Mahindra Logistics Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present their Twelfth Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended 31 March 2019.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(र in crores)

Particulars For the year ended 31 March 2019 For the year ended 31 March 2018
Income
Revenue from Operations 3,665.51 3,220.11
Other Income 7.27 4.73
Total Income 3,672.78 3,224.84
Expenses
Employee Benefit Expenses 250.59 219.04
Operating Expenses 3,219.99 2,835.32
Other Expenses 57.03 59.92
Depreciation and Amortization 14.69 12.85
Expenses
Finance Costs 0.16 0.31
Total Expenses 3,542.46 3,127.44
Profit before Tax 130.32 97.40
Provision for Tax 45.88 35.21
Profit after Tax 84.44 62.19
Other comprehensive income
Re-measurements of the defined benefit plans – Gains/(Losses) 0.10 (0.16)
Income tax relating to items that will not be reclassified to profit or loss (0.03) 0.05
Total other comprehensive income 0.07 (0.11)
Total comprehensive income 84.51 62.08
Balance of Profit from earlier years 247.77 185.69
Dividend Paid (12.86) 0.00
Balance carried forward to 319.42 247.77
Reserves
Net worth 498.84 418.90

There have been no changes in the nature of business and operations of your Company during the year under review.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2018-19 till the date of this report.

Performance Review

Standalone Performance

Your Company recorded revenue from operations of र 3,665.51 crores for the year under review as against र 3,220.11 crores in the previous year, registering a growth of 13.83%. The total comprehensive income for the financial year 2018-19 amounted to र 84.51 crores (after accounting of deferred tax income of र 4.70 crores) as compared to र 62.08 crores in the previous year (after accounting of deferred tax income of र 1.53 crores), registering an increase of 36.13%.

Segment Performance

During the year under review, your Company recorded its highest ever revenues across all its segments.

Supply Chain Management ("SCM")

The SCM segment revenues grew by 13.90% year-on-year and stood at र 3,280.04 crores for the financial year 2018-19.

People Transport Solutions ("PTS")

The PTS segment of your Company reported a revenue growth of 13.22% year-on-year at र 385.47 crores for the financial year 2018-19 as compared to र 340.47 crores for the previous year.

Consolidated Performance

A detailed analysis of the Company’s performance, consolidated and standalone, is included in the Management Discussion and Analysis section, which forms part of this Annual Report.

Dividend for FY 2018-19

Your Directors are pleased to recommend a final dividend of र 1.80 per equity share of the face value of र 10/- each (being 18% on face value) for the financial year 2018-19, payable to those Members whose names appear in the Register of Members and list of beneficial owners as on Wednesday, 24 July 2019.

The Register of Members and Share Transfer books of the Company will remain closed from Thursday, 25 July 2019 to Thursday, 1 August 2019 (both days inclusive) for the purpose of payment of the said final dividend.

The equity dividend outgo for the financial year 2018-19, if declared, inclusive of tax would result in cash outflow of र 15.50 crores (as against र 12.86 crores for the financial year 2017-18).

The Dividend payout recommended is in accordance with the Dividend Distribution Policy of the Company.

Unpaid and Unclaimed Dividend of the financial year 2017-18

During the financial year 2018-19, your Company paid a final dividend of र 1.50 per equity share of the face value of र 10/- each (15% on face value) for financial year 2017-18 declared at the 11th Annual General Meeting ("AGM") of the Company held on 2 August 2018, from which an amount of र 32,883/- is lying unpaid and unclaimed as on 31 March 2019. The last day for claiming the said unpaid and unclaimed dividend is 5 September 2025.

A Shareholder-wise statement of the unpaid and unclaimed dividend is uploaded on the Company’s website and can be accessed from the weblink: http://www.mahindralogistics.com/ investor/shareholder-information There is no unpaid and unclaimed Dividend of earlier years which has been transferred during the financial year 2018-19 or is due to be transferred to the Investor Education and Protection Fund ("IEPF") during the financial year 2019-20 in terms of the applicable provisions of the Companies Act, 2013 ("the Act") read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time to time. Further no shares on which dividend has not been paid or claimed for seven consecutive years or more has been transferred or is due to be transferred to IEPF during the financial year 2019-20 in terms of the applicable provisions of the Act read with the IEPF Rules, as amended from time to time. Your Company has not paid any Interim Dividend during the year under review.

Transfer to reserves

The Board of your Company has decided not to transfer any amount to the General Reserves for the financial year 2018-19.

Dividend Distribution Policy

The Company’s Dividend Distribution Policy prepared and adopted in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), is attached as Annexure I and forms part of this Annual Report. The Dividend Distribution Policy is also placed on the Company’s website and can be accessed from the weblink: https://www.mahindralogistics.com/media//pdf files/ DIVIDEND-DISTRIBUTION-POLICY.pdf

B. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated revenue from operations for the year under review was र 3,851.34 crores as compared to र 3,416.12 crores in the previous year, registering a growth of 12.74%. The consolidated EBITDA for the year under review stood at र 158.87 crores, recording an increase of 26.48% over the previous year of र 125.61 crores. The consolidated PAT grew by 32.76%, from र 65.27 crores for the previous financial year to र 86.65 crores for the financial year 2018-19.

The Non-Mahindra Group consolidated supply chain revenue grew by 8.80% to र 1,368,38 crores for the financial year 2018 -19 in comparison to र 1,257.69 crores for the previous year. The Consolidated Financial Statements of the Company, its subsidiaries and joint venture company, prepared in accordance with the Act, the Listing Regulations and applicable Indian Accounting Standards along with all relevant documents and the Auditors Report thereon, form part of this Annual Report.

