Shree Vasu Logistics Ltd Directors Report.

To

Dear Members,

Your Directors take pleasure in presenting their 13thAnnual Report on the business and operations of the company together with the Audited Financial Statements for the Financial Year ended March 31, 2019.

1. COMPANY SPECIFIC INFORMATION

1.1 Financial summary and highlights

The financial performance of the Company for the year ended on March 31, 2019 and the previous financial year ended March 31, 2018 is given below:

(Rs.in Lakh)

Particulars March 31, March 31,
2019 2018
Revenue from Operations 3589.34 3126.80
Other Income 22.15 15.92
Total income 3611.49 3142.72
Less: Expense (Excluding depreciation) 3178.14 2644.60
Profit before Depreciation 433.35 498.12
Less: Depreciation 206.71 187.85
Profit before Exceptional & extra-ordinary items & Tax 226.64 310.27
Less: Exceptional Item 0.00 0.00
Add/Less: Extra Ordinary 0.00 0.00
Items
Profit before Tax 226.64 310.27
Less: Deferred tax (9.44) (8.67)
Less: Income tax 68.36 93.54
Less: Previous year adjustment of income tax 0.06 0.00
Net Profit/ (Loss) after Tax for the year 167.66 225.40
Dividend(including Interim if any and final) 0.00 0.00
Net Profit after Dividend 167.66 225.40
Tax
Amount Transfer to General 0.00 0.00
Reserves
Balance carried to the 167.66 225.40
Balance Sheet
Earnings per share(Basic) 2.30 20.07
Earnings per share(Diluted) 2.30 20.07

The Company has only one segment of business. Therefore, segment wise reporting is not applicable.

1.2 Financial performance

During the year under review, your Company has achieved total Revenue (i.e. Revenue from Operations & Other income) of Rs. 36.11 crores as against Rs. 31.43 crores for the previous year ended March 31, 2018. Your Company has achieved profit before tax of Rs. 2.27 crores for the current year as against Rs. 3.10 crores for the previous year. Your Company has achieved profit after tax of Rs. 1.68 crores for the current year as against Rs. 2.25 crores for the previous year. Current years profit is less than previous years profit and this reduced profit is due to various expansion plans of the Company carried out at different locations in India. Those business expansion activities may deliver profit in coming years.

1.3 Business operation

As per Press Information Bureau, India continues to remain the fastest growing major economy in the world in 2018-19, despite a slight moderation in its GDP growth from 7.2 per cent in 2017-18 to 6.8 per cent in 2018-19. This has positive impact on Logistics Sector. Indias Logistics sector is the fastest growing sector and the Company is also taking advantage of boom in this sector by implementing various business expansion plans. Though Net Profit of the Company for current year is reduced as compare to Net profit of previous year but this will not affect Companys growth projected by the Board of Directors for financial year 2019-20.

1.4 Transfers to reserves

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

1.5 Dividend for financial year 2018-19

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

1.6 Major events occurred during the year

Listing with National Stock Exchange

Your Board is pleased to inform that the Company had successfully listed on EMERGE platform of National Stock Exchange of India Limited (NSE) with effect from June 4, 2018. Your Company has completed the Initial Public Offer (IPO) comprising of a fresh issue of 20,64,000 equity shares at a price of Rs. 45/- per equity share (inclusive of premium of Rs. 35/- per share). Consequently, the Paid-up share capital of the Company increased from Rs.5.58 crores to Rs. 7.64 crores after successful allotment of fresh issue of shares.

1.7 Material changes and commitments affecting the financial position of the company

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

1.8 Changes in the nature of business

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.

1.9 Details of revision of financial statement or the report

The company has not revised its financial statement or the Report in respect of any of the three preceding financial years; neither voluntarily nor pursuant to the order of a judicial authority.

2. GENERAL INFORMATION

Industry Overview:

The Logistics sector in India is developing gradually since last several years due to infrastructure developments, enhance used of technology and innovative service providers. All these factors resulted into better logistics services with reduced cost. Year 2018-19 was another year for Indian Logistics sectors to shine bright despite of international trade dispute between USA and China. According to the domestic rating agency ICRA, Indian logistics sector is expected to grow at a rate 8-10 per cent over the medium term. This is an improvement over the compound annual growth rate (CAGR) of 7.8 per cent at which the industry grew during the last five years.

3. CAPITAL STRUCTURE:

Authorised Share Capital

During the year under review, there has been no change in Authorized Share Capital of the Company.

