.29/- lakhs in the previous year due to increase in expenses.

DIVIDEND:

The Directors do not recommend dividend for the financial year 2022-2023.

TRANSFER TO RESERVES:

During the financial year, there was no amount proposed to be transferred to the Reserves.

MAJOR EVENTS OCCURED DURING THE YEAR:

• Changes in the Nature of Business, if any

During the year under review the Company continued to provide total logistics services to its customers and there was no change in the nature of business or operations of the Company which impacted the financial position of the Company

• Material Changes and Commitments Affecting Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

SCHEME OF AMALGAMATION

• The Board of Directors of the Company with the view to Simplify group and business structure and achieve operational synergies had considered and approved in the meeting held on 22nd July, 2022, the Scheme of Amalgamation of Zip Express & Logistics Private Limited (8the First Transferor Company9) which is the wholly owned subsidiary of East West Freight Carriers Limited (the Second Transferor Company) which is the wholly owned subsidiary of East West Holdings Limited (8the Transferee Company9) subject to the approval of the Honble National Company Law Tribunal [NCLT], Mumbai Bench Mumbai, Stock Exchange where the shares of the company are listed and other relevant regulatory authorities.

• The said Scheme of Amalgamation will Reduced operational costs due to combined efforts, eliminating duplication of administrative work, communications / coordination efforts across the group entities, multiplicity of legal and regulatory compliances thereby ensuring optimum utilization of available resources and integrated management focus which will enable structured, sharper and better management focusing on holistic growth of the businesses. The aforesaid synergistic benefits accruing from the consolidation would ultimately contribute to the future business and profitability of the merged entity.

• As on the date of this Board Report the Scheme of Amalgamation as stated above is at final stage of its approval and it will be approved in due course.

ACQUISITIONS AND INVESTMENTS:

• Acquisitions Of Unique Airfreight Express And Logistics Private Limited:

The Company in its previous Board Report for FY 21-22 has informed that the it had entered into Share Purchase Agreement (SPA) on 5th July, 2022 with Unique Airfreight Express And Logistics Private Limited for acquiring 100% stake in Unique Airfreight Express And Logistics Private Limited in one and more Tranches. As on the date of the report the Company has acquired 75% stake in the Company and the balance will be acquired in due course.

SHARE CAPITAL:

During the year under review, there was no change in the Authorized, but there was change in Issued, Subscribed and Paid-up Share Capital of the Company as under:

• The Authorized Share Capital of the Company is Rs. 27,00,00,000/- divided into 13,50,00,000 Equity Shares of Rs.2/- (Rupees Two only) each."

• The Issued, Subscribed and Paid-up Share Capital increased from Rs. 24,61,77,672/- crores divided into 12,30,88,836 Equity Shares of face value of Rs.2/- each fully to Rs. 25,06,53,562/- divided into 12,53,26,781 Equity Shares of face value of Rs.2/- each fully paid on account of conversion of 22,37,945 warrants into Equity Shares as on 31st March, 2023.

• During the year under review there was issue and allotment of 48,51,781 Equity Shares of Rs.2/- each fully paid, on account of conversion of 48,51,781 warrants into Equity Shares to the Promoter group.

Changes in the equity share capital from 1st April, 2023 to date of this report:

The holders of Warrants (Promoter) exercised his right of conversion of Warrants into Equity Shares and accordingly 22,48,219 Equity Shares of Rs. 2/- each were allotted to Mr. Shafi Mohammad in the Board Meetings held on 26/07/2023. Consequent on allotment of 22,48,219 Equity Shares of Rs. 2/- each there was change in the Issued, Subscribed and Paid-up Share Capital from Rs. 25,06,53,562/- divided into 12,53,26,781 Equity Shares of face value of Rs.2/- each fully paid to Rs. 25,51,50,000/- divided into 12,75,75,000 Equity Shares of face value of Rs.2/- each fully paid.

The Company has not issued any Equity Share with differential rights, sweat equity shares during the year under review.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF:

The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act, 2013 requires dividends that are not encased/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF).

During the year under consideration, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

MANAGEMENT: EMPLOYEES:

Key Managerial Personnel

As on 31st March, 2022, the following persons have been designated as Key Managerial Personnel (<KMP=) of the Company pursuant to the provisions of Sections 2(51) and

203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Ajaz Shafi Mohammed, Managing Director& CEO;
2. Mr. Huzefa Wapani, Chief Financial Officer (<CFO=);
3. Mr. Fulchand Kanojia, Company Secretary (<CS=).

Changes in KMP during the financial year:

During the year under review there was no change in the Key Managerial Personnel (<KMP=) of the Company.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of The Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of the Directors report and is enclosed as Annexure I.

Appointment and Reappointments

During the year under review there was no appointment or re-appointment.

