Ritco Logistics Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.

1. Financial highlights

The financial performance of your Company:

Particular FY 2019-20 FY 2018-19
Revenue from Operation 49052.49 40729.10
Other Income 388.31 154.53
Total Income 49440.79 40883.63
Profit before Finance Charges, Tax, Depreciation/ Amortization (PBITDA) 4069.85 4574.81
Less : Finance Charges 1319.15 1161.44
Profit before Depreciation/Amortization (PBTDA) 2750.70 3413.37
Less : Depreciation 1623.68 1529.62
Net Profit before Taxation (PBT) 1127.02 1883.75
Provision for taxation 244.39 668.73
Profit/(Loss) after Taxation (PAT) 882.63 1215.02
Provision for proposed dividend 0 0
Dividend tax 0 0
Transfer to General Reserve 882.63 1215.02

2. State of Companys affairs and future outlook

The Financial Year 2020 witnessed a growth phase for the Company with Net Revenue of Rs. 49,052.49 (in Lacs) as against Rs. 49,729.10 (in Lacs) in corresponding previous year witnessing 20.44% growth year on year.

After accounting for all expenses including depreciation, exceptional items and Tax, the company earned a Profit of Rs. 882.63 (in Lacs).

Your Company is committed to its tradition of being cost effective, by responding faster to the changing requirements of the market, by expanding its customers and by further strengthening its already strong capital base.

3. Change(s) in the nature of business, if any

There is no change in nature of business of the Company during the Financial Year 2019-20. Your Company continues to be one of the leading Logistics service providers in the country.

4. Dividend

The Directors are not recommending any dividend looking at the future growth prospects of the company and industry in the coming years the Directors feel the need to reinvest in the company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there was no unpaid/ unclaimed Dividend in the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. Transfer to Reserves

The Company is not proposing to transfer any amount to the General Reserve for the financial year 2019-20. All the profit of the Company was transferred to carry forward credit balance of Profit and Loss account of the Company.

7. Changes in Share Capital

During the period under review, no change took place in the Authorized and Paid-up Share Capital of the Company.

Authorized Capital

The Authorized Capital of the Company is Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-Up Capital

The Present Paid-Up Capital of the Company is Rs. 24,47,66,180/- divided into 2,44,76,618 Equity Shares of Rs. 10/- each.

8. Details pertaining to shares in suspense account

No shares of the Company are in DEMAT Suspense Account/ Unclaimed suspense Accounts.

9. Details under Section 67 (3) of Act, 2013 in respect of any scheme of provision of money for purchase of own shares by employees or by trustees for the benefit of employees

The Company has not approved any scheme under Section 67(3) of The Companies Act, 2013 for purchase of own shares by employees or by trustees fort the benefit of employees.

10. Details relating to material variations

The purpose of the issue was to utilize the proceeds of issue for the Warehouse development, Technology upgradation, Fleet Centre upgradation, the Working Capital requirements and general corporate purposes.

The Directors declare that the proceeds have been utilised as per the said purposes in the prospectus of the Company.

11. Directors and Key Managerial Personnel

Details of Directors or key managerial Personnel as on 31/03/2020.

Sr. No. Name Designation Date of Appointment
1 Man Mohan Pal Chadha Singh Whole Time Director & CFO 06/03/2019 as WTO 14/08/2018 as CFO
2 Sanjeev Kumar Elwadhi Managing Director 23/08/2001
3 Shyam Sunder Elwadhi Director 28/03/2018
4 Dhruv Gulati Independent Director 29/06/2018
5 Roma Wadhwa Director 06/12/2018
6 Vikram Suri Independent Director 24/12/2018
7 Dhananjay Prasad CEO 22/05/2018
8 Rakesh Kumar Jha Company Secretary 02/05/2018

During the period under review, no change took place in the Directorship and key managerial personnel of the Company.

12. Declaration by Independent Director

All Independent Directors have given due declarations that they meet the criteria of independence as laid down under section 149(7) of the Companies Act, 2013 and under extant provisions of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors.

13. Number of meetings of Board of Directors

The Board of Directors met Four (4) times during the financial year 2019-20. The provisions of Section 173 of the Companies Act 2013 and Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI) were adhered to while considering the periodicity and time gap between two meetings.