Paid Up Share Capital

The Company has allotted 20,64,000 equity shares of Rs. 10 each at issue price of Rs. 45 (Including premium of Rs. 35) by way of Initial Public Offer (IPO) on May 31, 2018. Consequently, the paid-up share capital of the company increased to Rs.7,64,40,000 divided into 76,44,000 Equity Shares of Rs. 10/- each.

4. CREDIT RATING OF SECURITIES

Your Company continues to enjoy a moderate credit rating which denotes a high degree of safety regarding timely servicing of its financial obligations. During the year under review, your Company approached to CARE Ratings Limited to assign ratings to Companys debt obligations. CARE has duly assigned credit ratings on March 18, 2019 which are given hereunder:

Rating Facility
CARE BB+; Stable Long Term Bank facilities
CARE A4+ Short Term Bank facilities

5. MANAGEMENT

5.1 Directors (Appointment/Cessation):

During the year under review, as per the provisions of the Companies Act, 2013, Mr. Kulamani Mohanty (DIN: 08206986) was appointed as Independent Director of your company at 12thAnnual General Meeting of the Company w.e.f September 29, 2018 not liable to retire by rotation for 5 years from date of appointment till September 28, 2023. Mr. Kulamani Mohanty was also appointed as Chairman and Member of Audit Committee and Nomination & Remuneration Committee of the Company w.e.f. October 4, 2018 and Mr. Dhairya Kumar Jhamb (DIN: 01395425) Non-Executive Independent Director of the Company stepped down from the Board of your Company w.e.f. November 13, 2018 by tendering his resignation.

The Board places on record its sincere gratitude and deep appreciation for the valuable contributions made by Mr. Dhairya Kumar Jhamb as Board Member during his association with the Company.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves for Re-Appointment

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and in accordance with Article 145 of the Articles of Association of the Company, Mr. Shree Bhushan Garg (DIN: 01349775) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

5.2 Key Managerial Personnel (Appointment/Cessation)

During the year under review, Mr. Deepak Kumar Sinha (CFO) and Ms. Monalisa Patni (Company Secretary and Compliance Officer) resigned from your Company w.e.f. June 19, 2018 and July 6, 2018 respectively from their respective positions. Subsequently, Ms. Neelam Dahiya was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 6, 2018 and Mr. Rahul Ratch was appointed as Chief Financial Officer of the Company w.e.f. December 12, 2018 However, Mr. Rahul Ratch has resigned from the post of CFO w.e.f. April 21, 2019 after end of the Financial Year 2018-19.

5.3 Composition of Board of Directors

The composition of the Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value.

As on March 31, 2019, the Board of company consists of Five (5) Directors. The composition and category of Directors is as follows:

Category Name of Directors DIN
Promoter & Managing Director Mr. Atul Garg 01349747
Promoter & Wholetime Director Mr. Shree Bhushan Garg 01349775
Non-Executive Director Mrs. Preeti Garg 07048745
Non Executive Independent Director Mr. Chetan Agrawal 00748916
Non Executive Independent Director Mr. Kulamani Mohanty 08206986

5.4 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 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.

5.5 Meetings of the Board

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year under review, the Board of Directors met Ten (10) times and board meetings were held on the following dates as mentioned in the table:

Date of Board Meeting Board Strength Directors Present
1 03-04-2018 5 5
2 09-05-2018 5 5
3 31-05-2018 5 5
4 12-06-2018 5 5
5 04-07-2018 5 5
6 24-08-2018 5 5
7 04-10-2018 6 6
8 12-11-2018 6 4
9 12-12-2018 5 5
10 28-03-2019 5 5

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Name of Directors No. of Meeting entitled to attend No. of meetings attended
Mr. Atul Garg 10 10
Mr. Shree Bhushan Garg 10 10
Mrs. Preeti Garg 10 10
Mr. Chetan Agrawal 10 9
Mr. Dhairya Kumar Jhamb* 8 7
Mr. Kulamani Mohanty** 4 4

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

5.6 Meetings of Independent Directors

The Companys Independent Directors meet once in a financial year without the presence of Executive Directors or Managerial Personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director.

During the year under review, the Independent Directors met on March 28, 2019 inter alia, to discuss:

Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole.
Evaluation of the quality, quantity and timeliness of flow of information between the management and the

Board that is necessary for the Board to effectively and reasonably perform its duties.

5.7 Committees of the Board
The Board of Directors has constituted three Committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Details of all the Committees along with their composition and meetings held during the year are provided in Annexure-I.