BOARD & COMMITTEES

As on 31st March, 2023, the Board of the Company consisted of Six Directors comprising of a Three Executive Directors and Three Non-Executive Independent Directors, of whom one is Women Independent Director.

Appointments, Reappointments and Cessation of Directors

Based on the recommendation of the Nomination & Remuneration Committee and in accordance with provisions of the Act and the Listing Regulations;

• During the year under review there was no appointment of Director however after the close of Financial Year following appointment was made.

- Appointment of Ms. Suman Jhawar (DIN- 10233890) as Additional Director in the category of Non3 Executive Independent Director of the Company in the Board Meeting held on 12/07/2023 and approved by the Members vide special resolution passed through Postal Ballot on 19/10/2023.

• During the year under review there was no reappointment of Director however after the close of Financial Year following reappointment was made.

• Re-appointment of Mr. Ajaz Shafi Mohammed (DIN:00176360) as Managing Director and Chief Executive Officer (CEO) of the Company

Pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ajaz Shafi Mohammed (DIN:00176360) was reappointed as Managing Director and Chief Executive Officer (CEO) of the Company for period of 5 years and approved by the Members vide ordinary resolution passed through Postal Ballot on 20/05/2023.

• Reappointment of Mr. Shafi Mohammad (DIN: 00198984) as Chairman and Executive Director of the Company for period of 5 years.

Pursuant to Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Shafi Mohammad (DIN: 00198984) was reappointed as Executive Director of the Company for period of 5 years and approved by the Members vide ordinary resolution passed through Postal Ballot on 20/05/2023.

• Reappointment of Mr. Mohammad Saoodul Hasan (DIN- 08144468) as Non-Executive Independent Director of the Company for a second Tenure of 5 years.

Pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (8the Act9) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014, Mr. Mohammad Saoodul Hasan (DIN- 08144468) was reappointed as as Non-Executive Independent Director of the Company for a second Tenure of 5 years by the Members vide Special resolution passed through Postal Ballot on 20/05/2023.

• During the year under review there was 2 Resignation and 1 resignation after the close of the Financial Year as given below:

• Ms. Minaxiben Dilipbhai Khetani (DIN: 08034257) ceased to be Independent Director of the Company with effect from 14th December, 2022 upon completion of her tenure.

• Ms. Mussarrat Asif Purkait (DIN: 02047144) resigned as Executive Director of the Company with effect from 14th December, 2022, due to increase in professional commitments and pre-occupation.

• Mr. Bhushan Vishwanath Adhatrao (DIN: 06577945) resigned as Independent Director of the Company with effect from 26th July, 2023 due to increase in professional commitments and shifting of residence from Mumbai to Pune.

RECONSTITUION OF COMMITTEES

The Board of Directors of the Company at its meeting held on 16/12/2022 and 03/08/2023 have re- constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee due to the appointment, reappointment, cessation and resignation as mentioned above and the details of the same is provided in the corporate governance report forming part of this report.

Committee Position

The details of the composition of the Committees, meeting held, attendance of Committee Members at such meetings and other relevant details are provided in the 8Corporate Governance Report9.

Director Retiring by Rotation

Mr. Shafi Mohammad (DIN: 00198984) – Executive Director

In terms of Section 152 of the Act, Mr. Shafi Mohammad (DIN: 00198984) 3 Executive Director retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment at the ensuing 42nd AGM scheduled to be held on 12/12/2023. Mr. Shafi Mohammad 3 Executive Director has consented to and is not disqualified from being re-appointed as Executive Director in terms of Section 164 of the Act read with applicable rules made thereunder. He is not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. He is related to Mr. Ajaz Shafi Mohammed and not any KMPs of the Company.

Brief profile and other disclosures and details required as per the Act and the SEBI Listing Regulations are given in the additional information section of the AGM Notice.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Eleven (11) meetings of the Board of Directors of the Company were held during the year. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board from time to time. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Detailed information is given in the Corporate Governance Report.

Declaration from Independent Directors

The Company has received from all Independent Directors declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of independence as required under Section 149(7) of the Companies Act, 2013.

POLICY ON DIRECTORS9 APPOINTMENT AND REMUNERATION:

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 including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013.

The said policy alternatively can also be accessed on the website of the Company at the following link:http://ewhl.in/doc/policy/Nomination%20and%20remuneration.pdf.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual performance of the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated based on the framework that has been designed in compliance with the requirements of the Act and the SEBI Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by SEBI.

DIRECTOR8S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 3 (c) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures.
2. that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year and of the profit or loss of the Company for the year review.
3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,
4. The Directors had prepared the accounts for the financial year ended 31st March, 2023 on a going concern basis.
5. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:

As on 31st March, 2023 following are the Subsidiaries/Associates/Joint ventures of the Company:

• East West Freight Carriers Limited is the wholly owned subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Company9s Wholly-owned Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as Annexure II.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company9s website at the link http://www.ewhl.in/doc/policy/material.pdf

DEPOSITS:

During the year under review, Your Company has neither accepted/ invited any deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 nor did any deposits remain unpaid or unclaimed during the year under review.

LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements and are provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm9s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. None of the transactions/contracts/arrangements with related parties fall under the scope of Section 188(1) of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year ended March 31, 2023 and hence does not form part of this report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board from time to time is available on the Company9s website at the link: https://ewhl.in/investor-relations-2/.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts )Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is enclosed herewith as Annexure3 III.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has established a vigil mechanism for Directors and employees and the same has been communicated to the Directors and employees of the Company. The Policy aims to provide an avenue for Employees and Directors to raise their concerns about unethical behaviour, actual or suspected fraud or violation of the company9s code of conduct and it also empowers the Audit Committee of the Board of Directors to investigate the concerns raised by the employees.

The Whistle Blower Policy is hosted on the Company9s website http://www.ewhl.in/investor.html.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There were no material changes and commitments, which affected the financial position of the company between the end of the financial year to which the financial statements relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company9s operations in future.

AUDITORS:

Statutory Auditors

M/s. Mittal & Associates, Chartered Accountants (Firm Reg. No. 106456W) were appointed as the Statutory Auditor of the Company in the AGM held on Thursday, 30th September, 2021 in for a period of 5 years.

The Report given by the Auditors M/s. Mittal & Associates, Chartered Accountants on the financial statements of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed CS Naveen Karn of M/s. Naveen Karn & Co Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report for the year 2022-2023issued by him in the prescribed form MR-3 is attached to this Report.

The Secretarial Audit Report issued by M/s. Naveen Karn & Co. Practicing Company Secretary contains remarks for which the Board has provided explanation as under:-

1. Delay in submission of Statement of Deviation(s) or Variations(s) for the quarter ended June 2022, September, 2022, December, 2022 and March, 2023.

Explanation by the Board:

There was delay in finalization funds utilization data and accordingly there was delay in filing Statement of Deviation(s) or Variations(s).

2. Delay in submission of Statement of Related party transactions for the half year ended 31st March, 2022.

Explanation by the Board:

Due to unavoidable circumstance there was delay in and submission of Statement of Related party transactions for the half year ended 31st March, 2022.

3. Company has not sent annual report to the shareholders within prescribed time
4. Company lias not filed Annual Report to B SE within prescribed time

Explanation by the Board:

With respect to point no. 3? 4 there was delay in preparation of Aiuiual Report as there delay in obtaining data from the Finance team and accordingly there was delay in sending aiuiual report to the shareholders and delay in filing Aiuiual Report to BSE.

5. Non-compliance with the requirements pertaining to the composition of the Board.

Explanation by the Board:

Searching, interviewing and Appointing Independent Director on the Board is tedious process and accordingly there was some delay in appointing the director within the prescribed time .

Secretarial Audit has also been carried out for our wholly owned subsidiary, East West Freight Carriers Limited, as required under the SEB I (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.

INTERNAL AUDITOR

Pursuant to Section 138 of the Act & rules made thereunder Ms. Meenakslii Jain of M/s. Meenakslii Maiiisli Jain & Associates is re-appointed as the lntenial Auditor of the Company.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

In tenns of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20.15, (SEBI Listing Regulations) the Management discussion and Analysis is set out & forms part of the Aiuiual Report.

INTERNAL CONTROL SYSTEM:

The Company lias in place well defined and adequate internal controls comrrtensurate with the size of the Company and sarrte were operating throughout the year. Pursuant to the provisions of Section 138 of the Companies Act, 20.13, the Board of Directors of the Company reappointed M/s. R(eenakslii Maiiisli Jain & Associates Chartered accountants as Internal Auditor of the Company for the F.Y. 2022-2023.The audit committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

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

Your Company lias always believed in providing a safe and harassment free workplace for every individual working in the Companys premises tlirougli various interventions and practices. The Company always endeavours to create and provide an enviroiunent tliat is free from discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour.

During the year ended March 31, 2023, there was Nil complaints recorded pertaining to sexual harassment.

ANNUAL RETURN

The Aiuiual Return of the Company for the financial year ended 3lst March, 2022 prepared in compliance with Section 92(3) of the Act and Rules framed thereunder in prescribed Fonn No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: littp://www.ewlil.iifinvestor.litinl.

CORPORATE GOVERNANCE:

A separate section on the Corporate Governance together with requisite certificate obtained from the Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 34 read along with Schedule V of the Listing Regulations, forms part of the Aiuiual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 20.15 (Ind

AS9), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there is no application made/proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS

The applicable Secretarial Standards have been duly followed by the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media and the employees of the Company.