The Consolidated Financial Statements are also available on the Company’s website and can be accessed at the weblink: http://www.mahindralogistics.com/investor/financial-information

In accordance with Section 136 of the Act and Regulation 46 of the Listing Regulations, separate Audited Financial Statements in respect of each of the Company’s subsidiaries are uploaded and available on the Company’s website at weblink: http://www.mahindralogistics.com/investor/financial-information and copies of the same shall be provided to the Shareholders of the Company on receipt of request thereof.

Subsidiaries, Joint Venture and Associate Company Subsidiary Companies

Our subsidiary companies primarily deal in the business of transportation and freight forwarding and continue to contribute to the overall growth of the Company.

As on date of this report, the Company has two Indian unlisted subsidiaries viz. Lords Freight (India) Private Limited and 2x2 Logistics Private Limited. During the year under review, there were no additions/deletions in the number of subsidiaries of the Company.

Highlights of performance of the Company’s subsidiary companies for the financial year 2018-19 is given hereunder:

I. Lords Freight (India) Private Limited ("Lords")

Lords provides international freight forwarding services for exports and imports, customs brokerage operations, project cargo services and charters. During financial year 2018-19, Lords recorded a gross income of र 174.38 crores as against र 177.78 crores in the previous year.

With an objective of consolidating the Company’s shareholding in Lords, the Board of your Company approved purchase of upto 23.75% additional stake from the shareholders of Lords. To this end, your Company has completed purchase of additional stake of 22.92%, thereby increasing its stake in Lords from 60.00% to 82.92% as on 31 March 2019.

II. 2x2 Logistics Private Limited ("2x2")

2x2 specialises in offering automotive outbound logistics solutions to four-wheeler and two-wheeler industries. During financial year 2018-19, 2x2 recorded gross income of र 59.24 crores for the year under review as against gross income of र 52.69 crores in the previous year, registering a growth of 12.43%. The Net Profit after Tax increased by 76.39% and stood at र 1.27 crores for the year under review as against र 0.72 crores for the previous year. The Company holds 55% stake in the said subsidiary.

Joint Venture

Transtech Logistics Private Limited ("Transtech")

With a view to bring operational efficiencies in the Supply Chain Management Function of the Company and to offer technology solutions to our customers and business partners, your Company announced the acquisition of a strategic stake in Transtech, which provides Transport Management Solution (TMS) to Third Party Logistics Companies ("3PLs"), Shippers and Transporters on a ‘Software as a Service’ model (SaaS) under the brand name "ShipX".

During the year under review as part of the Company’s larger end-to-end digitization plan, your Company acquired 39.79% stake in the share capital of Transtech, thus making Transtech a joint venture company within the meaning of Section 2(6) of the Act.

A report on the highlights of the performance and financial position of each of the Company’s subsidiaries and joint venture company is included in the Consolidated Financial Statements and the salient features of their Financial Statements and their contribution to overall performance of the Company as required under Section 129(3) of the Act read with the rules framed thereunder, is provided in Form AOC-1 and forms part of this Annual Report.

Associate Company

As on 31 March 2019 and the date of this report, the Company has no associate companies.

Policy on Material Subsidiaries

During the year under review, the Board of your Company revised its Policy for determining Material Subsidiaries effective

1 April 2019 in line with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 ("Amended Listing Regulations"). The revised Policy as approved by the Board is uploaded on the Company’s website and can be accessed at the weblink: https://www.mahindralogistics.com/ media//pdf files/MATERIAL-SUBSIDIARY-POLICY.pdf

Material Subsidiaries

In terms of the criteria laid down in the said Policy and the Listing Regulations, the Company does not have any Material Subsidiary as on date of this report.

C. INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured earnings conference-calls and periodic investors/analyst interactions, viz. one-on-one/group meetings, plant/facility visits, participation in investor conferences organized by reputed Global and Domestic broking houses to highlight details of the Company’s operations, business and financial performance and industry developments.

Interactions with Investors

Your Company interacted with over 100 Indian and overseas analyst/investors/funds, during the year under review. Your Company believes in building a relationship of mutual understanding with its investors/analysts and ensures that critical information about the Company is available to all the investors/ analysts and Shareholders, by uploading all such information on the Company’s website and on the website of the Stock Exchanges where equity shares of the Company are listed.

Means of communications with Investors

The schedule and outcomes of all interactions with investors, fund managers, analysts are promptly disseminated to the Stock Exchanges where equity shares of the Company are listed and uploaded on the website of the Company. The Company also uploads text and audio transcripts of quarterly earnings conference calls with investors/analysts on the website of the Company.

The Company’s earnings presentations on the published financial results, uploaded on website of stock exchanges and presented to investors/analysts after declaration of the results along with the transcripts of the earnings conference calls is uploaded on the website of the Company and can be accessed at the weblink: http://www.mahindralogistics.com/investor/financial-information

D. REGISTRAR AND SHARE TRANSFER AGENT

Your Company has appointed Link Intime India Private Limited, as its Registrar and Share Transfer Agent for handling all activities in relation to the Company’s share transfer facilities. Contact details of Link Intime India Private Limited are provided in the ‘Report on Corporate Governance’, which forms part of this Annual Report.

E. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. Regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The system, controls, standard operating procedures are reviewed by the management and audited by the Internal Auditor and their findings and recommendations are reviewed by the Audit Committee, which ensures implementation.