The details of the meetings of the Board are furnished below:

Sr. No. Date of the Board Meeting Board Strength No. of Director Present
~T 30/05/2019 6 5
2 05/09/2019 6 5
3 14/11/2019 6 5
4 12/03/2020 6 4

14. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

Pursuant to Sections (3)(p) and 178(2) of the Act and Regulations 17 and 19 of the Listing Regulations and Nomination and Remuneration Policy of the Company,

Nomination and Remuneration Committee of the Board of Directors have carried out annual performance evaluation of Board, the Directors individually as well as the evaluation of the working of its Committees.

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. The Companies Act, 2013 not only mandates Board, its Committees and Directors evaluation, but also at the same time requires the evaluation to be formal, regular and transparent.

The Nomination and Remuneration Committee of the Board evaluated the performance of individual Director(s) on the Board excluding the Director being evaluated, the Board as a whole, Chairperson of the Board and all of its Committees based on the evaluation criteria of the Company defined under Nomination and Remuneration Policy.

It was further acknowledged that every individual Member and Committee of the Board contribute their best in the overall growth of the organization.

15. Managerial Remuneration

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Please note that median is calculated for the employee who stayed with Company for the whole current financial year 2019-20 and the whole previous financial year 201920.

a. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Directors Total Remuneration Ratio to median remuneration
Executive Director
Mr. Sanjeev Kumar Elwadhi 3000000 12.22
Mr. Manmohan Pal Singh Chadha 3000000 12.22
Non-Executive Director
Mr. Shyam Sunder Elwadhi Nil
Mr. Vikram Suri Nil
Mr. Dhruv Gulati Nil
Mrs. Roma Wadhwa Nil

b. the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Manmohan Pal Singh Chadha (CFO) NA
Dhananjay Prasad (CEO) 5.55%
Rakesh Kumar Jha (CS) NA

c. the percentage increase in the median remuneration of employees in the financial year: 12%

d. the number of permanent employees on the rolls of company: 431

e. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 12% average increase in the salaries of employees while there is no increase in the salary of Directors while CEO salary has increased by 5.55% keeping in line with Industry and company performance.

f. remuneration is as per the remuneration policy of the Company.

g. The Boards report shall include a statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees; NA

(ii) if employed for a part of the financial year, was in receipt of remuneration for 10 any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; NA

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. NA

h. Number of shares and convertible instruments held by non-executive directors. (Clause 2(f) to Para C of Schedule V of Listing Regulations.): 500 Shares held by Mr. Shyam Sunder Elwadhi

i. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided. (Clause 2(j) to Para C of Schedule V of Listing Regulations.): During the period under review, no independent director resigned.

15. Details of Subsidiary

The Company has no subsidiary.

16. Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Mittal & Associates Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold office for the term of 5 (Five Years) from financial year 2019-20 till 2023-24.

The Notes to the financial statement refereed in the Audit Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statement in this Annual Report.

17. Cost Auditors

Our Company was not liable for the appointment of Cost auditor pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014.

18. Secretarial Audit Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Mukun Vivek & Company, Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 2019-20. The Secretarial Audit report is annexed herewith as Annexure II.

There are no qualifications made by the Secretarial Auditor in his report for the financial year ended March 31, 2020.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s Mukun Vivek & Company, Company Secretaries in practice to conduct the Secretarial Audit for FY 2020-21.

19. Committee of the Board Committee constitution and Meetings

Audit Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Dhruv Gulati Chairman Independent Director
Mr. Vikram Suri Member Independent Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director

 

Date of the meeting No. of Directors attended the meeting
30/05/2019 2
14/11/2019 2

Nomination and Remuneration Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Dhruv Gulati Chairman Independent Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director
Mrs. Roma Wadhwa Member Non-Executive Director

 

Date of the meeting No. of Directors attended the meeting
05/09/2019 3

Stakeholder Relationship Committee:

Name of the Director Status in Committee Nature of Directorship
Mrs. Roma Wadhwa Chairperson Non-Executive Director
Mr. Shyam Sunder Elwadhi Member Non-Executive Director
Mr. Dhruv Gulati Member Independent Director

 

