To,
The Members of the Company
Your Directors have pleasure in presenting their 61st Annual Report and
audited statement of accounts of the Company for the financial year ended 31st
March 2023.
FINANCIAL PERFORMANCE:
The Companys financial performance for the year ended 31st March 2023 is
summarized below:
(Rs in lakhs)
|
2022-23 |
2021-22 |
Income |
|
|
Revenue From Operations |
27827.80 |
23431.66 |
Other Income |
200.72 |
250.53 |
Total Income |
28028.52 |
23682.19 |
Expenses |
|
|
Operating Cost |
24927.40 |
21009.89 |
Employee Benefits Expense |
1229.65 |
1082.35 |
Finance Costs |
477.37 |
534.49 |
Depreciation and Amortization Expense |
291.95 |
263.24 |
Other Expenses |
638.03 |
569.04 |
Total Expenses |
27564.40 |
23459.01 |
Profit before exceptional and extraordinary items and Tax |
464.12 |
223.18 |
Exceptional items |
- |
- |
Profit/(Loss) before Tax |
464.12 |
223.18 |
Provision for Tax |
(25.56) |
(4.09) |
Profit/(Loss) after Tax |
489.68 |
227.27 |
Other comprehensive income |
|
|
Item that will not be reclassified to Statement of Profit and Loss |
(161.99) |
(38.47) |
Income tax relating to item that will not be reclassified to Statement
of Profit and Loss |
19.02 |
- |
Total Other Comprehensive Income |
(142.97) |
(38.47) |
Total Comprehensive Income for the year |
346.71 |
188.80 |
The Company has prepared the Financial Statements in accordance with the Companies
(Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies
Act, 2013.
FINANCIAL PERFORMANCE REVIEW:
During the financial year 2022-23 your Company posted the total comprehensive income of
3.47 cr. for the year ended 31st March, 2023 as compared to 1.89 cr. for
the year ended 31st March 2022. Income from operations for the year ended 31st
March 2023 was 278.27 cr. as compared to 234.31 cr. for the year ended 31st
March 2022. Net Worth stood at 117.69 cr. Basic EPS was 1.13 and Diluted EPS was
0.74.
Material changes and commitments affecting the financial position of the Company after
the end of the financial year till the date of this Report:
Except as otherwise mentioned in this report, there are no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year of the Company to which the Financial Statements relates and
the date of this report.
There is no other change in the nature of business during the year under review.
SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:
There is no subsidiary of company as on 31st March 2023. The Company does
not have any Associate or Joint Venture Company as on 31st March 2023.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to contingency reserve.
DIVIDEND:
For the year under consideration, the Board of Directors recommended a dividend of
0.10 per share i.e. 1% on the equity share capital of the Company for the financial year
ended 31st March, 2023. The dividend payout is subject to approval of members
at the ensuing Annual General Meeting. The dividend payout for the year under review has
been formulated after consideration of Companys long term objectives of growth and also
for conservation of resources for diversification.
OPERATIONS AND FUTURE OUTLOOK:
The Company will continue to focus and undertake air cargo business and warehousing
business. The Companys air cargo business registered satisfactory growth during the year
2022-23. The Company is taking all necessary measures in terms of mitigating the impact of
the challenges being faced in the business and it is confident of improving the business
during the year.
The Future outlook of the business is highly dynamic. As markets evolve and customer
demands change, we need to constantly review and update our operation and products to meet
the market need.
FINANCE:
Bank Finance:
The Company enjoys fund based and non fund based credit facilities from the Banks to
meet its working capital requirements as well as long term finance for funding the part of
capital expenditure. The Company is regular in payments of installments and there are no
over dues as on the date of reporting. The Company could bring down interest cost by
proper mix of utilization of finance by repayment of loans taken from various banks and
closely pursuing with the Bank to reduce the Interest cost.
Fixed Deposits:
The Company was accepting unsecured fixed deposits from the public in accordance with
the requirements prescribed under Chapter V of the Companies Act 2013 and Companies
(Acceptance of Deposits) Rules, 2014.
Accordingly, Fixed Deposits accepted by the Company stood at 227.62 Lakhs as
on 31st March, 2023. There were no unpaid or overdue deposits as on 31st
March, 2023, other than unclaimed deposits and interest accrued thereon aggregating
25.14 lakhs out of which nothing is outstanding for the period of more than seven years
and liable to be transfer to Investor Education and Protection Fund.
There has been no default in repayment of deposits or payment of interest thereon
during the year under consideration. The Company has not accepted any deposits which are
not in compliance with the requirement of Chapter V of the Companies Act, 2013.