The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the representation received and after due enquiry, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate.

F. CREDIT RATING

Your Company continues to enjoy a strong credit rating which denotes a high degree of safety regarding timely servicing of its financial obligations. During the year under review, ICRA Limited re-affirmed the ratings assigned to the facilities of the Company as given hereunder:

Rating Facility
[ICRA] AA (stable) Long-term fund-based facilities of र 50 crores
[ICRA] A1 + Short-term non-fund-based facilities of र 15 crores

As on 31 March 2019, the Company has no outstanding long-term or short-term loan.

G. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Listing Regulations, a detailed analysis of your Company’s performance is discussed in the section titled ‘Management Discussion and Analysis’, which forms part of this Annual Report.

H. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year under review were in the ordinary course of business and on arms length basis and pre-approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for transactions with related parties which are repetitive in nature.

Material Related Party Transactions

Your Company has entered into Material Related Party Transactions i.e. transactions exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements, with Mahindra & Mahindra Limited, the Holding Company and ‘Promoter’ of the Company. These transactions were in the ordinary course of business and on arms length basis, details of which, as required to be provided in Section 134(3)(h) of the Act, are disclosed in Form AOC – 2 as Annexure II and forms part of this Annual Report. The same are also given in note no. 34 of the Standalone Financial Statements of the Company for the year ended 31 March 2019. Apart from 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.

Policy on Materiality of and on Dealing with Related Party Transactions

During the year under review, the Board of your Company, effective 1 April 2019, amended the Policy on Materiality of and on Dealing with Related Party Transactions in line with Regulation 23 of the Amended Listing Regulations. The revised policy as approved by the Board is uploaded on the Company’s website and can be accessed at the weblink: https://www.mahindralogistics.com/ media//pdf files/RELATED-PARTY-TRANSACTION-POLICY.pdf

I. AUDITORS’ AND THEIR REPORTS

Statutory Auditor

The Members of the Company had, at their 10th AGM held on 14 August 2017, appointed Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/ W-100018) ("Deloitte") as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of the 10th AGM up to the conclusion of 15th AGM of the Company to be held in the year 2022. The requirement to place the matter relating to ratification of auditors appointment by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7 May 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditor at the ensuing AGM and a note in respect of same has been included in the Notice of the ensuing AGM.

Unmodified Auditors Report

The Auditors’ Report, on the standalone and consolidated Financial Statements for the financial year 2018-19 forms part of this Annual Report and is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your Company has appointed M/s. Sandeep P Parekh & Co., Practicing Company Secretaries (Certificate of Practice No. 7693) as the Secretarial Auditor of the Company to undertake the secretarial audit of the Company.

Additionally, the Company has obtained a Secretarial Compliance Report for the financial year ended 31 March 2019 from M/s. Sandeep P Parekh & Co. in compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated 8 February 2019.

Unmodified Secretarial Audit Report and Secretarial Compliance Report

The Secretarial Audit Report and the Secretarial Compliance Report are unmodified i.e. they do not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2019 has been annexed to this Board Report as Annexure III and forms part of this Annual Report.

Internal Audit

The Board, on recommendation of the Audit Committee, has appointed an Internal Auditor of your Company in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Cost Audit

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148(1) of the Act, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or the Board under Section 143(12) of the Act, as required to be reported in this report.

J. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made and the purpose for which the loan is proposed to be utilised by the recipient pursuant to Section 186 of the Act are given under note nos. 6 and 34 annexed to Standalone Financial Statements for the year ended 31 March 2019 and the same form part of this report. During the year under review, the Company has not provided any guarantees and securities in connection with any loans given.

K. PUBLIC DEPOSITS AND LOANS/ADVANCES

Your Company has not accepted any deposits from the public or its employees, during the year under review and no amount of principle or interest was outstanding as of the year ended

31 March 2019. There were no other deposits falling under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 at the beginning of the year, during the year and at the end of the year. Hence there are no deposits which are not in compliance with the requirements of chapter V of the Act. The Company has not accepted any loans from its Directors during the year under review.

During the year under review, no loans/advances have been received from Holding Company of the Company, no loans/ advances have been made to subsidiary companies or companies/firms in which directors are interested which are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34(3) of the Listing Regulations read with Para A of Schedule V of the Listing Regulations.

L. EMPLOYEES

Key Managerial Personnel ("KMP")

The following have been designated as Key Managerial Personnel 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. Pirojshaw Sarkari, Chief Executive Officer

2. Mr. Yogesh Patel, Chief Financial Officer

3. Ms. Brijbala Batwal, Company Secretary

Changes in Key Managerial Personnel

During the year under review, Mr. Nikhil Nayak stepped down from his position of Chief Financial Officer and KMP of the Company with effect from the close of business hours of 31 August 2018, consequent to his decision to opt for retirement. The Board places on record their sincere appreciation for the valuable contributions made by Mr. Nikhil Nayak during his long-standing tenure with the Company.

The Board of Directors at their Meeting held on 29 August 2018, on recommendation of the Nomination and Remuneration Committee and the Audit Committee, appointed Mr. Yogesh Patel as the Chief Financial Officer and KMP of the Company with effect from 1 September 2018.

Employee Stock Option Schemes

In terms of the Members approval at their 11th Annual General Meeting dated 2 August 2018, your Company implemented an employee stock option plan namely Mahindra Logistics Employee Restricted Stock Unit Plan 2018 for further inculcating an employee ownership culture, and to induct and retain talents in the Company.

