reetech international cargo & courier ltd share price Directors report

(For the Financial year ended on 31st March 2022)

To,

The Members

REETECH INTERNATIONAL CARGO AND COURIER LIMITED

(Formerly known as REETECH INTERNATIONAL CARGO AND COURIER PRIVATE LIMITED)

The Board of Directors are pleased to present the 14^th Directors Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2022 and on the state of affairs of the Company.

CORPORATE OVERVIEW:

Our company was incorporated in the year 2008, in the name and style of M R Agriculture Private Limited by the joint efforts of promoter-directors Mr. Mahendra Ahuja & Mrs. Roma Ahuja. The Company started its operation in the year 2009-10. Initially the Company was engaged in the business of agriculture goods such as Rice Milling, Rice Sorting, Dal Milling, Dal Processing and Agriculture Products. In the year 2020, our promoter commenced business of trading of coal and accordingly altered its main objects and name carried out by the company and accordingly Memorandum of Association and Articles of association also incorporated such alteration with effect from 15th of June, 2020 and Since then the Company is engaged in the business of Trading of Imported Coal. In the year 2022, the company has changed its name pursuant to conversion from private to public company, from "Reetech International Cargo And Courier Private Limited " to "Reetech International Cargo and Courier Limited". Our Promoter has a vision to look beyond the ordinary; to foresee opportunities; to attain the unattainable; to create in-roads into newer vistas of change and above all, to bridge the demand-supply gap for coal, the worlds fossil fuel.

Within a short span of time, Reetech has emerged as one of the recognised suppliers of coal in the state of Chhattisgarh. We are based at Raipur, Chhattisgarh, and our operations are spread across India, with a vide network of Customers. Our diversified product portfolio comprises coal from Indonesia, South Africa and India, among other origins. We supply our products to the customers in various sectors i.e., Power, Steel, Rolling and other industries. An effective handling and transportation of the orders is facilitated through Road transportation and Railway. In a very short span of time, our Company has been able to recognize itself as a trusted name in the coal industries due to its commitment to quality and reliability since its inception. Our Company is one of the recognised traders of Coal and perform its operations from Gangavaram and other ports.

The companys revenue from operations from trading of imported coal as on 31st March, 2021 was Rs. 18.42 crores which is increased to Rs. 116.89 crores as on financial year end 31st March, 2022.

FINANCIAL RESULTS:

The Companys Financial Performance on standalone and consolidated basis for the financial year ended on 31^st March, 2022 under review along with previous years figures are given hereunder:

	Standalone (Rs. in Lacs)		Consolidated (Rs. In Lacs)
Particulars	2021-22	2020-21	2021-22	2020-21
Net Sales	11,373.97	1,840.26	11,373.97	1,840.26
Other Income	334.12	2.15	334.12	2.15
Total Income	11,708.09	1,842.41	11,708.09	1,842.41
Less-Total expenses	(11,101.66)	(1,801.91)	(11,101.66)	(1,801.91)
Profit before taxation	606.43	40.51	602.12	40.51
Less- Tax Expenses	181.54	-	181.54	-
Deferred tax	-	-	-	-
Profit after Taxation	420.58	40.51	420.58	40.51
Share of profits from Associate company	-	-	23.18	10.43

EPS (In Rs.)

PARTICULARS	Standalone		Consolidated
Basic Earnings per Share	81.12	7.18	85.59	9.82

TRANSFER TO RESERVES:

The appropriations to General Reserve for the Financial Year ended March 31, 2022 as per the financial statements are:

	(Amount Rs. in Crores)
Particulars	Standalone	Consolidated
Net profit for the year	420.58	443.77
Balance of Reserve at the beginning of the year	255.94	310.07
Transfer to General Reserve	415.58	438.77
Balance of Reserve at the end of the year	671.52	748.84

DIRECTORS:

Detailed below is the list of directors as on 31/03/2022:

Name of Director	DIN	Date of Appointment
Mahendra Ahuja	00247075	18/12/2008
Roma Ahuja	00247153	18/12/2008
Vijay Kumar Khilnani	09308716	07/09/2021

Mr. Vijay Kumar Khilnani was appointed as executive director on the Board of company.

In view of Section 152(6) of the Companies Act, 2013 and the rules made there under read with the Articles of Association of the Company, not less than two-thirds of the total number of directors of public company shall be liable to re the by rotation out of which one-third shall accordingly re the at every ensuing annual general meeting Directors declare that no directors are disqualified from being appointed as Director of the Company under Section 164 of the Companies Act, 2013.

TRANSFER OF UNCLAMIED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no Dividend Declared and paid last year.

DECLARATION OF INDEPENDENT DIRECTORS (IF APPLICABLE)

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our company during the year.

DEPOSITS

Your Company has not accepted any Deposits under the applicable provisions of Companies Act, 2013 and is therefore not required to give any disclosure regarding the same.

INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 (IF APPLICABLE)

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (IF APPLICABLE)

The information on conservation of energy and technology absorption under section 134(3)(m), of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not required to be given for the business segment in which your Company operates.

The Company did not have any foreign exchange earnings or outgo during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

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

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2021 and of its Loss for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability 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

d. They have prepared the annual accounts for the year ended 31^st March, 2022 on a going concern basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS REPORT ON STANALONE & CONSOLIDATED FINANCIAL STATEMENTS

The Independent Auditors Report on Standalone and Consolidated Financial statements of the company along with the Annexure as issued by the Auditors are appended in this Annual Report, wherein the Auditors have not made any qualification/ adverse remarks based on the auditing.

STATUTORY AUDITORS:

Agrawal Sunil Kumar & Co. Chartered Accountant (FRN 007023C), have resigned from the position of Statutory Auditors of the company dated 01^st of July, 2022. Thus pursuant to the provisions of Section 140 and read with Rule 8 of The Companies (Audit & Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Board of directors passed the resolution on 04^th day of July, 2022 and took note of the same.

Pursuant to sections 139, 140 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Gupta Agarwal & Associates, Chartered Accountants, Kolkata, having (FRN: 329001E) and having office address at Imax, Lohia Square, 23, Gangadhar Banu Lane, 3^rd Floor, Room No. 3A, Kolkata 70012, being found eligible and qualified were appointed as the statutory auditors of the company for the financial year 2021-22, to fill up the casual vacancy caused by the resignation of existing auditors. The appointment of Statutory Auditors is made on the recommendation of Board in its meeting dated 04^th July, 2022 and was approved by the members by way of ordinary resolution duly passed in the extra-ordinary general meeting held on 9^th day of July, 2022 for period upto the ensuing annual general meeting of members of the company.

The office of Statutory Auditors, M/s. Gupta Agarwal & Associates, Chartered Accountants, Kolkata, having (FRN: 329001E) is liable to re the in the ensuing annual general meeting. Thus, pursuant to provisions of Section 139 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendations of the Audit Committee, M/s. Gupta Agarwal & Associates, Chartered Accountants, Kolkata, having (Firm Registration No. 329001E) is proposed to be re-appointment as the Statutory Auditors of the Company to hold office from conclusion of 14th Annual General Meeting to the conclusion of 19th Annual General meeting of the Company to be held in the year 2027, subject to approval of members in the ensuing annual general meeting of the company.

COST RECORDS AND COST AUDIT

The provisions of section 148 of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2014 which provides for maintenance of cost records and the audit of such cost records are not applicable to your Company.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM (IF APPLICABLE)

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company. Hence, disclosure pursuant to Section 177 (8) & (9) of the Companies Act, 2013 is not required during the year.

DISCLOSURE OF CASES RELATING TO SEXUAL HARASSMENT:

Your Company has formulated a Policy for prevention of Sexual Harassment of Women at Work place namely Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Policy.

During the financial year under review no case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE ON SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standard, as issued by ICSI, pursuant to the provision of Section 118(10) of Companies Act, 2013 and that such systems are adequate and operating effectively.

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

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports. The Provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

BOARD MEETING

During the financial year under review 7 (Seven) Board meetings were held:

Sl. No.	Date	No. of Directors present
1.	14/06/2021	2
2.	07/09/2021	2
3.	28/10/2021	3
4.	30/11/2021	3
5.	21/01/2022	3
6.	23/01/2022	3
7.	15/02/2022	3

Attendance of Directors during the period under review:

Name of Director

AGM held on 30th November, 2021

EOGM held on 15th Feb, 2022

Board meetings (BM)

BM entitled to attend

BM Attended

% of attendance

1

2

3

4

5

6

7

Mahendra Ahuja

P

P

P

P

P

P

P

P

P

7

7

100%

Roma Ahuja

P

P

P

P

P

P

P

P

P

7

7

100%

Vijay Khilnani

-

P

-

-

P

P

P

P

P

5

5

100%

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company as on 31^st March, 2022 and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

An amount of Rs. 420.58 Lacs has been transferred to General Reserve as per the existing provisions of the Companies Act, 2013 and rules made there under.

SUBSIDIARIES.IOINT VENTURES AND ASSOCIATE COMPANIES:

Details of companies/entities which are subsidiary company, associates and joint ventures, during the year under review, are as under:

M Ahuja Project (India) Private limited (MAPIPL)	Associate Company	MAPIPL, being an associate Company, having its registered office at Raipur (C.G.) and is engaged in Trading of coal and construction related services.
		Your company holds 36.36 % i.e 28,75,402 equity shares in the share capital of MAPIPL.
		Profit/Loss for the year end: Rs. 63.75 Lacs
		Share of profit considered in consolidation Rs. 23.18 Lacs

PERFORMANCE OF ASSOCIATE COMPANY

M Ahuja Project (India) Private Limited (MAPIPL) is an Associate Company, and is engaged in the business of Construction of buildings and developments of land related services and trading of Coal. The registered office is situated at Sai Kunj, Civil Lines, Raipur, Chhattisgarh.