Credit Rating:
The Company is continued to be rated as IND BBB- (outlook stable) for Companys fund
based borrowings & finance lease and IND A3 (outlook stable) rating for its non fund
based borrowings and IND BBB- (Stable) for its Fixed Deposit Programme and Term Loans by
India Ratings & Research Private Ltd (India Ratings), A Fitch Group Company. The
rating is valid as on the date of reporting.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given
in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Companys CSR policy focuses on areas such as education, support for the women, elderly
people, children and social inclusion. This entails transcending business interests and
grappling with the “quality of life” challenges that underserved communities
face, and working towards making a meaningful difference to them. The detailed policy of
the Company is available on our website www.patel-india.com
During the year, we have spent Nil on CSR activities. The details of CSR
Policy statement and annual report on the CSR activities undertaken during the financial
year ended 31st March, 2023, in accordance with Section 135 of the Companies Act, 2013 and
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report
as Annexure (I).
RISK MANAGEMENT:
The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing
Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the
Company as the same is applicable to top 1000 listed entities.
The Company has a Business Risk Management framework to identify, evaluate business
risks and opportunities. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Companys competitive advantage.
There are no risks which in the opinion of the operating management threaten the
existence of your Company. However, some of the risks which may pose challenges are set
out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE:
The Company has Audit Committee of Board of Directors constituted in accordance with
section 177 of the Companies Act, 2013. The details of the Audit Committee are explained
in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. However, this requires up gradation and improvement under
new business environment. The Company is constantly improving the quality and implementing
more internal financial controls.
The Internal Audit Firm monitors and evaluates operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of internal audit
function, the Audit Committee/ Board initiates corrective action in respective areas and
advise the operating people about the action taken on such report and thereby strengthen
the controls. Significant audit observations and corrective actions thereon are presented
to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy which is in compliance
with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals
with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy
is explained in the Corporate Governance Report and also posted on the website of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, the following changes occurred in the composition of the
Board and the Key Managerial Personnel of your Company:
Mr. Hari Venugopal Nair (DIN: 02362137), designation is changed from Executive Director
to Non- executive Non Independent Director of the company w.e.f 11th February,
2023.
Ms. Bindiya Raichura Dharmendra (DIN: 02579891) was re-appointed as an Independent
Director of the Company with effect from 23rd August, 2022
In view of the provisions of the Companies Act, 2013, Mr. Mahesh Fogla (DIN: 05157688))
is liable to retire by rotation at the ensuing Annual General Meeting and he offers
himself for re-appointment.
Ms. Sweta Parekh resigned as Company Secretary of the Company w.e.f 29th
December, 2022 and Mr. Avinash Paul Raj was appointed as Company Secretary of the Company
w.e.f 30th December, 2022
Disclosure from Independent Directors:
Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to
the declaration given by the Independent Directors of the Company under Section 149(6) of
the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have
given declarations and further confirms that they meet the criteria of Independence as per
the provisions of Section 149(6) read with Regulation 16 of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.
The Independent Directors of your Company have registered on the Independent Directors
Databank as per the requirements of Section 149 of the Companies Act, 2013 and the
applicable rules thereto. However, with respect to the proficiency test, the Independent
Directors have a timeline of one year as per the applicable provisions, from the date of
registration on the Independent Directors Databank for taking the proficiency test and
none of the Independent Directors have exceeded the said period of one year from the date
of registration as on the date of this Report.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there
under and the Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force), the process for evaluation of the annual
performance of the Directors/ Board/ Committees was carried out. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report. In
pursuance to the above, Independent Directors in their separate meeting held on 24th
February, 2023, have reviewed and evaluated the performance of Board as a whole, and of
the Managing Director.
Nomination and Remuneration Policy:
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. The Remuneration Policy is stated in the Corporate Governance Report.
Meetings:
During the year Eight Board Meetings and Four Audit Committee Meetings were convened
and held. The details of the same are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions referred to in section 188(1) of the Companies Act 2013
that were entered into during the financial year were on an arms length basis and were in
the ordinary course of business. Approval of the members of the Company is also obtained
in case any related party transaction was not on arms length basis and exceeds the
prescribed limits. There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other Designated
Persons which may have a potential conflict with the interest of the Company at large.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure (II).
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. The Policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website.
Apart from receiving remuneration by Executive Directors, sitting fees to Non executive
directors, and professional fees paid to Qualified Professional Directors none of the
Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Your Directors draw attention of the members to Note 40 to the financial statement
which sets out the related party disclosure.
The policy on related party transactions has been placed on the Companys website and
can be accessed through the following link: http://patel-india.com/uploads/Privacv
policies/Pdf-132024539827384008.pdf
STATUTORY AUDITORS AND AUDITORS REPORT:
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Shah & Associates, Chartered
Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the
Company to hold office for one term of 5 years commenced from conclusion of the 60th
Annual General Meeting upto the 65th Annual General Meeting of the Company to
be held in calendar year 2027. The Company has received a certificate from the proposed
Statutory Auditors to the effect that their appointment, shall be in compliance with the
provisions of Section 139 and 141 of the Companies Act, 2013.
The Auditors have issued their report on the financial statements for the financial
year ended March 31, 2023, with an unmodified opinion and do not contain any
qualification, observation or adverse remarks or disclaimer that may call for any
explanation from the Board of Directors. The Auditors have not reported any matter under
Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Companies Act, 2013.