The Company has in force the following Employee Stock Option schemes under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("the SEBI SBEB Regulations"):

1. MLL – Key Executive Stock Option Scheme, 2012 ("MLL – KESOS 2012"); and

2. Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018");

Both schemes of the Company are in compliance with the provisions of the SEBI SBEB Regulations and there were no material changes made to the said schemes during the year under review.

The Nomination and Remuneration Committee of the Board granted 6,13,484 Restricted Stock Units ("RSUs") to the eligible employees of the Company under the RSU Plan 2018 during the year under review. No stock options were granted to employees under the MLL – KESOS 2012 during the year under review.

Your Company’s Statutory Auditor, Deloitte Haskins & Sells LLP have certified that both the abovementioned schemes have been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the Members for the respective Schemes. The certificate will be placed at the ensuing AGM for inspection by the Members.

Disclosures in relation to the MLL – KESOS 2012 and the RSU Plan 2018, as required under Regulation 14 of the SEBI SBEB Regulations read with the SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 have been uploaded on the website of the Company and can be accessed at the weblink: www.mahindralogistics.com/investor/financial-information The said information is also provided in the note no. 24 of the Notes to the Standalone Financial Statements.

Particulars of Employees and related disclosures

Your Company had 15 employees who were in receipt of remuneration of not less than र 1,02,00,000/- during the year ended 31 March 2019 or not less than र 8,50,000/- per month during any part of the year.

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of the Company during working hours, 21 days before the ensuing AGM and shall be made available to any Shareholder on request. Such details are also available on your Company’s website and can be accessed at the weblink: www.mahindralogistics.com/investor/financial-information

Disclosures with respect to the remuneration of the Directors, the KMP and the employees of the Company as required under

Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Report.

M. EMPLOYEE RELATIONS

Your Company continues its efforts to propagate and implement employee centric practices by engaging all employees, including fixed term and contract employees through several initiatives under Sanjeevani, an Employee Relations Framework and also through sustained engagement with the union committees at a few critical locations.

Some of the initiatives conducted under Sanjeevani include:

– Samvaad - an employee connect program;

– Talent Development Framework for ensuring functional and leadership capability development of employees at all levels;

– Works Committees at locations to ensure inclusive participation of employees;

– Welfare initiatives ensuring coverage of contractual workforce under the Pradhan Mantri Beema Yojana;

– Awareness workshops on employee state insurance and provident fund benefits;

– Health and wellness initiatives through Swayam, the platform for physical and emotional well-being; As a result of the above approach, the overall Employee Relations scenario continues to be positive and healthy across all our locations.

A detailed note on HR initiatives of the Company is included in section titled ‘Management Discussion and Analysis’, which is a part of this Annual Report.

N. ENVIRONMENT, HEALTH AND SAFETY

The Company, being a leading Third-Party Logistics (3PL) organization recognizes its employees, partners and business associates as important assets and is committed to providing a safe and healthy work environment at all operating locations. The Company has adopted an Environment, Health and Safety ("EHS") Policy to establish effective control measures for EHS management across all locations. The EHS policy is displayed at all prominent locations and offices and communicated to all stakeholders. The Company demonstrates strong leadership commitment towards EHS through its Management Safety Council, headed by the CEO of the Company.

Preventing and reducing workplace accidents is a key focus for your Company and is emphasised at all levels through constant communications, programmes and trainings.

The EHS policy is supported by safety management programs for near miss recordings, safety kaizens, safety trainings, safety observation tours to identify, assess and control EHS risks. Multiple measures and actions are implemented through competency training programs like Defensive driver training, First Aid, Fire Fighting, Emergency Preparedness and Forklift driving. The Company has also initiated ACE learning programs which includes safety practices and best practices related to EHS.

Your Company has established a dedicated safety team to oversee the implementation of a comprehensive driver safety culture at a PAN India level. During the year, your Company has trained over 12000 drivers under Pradhan Mantri Kaushal Vikas Yojana.

To promote and sustain a strong safety culture, your Company organises various annual events like National Road Safety Week, National Safety Week, World Environment Day and Drivers’ Day. A Safety Pledge is also taken at offices and at work locations.

Your Company also carries out internal safety audits and external electrical audits of facilities for assessing and managing safety risks with respect to the warehousing and logistics verticals. The Company is also a registered member of the National Safety Council.

During the year, your Company continued its commitment to improve the wellbeing of employees and contract workmen by organizing health examination camps, health check-ups, Eye check-up camps for drivers and blood donation camps.

During the year under review, your Company successfully implemented a Zero Accident Project, towards creating a ‘Zero Accident Zone’ on the Nashik-Bhiwandi expressway, which is a major corridor in which the Company operates.

O. QUALITY

We believe in adopting an integrated approach to drive excellence in everything we do. At the organisational level, your Company follows ‘The Mahindra Way’ ("TMW"), the Groups Business Excellence Model. It is an approach that extends beyond the quality of our products and services to encompass excellence in all functions, processes and operations within the businesses in the Mahindra Group.

Management and key business processes are selected for driving improvements through a structured and systematic approach. Every year your Company undergoes an annual assessment by experienced assessors and basis the feedback received, improvements are carried out by following a PDCA (Plan-Do-Check-Act) approach. This provides us with regular feedback on our progress and also serves as a common yardstick to measure TMW maturity (On process and results) across different companies in the Group. Your Company follows a continuous improvement approach across all operations and functions. At the operating locations, high Impact Projects are selected for driving improvements using Six Sigma approach through use of 7 Quality control tools and advanced statistical tools. Improvement projects are also driven through Lean tools like 5S, process mapping, waste elimination, value stream mapping, makigami analysis etc.