Date of the meeting No. of Directors attended the meeting
05/09/2019 3

Corporate Social Responsibility Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Dhruv Gulati Chairman Independent Director
Mr. Sanjeev Kumar Elwadhi Member Managing Director
Mrs. Roma Wadhwa Member Non-Executive Director

 

Date of the meeting No. of Directors attended the meeting
05/09/2019 3
12/03/2020 2

Management and Operations Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Man Mohan Pal Chadha Singh Chairman Whole Time Director
Mr. Sanjeev Kumar Elwadhi Member Managing Director

 

Date of the meeting No. of Directors attended the meeting
01/04/2019 2
01/05/2019 2
30/05/2019 2
03/06/2019 2
30/06/2019 2
01/07/2019 2
05/09/2019 2
10/12/2019 2
10/02/2020 2

Internal Complaints Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Man Mohan Pal Chadha Singh Chairman Whole Time Director
Mr. Sanjeev Kumar Elwadhi Member Managing Director
Mrs. Roma Wadhwa Member Non-Executive Director

 

Date of the meeting No. of Directors attended the meeting
12/03/2020 3

20. Vigil mechanism and Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

The purpose of the “Whistle blower Policy” is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company.

25. Risk Management Policy

Your Board of Directors has not formulated & adopted Risk Management Policy required under the Regulation 21 of the SEBI Listing Regulations, 2015 as such said provisions not applicable to the Company.

26. Extract of the annual return

The Extract of annual return in form MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2020 is annexed hereto as Annexure III and form part of the Report.

27. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the

Company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

28. Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Companys operations in future

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

29. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, 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 disclosures.

30. Deposits

During the year under review, the Company has not accepted any Public Deposits.

32. Particulars of loans, guarantees or investments under section 186

During the year under review, no Loans, guarantees or investments made under section 186.

33. Particulars of contracts or arrangements with related parties

During the year under review, the company has not entered into transactions with Related Parties u/s 188 of the Companies Act 2013.

34. Corporate Governance

As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions as specified in regulation 27 shall not apply to your Company. As there is no requirement to attach the corporate governance report.

36. Fraud Reporting

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee or to the Board under section 143(12) of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee or to the Board under Section 143(12) read with Section 204 of the Companies Act, 2013 and rules made thereunder.

37. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has constituted an Internal Complaints Committee to monitor the antisexual harassment mechanism and complied all the provisions under the said Act. The

primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

The Internal Complaints Committee as on March 31, 2020 comprise:

1. Mr. Man Mohan Pal Chadha Singh - Chairperson

2. Mr. Sanjeev Kumar Elwadhi - Member

3. Ms. Roma Wadhwa - Member

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

43. Details of Downstream Investment

No such downstream investment made during the Financial Year 2019-20.

44. Details of Voluntary Delisting

Company was not delisted its equity shares as per Regulation 6(1) (a) of SEBI (Delisting Of Equity Shares) Regulations, 2009, during the Financial Year 2019-20.

45. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Statement giving the details of conservation of energy, technology absorption and foreign exchange earning & outgo in accordance with requirements of Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is as follows: -

A) Conservation of Energy

Not Applicable

B) Technology Absorption, Adoption And Innovation

Not Applicable

C). Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the year as follows:-

(in Rupees)
Foreign Exchange Earning NIL
Foreign Exchange Outgo NIL

46. Corporate Social Responsibility and its terms of reference

The brief outline of the Corporate Social Responsibility (CSR) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year, composition of the CSR Committee, average net profit for last three financial year and details of CSR spent during the financial year are set out in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and attached as Annexure IV.

47. Directors Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors 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 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There well-laid manuals for such general or specific authorisation.

(vii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects.

(viii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(ix) The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2019-20.

49. Secretarial Standards

The company has complied with the applicable secretarial standards as issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

50. Acknowledgements

The Board desires to place on record its sincere appreciation for the support and cooperation received from the Companys Bankers and Officials of the concerned Government Departments, employees and the members for the confidence reposed by them in the management.

By the order of the Board of Directors Ritco Logistics Limited

Sd/-

Man Mohan Pal Chadha Singh (Chairman & Whole Time Director)

DIN: 01763805

A-28 Rose Wood City, Sector-49 Gurgaon 122001

Place: New Delhi

Date: 05/09/2020