The Auditors Report for the financial year 2022-23 is unmodified i.e. it does not
contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this
Annual Report.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed DM & Associates Company Secretaries LLP, Company Secretaries, to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report
for the financial year ended 31st March, 2023 is set out as “Annexure
(III)” to this Report.
SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India had revised the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2) with effect from October 1,2017. The Company is in compliance with the provisions
of the same.
DISCLOSURE REQUIREMENTS:
To comply with conditions of Corporate Governance, pursuant to regulation 34 read with
schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a
Management Discussion and Analysis Report, Corporate Governance Report and Auditors
Certificate on the compliance of conditions of Corporate Governance, are included in this
Annual Report.
A Business Responsibility Report as required under Regulation 34 of SEBI (Listing
Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the
Company as the same is applicable for top 500 listed entities based on market
capitalization.
Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing
Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the
Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in E-Form MGT- 7 in
accordance with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, are set out herewith as “Annexure
(IV)” to this Report.
The same has been placed on the website of the Company www.patel-india.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As stipulated under Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014.
(A) CONSERVATION OF ENERGY: |
|
(i) The steps taken or impact on conservation of: energy |
The operations of your Company are not energy intensive. However all
efforts are made to conserve and optimize use of energy with continuous monitoring,
improvement in Maintenance systems and through improved operational techniques. |
(ii) The steps taken by the Company for utilizing: alternate sources
of energy |
The Company has ongoing process to conserve the energy by replacement
of old electronic devices and installation of new efficient power saving devices whenever
required. |
(iii) The capital investment on energy: conservation equipments |
No material capital investment incurred by the Company during the year
2022-23. |
(B) TECHNOLOGY ABSORPTION: |
|
(i) The efforts made towards technology absorption: |
: Updating of Technology is a continuous process; appropriate
technology is implemented and adapted by the Company for innovation. Efforts are
continuously made to develop new products required in the Transport and Logistics
Industry. |
(ii) The benefits derived: |
The Company is steadily delivering on its promise of providing the
swift service Investment in IT and state-of-the art tracking systems. |
(iii) Imported Technology: |
There is no imported technology imported during the last three years. |
(iv) The expenditure incurred on Research and Development: |
No expenditure is incurred on Research and Development by the Company
during the year 2022-23. |
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs in lakhs)
|
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Earnings in Foreign Exchange |
|
|
Air Freight Billing, and other expenses (Net) |
Nil |
Nil |
TOTAL |
Nil |
Nil |
Expenditure in Foreign Currency |
|
|
Membership and Subscription Fees |
0.61 |
0.51 |
Travelling (excluding air fare) |
0.23 |
0.41 |
TOTAL |
0.84 |
0.92 |
MAINTENANCE OF COST RECORDS:
The maintenance of cost records as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013, read with The Companies (Cost
Records and Audit) Rules 2014 is not applicable to the Company.
PARTICULARS OF EMPLOYEES:
The Directors sincerely appreciate efforts put in by employees of the Company at all
levels and thank them for their contribution in achieving the overall results during the
year.
Disclosure pertaining to the remuneration and other details as required under Section
197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as “Annexure
(V)” to this report.
The information required pursuant to Section 197 read with Rule, 5(2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
this information, which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the Company up to the date
of the ensuing Annual General Meeting. If any member is interested in obtaining a copy
thereof, such member may write to the Company Secretary in this regard.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with provisions relating to the constitution of internal
complaint committee under the said Act to redress complaints received regarding sexual
harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off
during the financial year 2022-23:
No of Complaints received : |
Nil |
No of Complaints disposed off : |
Nil |
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors would like to inform the Members that the Audited Accounts for the
financial year ended 31st March, 2023 are in full conformity with the
requirement of the Companies Act, 2013. The Financial Accounts are audited by the
Statutory Auditors, M/s Hitesh Shah & Associates.
In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the
representation received from the Operating Management, confirm that:
1) in the preparation of the annual accounts, for the year ended 31st March,
2023, the applicable accounting standards and Schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
2) the Directors have selected such accounting policies and applied them consistently
and made judgment 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 31 st March, 2023 and of
the profits of the Company for the financial year ended 31st March 2023;
3) the proper and sufficient care has been taken 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;
4) the Directors have prepared the Annual Accounts of the Company on a going concern
basis;
5) the Company has proper internal financial controls in place. However, the Company
continues to develop better controls for implementation in current financial year.
6) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
APPRECIATION:
Your Directors place on the record their appreciation of the contribution made by the
employees at all levels who, through their competence, diligence, solidarity, co-operation
and support, have enabled the Company to achieve the desired results during the year.
The Board of Directors gratefully acknowledge the continued assistance and support
received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the
endeavors of the Company.
Registered Office: |
For and on behalf of the Board of Directors |
Patel House, 5th Floor, Plot No. 48, |
|
|
Gazdar Bandh, North Avenue Road, |
|
|
Santacruz (West) |
MAHESH FOGLA |
FARUKH S. WADIA |
Mumbai - 400 054. |
Director |
Director |
Mumbai, dated 8th August, 2023 |
DIN: 05157688 |
DIN:00097162 |
+91-9892691696