Quality Initiatives

Your Company continued its quality and improvement initiatives across the organisation. Your Company successfully implemented 9000+ Kaizens, crossed 50+ quality circles, 100+ yellow belt projects and 7+ green belt projects using advanced statistical tools in the financial year 2018-19. Over 1000 employees were trained on Daily Work Management and Standardization (DWMS), 5S, Task Achieving Quality Control story, Diagnostics Assessment approach, Mahindra Yellow Belt, Mahindra Green Belt, Plan-Do-Check-Act, Total Productive Management etc. During the year under review, your Company also launched a revamped Business Excellence Annual Awards structure, where each selected location across businesses and service lines are assessed through a comprehensive Diagnostics Assessment checklist (Functional + Continuous Improvement approach assessment). Basis the assessments, initiatives are planned for further improvements through the PDCA approach. Best performing locations are awarded Star Ratings and rewarded.

Quality has always been an integral part of the Company and our objective is to motivate everyone to embrace the quality culture as part of their routine work. To this end, in November 2018, your Company celebrated Quality month at Pan India level with a theme on "Quality starts with I & U" with focus on spreading knowledge about Quality tools and techniques through activities and Quality Gyan.

The Company has attained ISO 9001:2015 certification from Bureau Veritas with ZERO non-conformities for its Volkswagen facility at Chakan, Pune one of the largest Auto Customer.

P. BOARD & COMMITTEES

Board

As on date of this report, the Board of your Company comprises of eight Non-Executive Directors, of whom four (i.e. 50%) are Independent Directors.

Appointment of Directors Mr. S. Durgashankar

The Board of the Company, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), appointed Mr. S. Durgashankar (DIN:00044713) as an Additional and Non-Executive Director, liable to retire by rotation, with effect from 7 May 2019, subject to the approval of the Members through ordinary resolution at the ensuing AGM.

Ms. Avani Davda

On recommendation of the NRC, Ms. Avani Davda (DIN:07504739) was appointed as an Additional Non-Executive Independent Director, not being liable to retire by rotation, to hold office for a first term commencing from 6 June 2018 upto the Annual General Meeting to be held in 2022 subject to approval of the Members. The Members at the 11th AGM held on 2 August 2018 accorded their approval for appointment of Ms. Avani Davda as a Non-Executive Independent Director of the Company.

Director Retiring by Rotation Mr. Zhooben Bhiwandiwala

In terms of Section 152 of the Act, Mr. Zhooben Bhiwandiwala, Chairman & Non-Executive Director (DIN:00110373), retires by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM. Brief profile and other relevant details of Mr. Zhooben Bhiwandiwala and Mr. S. Durgashankar in terms of the provisions of the Listing Regulations and Secretarial Standard-2 on General Meetings is provided in the section titled ‘Report on Corporate Governance’ and the Notice of the ensuing AGM, which forms part of this report.

A proposal seeking Shareholders’ approval for their appointment/re-appointment forms a part of the Notice of the ensuing AGM.

Cessation

Mr. Chandrasekar Kandasamy

Mr. Chandrasekar Kandasamy (DIN:01084215), Non-Executive Director of the Company stepped down from the Board of your Company with effect from 7 May 2019 consequent to his retirement from the services of Mahindra & Mahindra Limited, Holding Company. He also ceased to be Member of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee of the Board effective 7 May 2019. The Board places on record its sincere gratitude and deep appreciation for the valuable contributions made by Mr. Chandrasekar Kandasamy as Board Member during his association with the Company.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board of your Company has carried out an annual evaluation of its own performance and that of its Committees as well as reviewed the performance of the Directors individually for financial year 2018-19. The performance evaluation of the Non-Independent Directors and the Board as a whole, was carried out by the Independent Directors.

The Independent Directors also carried out evaluation of the Chairman of the Company, considering the views of the other Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Directors also carried out performance evaluation of the Chief Executive Officer of the Company.

Process of evaluation

Feedback for each of the evaluations was sought by way of internal structured questionnaires through a secured electronic portal whereby the Directors and the Committee Members were provided with a weblink and password for accessing the questionnaires and submitting their feedback/comments.

The questionnaires for performance evaluation are in alignment with the guidance note on Board evaluation issued by the Securities and Exchange Board of India ("SEBI"), vide its circular dated 5 January 2017 and cover various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties etc., based on the criteria approved by the NRC.

The Members were also able to give qualitative feedback and comments apart from the standard questionnaires.

Results of evaluation

The outcome of the evaluations was presented to the Board, the NRC and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation.

The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise done and the results/outcome of the evaluation process.

The outcome of the evaluations, with the feedback/comments given by the Board Members are provided in the section titled ‘Report of Corporate Governance’, which forms part of this report.

Familiarization Program for Independent Directors

Your Company conducts induction and familiarisation programs for the Independent and Non-Executive Directors joining the Board, to familiarise them with the Company, its management and its operations.

Details of familiarization programs imparted to Independent Directors of the Company familiarising them on their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, number of programs and number of hours spent by each of them in terms of the requirements of the Listing Regulations are available on the Company’s website and can be accessed at the weblink: https://www.mahindralogistics.com/media//pdf files/Familiarization-Program-FY-2018-19.pdf

Remuneration Policy and criteria for determining attributes, qualification, independence and appointment of Directors

During the year under review, your Company amended the Policy on appointment and remuneration of Directors and senior management and succession planning ("Appointment and Remuneration Policy") effective 1 April 2019 to incorporate the provisions of the Amended Listing Regulations. The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of Directors.