During the period under review, the revenue from operations of the Company stands at Rs. 2.91 crores which is 93.43% decrease as compared to last years revenue which was Rs. 44.29 crores but the Net profit after tax for the current year showed an increased by 54.99% as compared to last year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has made requisite disclosure as required pursuant to section 186 under the provision of Companies Act, 2013 during the year. The required details forms the part of financial statements and also disclosed in the independent audit report as on 31^st March, 2022.

STATE OF COMPANYS AFFAIRS

Our Promoter has a vision to look beyond the ordinary; to foresee opportunities; to attain the unattainable; to create in-roads into newer vistas of change and above all, to bridge the demand-supply gap for coal, the worlds fossil fuel. The companys revenue from operations from trading of imported coal as on 31st March, 2021 was Rs. 18.42 crores which is increased to Rs. 116.89 crores as on financial year end 31st March, 2022.

It is imperative that affair of our Company are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Following material changes and commitments have occurred between the end of the financial year to which this financial statements relate and the date of the report and their impact on financial position of the company are as follows:

1) Your Company was converted from a private limited company to public limited company and the name of our Company was changed to "Reetech International Cargo and Courier Limited" and a fresh certificate of incorporation consequent to conversion was issued on April 12, 2022 by the Registrar of Companies, Chhattisgarh bearing Corporate Identification Number U51100CT2008PLC020983.

The impact of the same is not determinable except increased the goodwill of company in the market.

2) The company increased itss Authorised equity share capital from Rs.10,000,000 to Rs. 60,000,000 of Rs.10/- each vide resolution passed in its members meeting dated 18st June, 2022

The effect of the same shall be reflected in the Financial statements of the company for Financial year end as on 31st of March 2023.

3) The Board of our Company has approved to raise funds through initial public offering in the Board meeting held on 15th July 2022.

4) The members of our Company approved proposal of Board of Directors to raise funds through initial public offering in the extra ordinary general meeting held on 01st August, 2022.

The Impact of the same will be observed in the Half yearly Financial Results as on 30th September, 2022 of the company post IPO Listing of securities.

5) The Company issued 31,11,000 bonus Equity Shares in the proportion of 6:1 (6-Six) fully paid equity shares of Rs.10/- each allotted against 1(One) Equity Shares of Rs.10/- each vide resolution passed in members meeting dated 1st August, 2022 and allotted on 8th August, 2022, effect of this bonus issue has been considered to calculate EPS.

The effect to this has resulted in Increase in Paid-up share capital of Company with such amount and similarly reduction in reserves & surplus of the company which will be reflected in the Financial year end as on 31st March, 2023.

6) Changes in our Board Structure after 31^st March, 2022:

Sr. No.	Directors	Date of Event	Event
1	Mr. Mahendra Ahuja (DIN:00247075)	June 11, 2022	Change in Designation from Non-Executive Director to Executive Director
		June 18, 2022	Appointed as Managing Director
2	Ms. Roma Ahuja (DIN :00247153)	June 11, 2022	Change in Designation from Non-Executive Director to Executive Director
3	Mr. Vijay Kumar Khilnani (DIN:09308716)	June 11, 2022	Change in Designation from Executive NonDirector to Executive Director
4	Mr. Manish Kumar (DIN:09614422)	June 18, 2022	Appointed as Independent Director
5	Mr. Mukesh Chandwani (DIN:09616819)	June 18, 2022	Appointed as Independent Director

The following committees have been constituted on 15^th of July, 2022 in terms of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed and implemented a risk management policy. However, no element of risk which in the opinion of the Board may threaten the existence of the Company has been identified so far.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company as on financial year ending on 31^st March, 2022.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viji) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an internal control system commensurate with the size of the Company and the nature of its business.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT. 2013.

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There have been no materially significant related party transactions between the Company and the Related Parties except for those disclosed in the audited Financial Statements of the company.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The business of the company is going well and it has great prospects for future. Your Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year.

Factors affecting our results of operations

Our companys future results of operations could be affected potentially by the following factors:

• Experience and Track Record

• Repeat Business

• Location Advantage

• Satisfied Chain of Vendors

• Progressive Employer

• Experienced Promoters and Management

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the whole hearted help and cooperation, the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and employees.

By order of the Board
For, Reetech International Cargo And Courier Limited
(Formerly Known as Reetech International Cargo And Courier Private Limited)
Sd/-	sd/-
Mahendra Ahuja	Roma Ahuja
(Managing Director)	(Director)
DIN: - 00247075	DIN:- 00247153
Address:- Sai-Kunj, Kali Mata Mandir	Address: - Sai-Kunj, Kali Mata Mandir
Road, Katora Talab, Civil Lines,	Road, Katora Talab, Civil Lines,
Raipur, 492001 (C.G.)	Raipur, 492001 (C.G.)
Date: 08.08.2022
Place: Raipur (C.G.)