The Amended Appointment and Remuneration Policy is provided in Annexure V and forms part of this report. The said policy is also uploaded on website of the Company and can be accessed from the weblink: https://www.mahindralogistics.com/ media//pdf files/Nomination-Remuneration-Policy.pdf

You Company has in place processes for orderly succession planning of its Directors and Senior Management which aims to identify high growth individuals, train them and feed the pipelines with new talent. The Company has a process of identifying Hi-pots and critical positions and mapping suitable successors for these positions.

Remuneration to Directors

In line with the Appointment and Remuneration Policy, the Independent Directors of the Company are entitled to commission of up to र 6,00,000/- per annum based on recommendations made by the NRC and approved by Board within the ceiling of 1% or 3% of annual net profits of the Company, as the case may be, for each of the financial years commencing from 1 April 2017. The remuneration of the Independent Directors is determined by the Board based on their performance evaluation done by the entire Board which, inter alia, includes their participation in the Board and Committee Meetings during the year, other responsibilities undertaken, and contributions to the deliberations of the Board and to the Company.

The Non-Executive Directors were not paid any remuneration, in any form whatsoever, during the year under review.

The remuneration paid to the Independent Directors for the financial year 2018-19 was as per the terms laid down in the said Appointment and Remuneration Policy of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the operating management and after due enquiry, confirm that: a. In the preparation of the annual accounts for the financial year ended 31 March 2019 the applicable accounting standards had been followed and no material departures have been made from the same; b. They had 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 year on 31 March 2019 and of the profits of the Company for the financial year ended on that date; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31 March 2019; f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2019.

Board Meetings and Annual General Meeting

The Board of your Company meets at least four times in a year and the gap between two Meetings does not exceed 120 days. An annual calendar of Meetings is prepared and circulated in advance to all Directors. In case of exigencies, resolutions are passed through circulation in terms of Section 175 of the Act.

Annual General Meeting

The 11th AGM of your Company was held on 2 August 2018.

Number of meetings of the Board of Directors

During the year ended 31 March 2019, eight Board Meetings were held. Details of attendance of meetings of the Board and the AGM are included in the section titled ‘Report on Corporate Governance’, which forms part of this Annual Report.

Meeting of Independent Directors

The Independent Directors of your Company meet at least once in a year without the presence of the Non-Independent Directors, the CEO, and the CFO of the Company.

The Meetings are conducted to enable the Independent Directors to, inter alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year under review, the Independent Directors met once on 11 April 2018 and the Meeting was attended by all the Independent Directors of the Company.

Board Committees

The Board has constituted various committees in compliance with the requirements of the Act and the Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and Risk Management Committee. The details of composition of the said Committees, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year 2018-19 is provided in the section titled ‘Report on Corporate Governance’, which forms part of this Annual Report.

Audit Committee

As on the date of this report, the Audit Committee comprises of four Non-Executive Directors, of whom three Directors (i.e. 2/3rd), including the Chairman are Independent. All the Members of the Committee are financially literate, and majority possess strong accounting and financial management knowledge.

Composition

Details of the composition of the Audit Committee as on the date of this report is given hereunder:

– Mr. Ajay Mehta, Independent Director – Chairman

– Mr. S. Durgashankar, Additional and Non-Executive Director – Member (w.e.f 7 May 2019)

– Mr. Darius Pandole, Independent Director – Member

– Ms. Avani Davda, Independent Director – Member Mr. Zhooben Bhiwandiwala and Mr. Parag Shah, Non-Executive Directors are permanent invitees to the meetings of the Committee. The Company Secretary of the Company acts as the secretary to the Committee.

Changes in composition

During the financial year 2018-19, Ms. Avani Davda, Independent Director was inducted as a Member of the Audit Committee w.e.f. 2 August 2018.

Consequent to changes in the Board of Directors, Mr. Chandrasekar Kandasamy, Non-Executive Director ceased to be Member of the Committee and Mr. S. Durgashankar, Additional and Non-Executive Director was appointed as Member of the Committee with effect from 7 May 2019. Mr. Ranu Vohra, Independent Director also ceased to be Member of the Committee effective 7 May 2019.

Recommendations of the Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board of the Company during the year under review.

Compliance with Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and the Secretarial Standard-2 on General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

During the year under review, your Company followed compliance with the applicable Secretarial Standards–SS-1 and SS-2.

Q. GOVERNANCE

Corporate Governance

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance.

Your Company has in place Code of Conduct ("the Codes") for its Directors, Senior Management Personnel and Employees. These Codes enunciate the underlying principles governing the conduct of your Company’s business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of your Company’s ethos. An affirmation on the said Codes is received from the Directors and Senior Management Personnel on an annual basis.

Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. A Report on Corporate Governance along with a Certificate from a Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and the Listing Regulations, is implemented through the Company’s Whistle Blower Policy, to enable all Directors, employees and other stakeholders of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company’s Codes and Policies, instances of leak/suspected leak of Unpublished Price Sensitive Information etc. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes a provision to provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The scope, eligibility and other procedural aspects are detailed in the Policy and in the section titled ‘Report on Corporate Governance’, which forms part of this Annual Report. The Whistle Blower Policy of your Company is available on the Company’s website and can be accessed at the weblink: https://www.mahindralogistics.com/media//pdf files/Whistle-Blower-Policy.pdf During the year under review, none of the Whistle Blowers were denied access to the Chairperson of Audit Committee of the Board.

Prevention of Sexual Harassment of Women

The Company has in place a Prevention of Sexual Harassment Policy for Women in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). All women employees (permanent, contractual, temporary, trainees) as well as women who visit the premises of the Company for any purpose are covered under this Policy.

Pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act during the year under review.

All employees are briefed on the provisions of the POSH Act on joining. Your Company conducts various trainings and sensitisation programs across all locations and verticals. During the year under review, your Company also launched an e-learning module on POSH to increase awareness amongst employees. During the financial year 2018-19, the Company received four complaints with allegations of sexual harassment. Two complaints were resolved prior to 31 March 2019, and the remaining two complaints were resolved as on the date of this report. As on date of this report all complaints have been resolved.

Business Responsibility Report

As required under Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report of your Company, highlighting the initiatives taken by the Company in the areas of social, environment, governance and economic responsibilities of business for the financial year 2018-19, in the prescribed format is available as a separate section and forms part of this Annual Report.

Risk Management

Your Company has a well-defined risk management framework in place which inter alia includes identification of elements of risk, if any, which in the opinion of the Board may seriously impact the Company. Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy inter alia includes identification and assessment of risk of likelihood and impact, mitigation steps and reporting of existing and new risks associated with your Company’s activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of your Company’s objectives. The Chief Financial Officer provides oversight and reports to the Board of Directors, the Audit Committee and the Risk Management Committee who have the responsibility for overseeing all risks. In view of the growing scale of operations of the Company and in terms of the Amended Listing Regulations, the Board of your Company constituted the Risk Management Committee of the Board effective 2 August 2018 in accordance with the Listing Regulations, comprising of the members of the Board of Directors and Senior Executives of the Company. The Risk Management Committee is, inter alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Board on a periodic basis.

The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members thereat during the financial year 2018-19 is provided in the section titled ‘Report on Corporate Governance’, which forms part of this Annual Report.

R. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Corporate Social Responsibility ("CSR")

The Company is fully aligned to the vision of the Mahindra Group of contributing to our communities, through both our Environment, Health and Safety policies, as also our active CSR initiatives and Employee Social Option Programmes (ESOPs). In line with the Company’s CSR Policy and CSR thrust areas, your Company’s CSR efforts continue to be directed towards upliftment of the driver community, community welfare, rural development, education, livelihood and vocational skills training, public health and environmental conservation. Some of the key initiatives undertaken by the Company during the year under review are as follows:

Project Samantar

The Company’s flagship program is designed to address the basic needs of the Driver community e.g. working conditions, health & safety, enhanced capabilities etc. The initiatives under this program are designed based on the results of a need assessment by field experts and NGOs. During the year 2018-19, a total of over 450 initiatives were undertaken and more then 61,000 drivers were covered under Project Samantar. The following programs were conducted:

1. Providing basic en-route facilities, such as restrooms, sanitation, drinking water, medical check-ups etc.

2. Awareness programs to all employees and security personnel to treat drivers with courtesy during their presence at all our operating sites, and thereby enhance their dignity. Regular interactions with Drivers, their families and senior management are arranged, and scholarships are awarded to their children. In the year 2018-19, scholarships amounting to र 10.5 Lakhs were awarded to 151 children.

3. Safety Training and skills development by way of: a. Awareness campaigns stressing the importance of wearing seat belts, following road signages, personal hygiene, etc. b. Defensive Driving, Vehicle maintenance, Mobile friendliness, etc.

4. A certification program under the Pradhan Mantri Kaushal Vikas Yojana (PMKVY) was flagged off targeting 10,000 drivers in the year 2018-19. The focus is mainly on improving driving skills of the youth. During the year, over 12,000 drivers were covered under this program, surpassing the self-assumed target of 10,000 drivers.

Gram Vikas

This is a village adoption program with holistic interventions over a period of 3 years, to spur economic, infrastructure and human development. In order to ensure a long-term impact, we focus these initiatives at one village at any given time. The program covers aspects of health & sanitation, malnutrition, education, youth development, women’s empowerment, support to the farmer community and infrastructure development. The village has been chosen on basis of baseline data which shows the level of basic amenities in the village, in terms of safe drinking water, healthcare & education facilities, basic infrastructure like housing, drainage systems, and level of social discrimination. The Aware village in Maharashtra’s Thane district, was the first to be adopted in 2013. After the successful adoption of Aware village, the Company adopted Tembha village, in Shahapur block, Thane District in 2017-18. During the year under review, the Company conducted various developmental activities at Tembha village including the following:

• Water supply project, in water-stressed hamlets. Out of

10 hamlets identified, problems in 2 hamlets have been addressed.

• Renovation and comprehensive support for schools and

Anganwadies in the village.

• Hunger and malnutrition, programs like distribution of food grains & groceries, healthcare/sanitation awareness, health check-up camps etc.

Nanhi Kali

Nanhi Kali is an initiative of the K.C. Mahindra Education Trust that the Company supports. Nanhi Kali aims to ensure that every girl child in India has access to education. The Company supports this noble initiative of providing primary education to the underprivileged girl child. The Company commits 50% of its CSR budget every financial year towards Nanhi Kali project. During the financial year 2018-19, the Company has supported more than 2300 girl students across the country through this project, as against 1776 girls supported in the previous year. The program provides educational and material support to underprivileged girls from poor urban, remote rural and conflict afflicted communities across India. The interventions in every community is planned by setting up a ‘Village Education Committee’ which is sensitized on the importance of girl child education and other resultant benefits that accrue therefrom.

Employee Social Option Programmes ("ESOPs")

Under ESOPs, a Mahindra employee volunteering program, employees participate in various projects pertaining to health camps for communities, tree plantations, blood donation, HIV awareness for drivers and the Swachh Bharat Abhiyan.

In October 2018, the Company inaugurated the "Zero Accident Project" with a vision to reduce the motor accident fatality rates on the Nashik-Bhiwandi Expressway. Under this program, training activities pertaining to road safety awareness were imparted in schools, colleges, community organizations, dhabas etc. and an en-route emergency rescue network was set up.

This initiative resulted in positive outcomes and between January 2019 to March 2019. The fatality rate reduced to 2 persons as compared to the fatality rate of 2.6 persons during January 2018 to September 2018.

In the current year over 7,500 employees participated in various ESOP programs, contributing to over 43,000 employee hours, as against participation of over 5000 employees and over 30,000 employee hours in the previous year, thus abiding by the Group credo "Rise for Good".

CSR Committee

The Board re-constituted the CSR Committee to designate Mr. Ranu Vohra, Independent Director as the Chairman of the Committee with effect from 29 March 2019.

Consequent to changes in the Board of Directors, Mr. Chandrasekar Kandasamy, Non-Executive Director ceased to be Member of the CSR Committee and Mr. S. Durgashankar, Additional and Non-Executive Director was appointed as Member of the CSR Committee with effect from 7 May 2019. As of date of this report, the CSR Committee comprises of three Directors as given hereunder:

– Mr. Ranu Vohra, Independent Director (Chairperson);

– Mr. Parag Shah, Non-Executive Director (Member);

– Mr. S. Durgashankar, Additional and Non-Executive Director (Member).

Mr. Zhooben Bhiwandiwala, Non-Executive Director is a permanent invitee of the Committee. The Company Secretary of the Company acts as the secretary to the Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy and its implementation from time to time.

CSR Spend

During the year under review, your Company incurred a CSR expenditure of र 1.5438 crores on its CSR activities as against a mandated spend of र 1.5430 crores, being 2% of the average net profits of the Company during the preceding three financial years.

CSR Policy

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") which is being implemented by the Company. The CSR Policy including a brief overview of the projects or programs undertaken is uploaded on the Company website and can be accessed through the weblink: http://www.mahindralogistics. com/sustainability The salient features of the CSR Policy is provided in Annexure VI of this report.

Annual Report on CSR

The Annual Report on Corporate Social Responsibility activities for the financial year 2018-19 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during financial year 2018-19, is annexed in Annexure VII of this report.

S. SUSTAINABILITY

Your Company believes that adopting sustainable practices in all our operations is both a business imperative and a long term competitive advantage. To this end, we have adopted a ‘Triple Bottom Line’ approach to integrate economic progress, social responsibility and environment concerns, for long term sustainable growth.

The Company has also adopted a Sustainability Policy with this objective. The Sustainability Policy is uploaded on the website of the Company and can be accessed from the weblink: http:// www.mahindralogistics.com/sustainability

Being an asset-light Company, we deploy our business partners’ assets to deliver services to our customers. We recognize the fact that Green House Gas ("GHG") emissions have a significant impact on the environment and in this regard the Company has instituted various initiatives for enhancing fuel efficiency and monitoring and reducing GHG emission intensity across the network of assets utilised by the Company. These efforts have resulted in reduction in energy and costs, improved process efficiencies, increased customer satisfaction.

Specific initiatives taken this regard are detailed in Annexure VII of this report.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure VIII and form part of this report.

U. SECRETARIAL

Authorised Share Capital

The authorized share capital of your Company as on 31 March 2019 was र 105,00,00,000/- divided into 10,50,00,000 equity shares of the face value of र 10/- each.

Changes in issued, subscribed and paid-up share capital

During the year under review, your Company issued and allotted 3,05,760 equity shares of face value of र 10/- each to eligible employees/ex-employees of the Company towards exercise of the options granted to them under the MLL- Key Executive Stock Option Scheme, 2012 of the Company. The equity shares issued during the year under review rank pari passu with the existing equity shares of your Company. Consequently, the issued, subscribed and paid-up equity share capital of your Company increased during the year under review and as on 31 March 2019 stood at र 71,44,76,840/- divided into 7,14,47,684 equity shares of the face value of 10/- each.

Annual Return

The Annual Return of the Company for the year ended 31 March 2019 prepared in compliance with Section 92 of the Act and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: http://www.mahindralogistics.com/investor/ financial-information The extract of Annual Return in prescribed Form No. MGT-9 is annexed as Annexure IX and forms part of this report.

V. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/ events related to these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of sweat equity shares to employees of the Company under any scheme;

• Significant or material orders passed by the Regulators or

Courts or Tribunals which impact the going concern status and the Company’s operations in future;

• Raising of funds through Preferential Allotment or Qualified

Institutions Placement;

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

W. ACKNOWLEDGMENTS

The Board of your Company conveys its deep gratitude and appreciation to all the employees of the Company, for their tremendous efforts as well as their exemplary dedication and contribution to the Company’s performance. We also acknowledge the invaluable support and contribution of all our Business Associates who continue their loyal partnership with our Company.

The Directors would also like to thank its Shareholders, Customers, Vendors, Business Partners, Bankers, Government and all other Business Associates for their continued support to the Company and the Management.

On behalf of the Board of Directors
Zhooben Bhiwandiwala
Chairman
Mumbai, 7 May 2019 DIN:00110373