5.8 Evaluation of the Boards Performance

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board &Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

5.9 Nomination and Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks. c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at the website www.shreevasulogistics.com on the link https://bit.ly/2Zhop6T

5.10 Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) 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 as at March 31, 2019 and of the profit of the Company for the year ended on that date;
c) The Directors 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) The Directors have prepared the annual accounts on a ‘going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) 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.

5.11 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.

5.12 Remuneration of Directors and Employees of Company

The statement of disclosure of Remuneration under Section 197 (12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is appended as Annexure II to this Report. Having regard to the provisions of Section 136 of the Companies Act, 2013,the Annual Report, excluding the information as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Rules is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt to written request delivered at the Registered Office of the Company in a separate annexure forming part of this Report.

5.13 Internal Financial Controls

Your Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Your Company does not have any Subsidiaries, Joint Ventures and Associates.

7 DEPOSITS

During the year under review, your Company has not accepted any public deposit within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

8 PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of loans, guarantees and investments as required under the provisions of Section 186 of the Act are given in the standalone financial statements.

9 CONTRACTS AND 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.

There have been no materially significant related party transactions between the Company and the Directors, the management or the relatives except for those disclosed in the financial statements. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

10 CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of section 135 of the Companies Act, 2013 is not applicable to the Company since your Company does not fall under the criteria prescribed under the said section.

However, your Company adheres to contribute for wellness of the community and environment.

11 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 III and form part of this report.

12 RISK MANAGEMENT

Risk management of the Company promotes a proactive approach in reporting, evaluating and mitigating risks associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Group (at Senior Management Level). Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Companys risk appetite and risk tolerance levels to reduce the potential impact of the risk when it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed. Although the company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the company the process for the mitigation of the risk is defined under the risk management policy of the company which is available for the access on the website www.shreevasulogistics.com at the link https://bit.ly/2MtZBq6

13 VIGIL MECHANISM (WHISTLE BLOWER POLICY):

By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism. Details of establishment of the Vigil Mechanism have been uploaded on the Companys website at https://bit.ly/2Mu0RcW

14 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

15 AUDITORS OF THE COMPANY:

15.1 Statutory Auditors

The Members of the Company had, at their 12th AGM held on September 29, 2018, appointed M/s. Agrawal & Pansari, Chartered Accountants, (FRN: 003350C) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of the 12th AGM up to the conclusion of 17th AGM of the Company to be held in the year 2023. 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 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. And, therefore, it does not call for any further comments from the Board of Directors.

15.2 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 at its meeting held on August 24, 2018 had appointed Ms. Mini Agrawal, Practicing Company Secretary, (CP No. 3883) as the Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2018-19.

Secretarial Audit Report

The Company has obtained a Secretarial Audit Report for the financial year ended March 31, 2019 from Mrs. Mini Agrawal, Practicing Company Secretary and Secretarial Auditor of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Unmodified Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that the Company has failed to comply with Regulation 13 (3) of Listing Regulations w.r.t. filing of statement of investor complaints for the quarter ended June 30, 2018,within the prescribed timeline of 21 days of the end of quarter. The Board represents that the above non-compliance was due to the inadvertence. And, as soon as the above non-compliance came to the knowledge of the Company, it had submitted the said statement on July 30, 2018. 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 March 31, 2019 has been annexed to this Board Report as Annexure IV and forms part of this Annual Report.

15.3 Internal Auditor

The Board, on recommendation of the Audit Committee, had appointed an Internal Auditor of your Company in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014 for the Financial Year 2018-19 at its meeting held on August 24, 2018.

15.4 Cost Audit

Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

16 COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors are adhered to comply 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..

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

17 ANNUAL RETURN

The Annual Return of the Company for the year ended March 31, 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.shreevasulogistics.com/Annual_Return.aspx

The extract of Annual Return in prescribed Form No. MGT-9 is annexed as Annexure V and forms part of this report.

18 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them. Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the provisions of Section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal, during the calendar year 2018-2019 is as under:

Number of cases pending as on the beginning of the financial year NIL
Number of complaints filed during the financial year NIL
Number of cases pending as on the end of the financial year NIL

19 POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are available for the access at the website www.shreevasulogistics.com at http://www.shreevasulogistics.com/Policies.aspx as follows:

19.1 Code of Conduct of Board of Directors & Senior Management

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. The Board of Directors has laid down a code of Conduct, for better transparency and Accountability for all the Board Members and Employees of the Company. All the Board members and senior management personnel have confirmed with the code as provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and Senior Management for the year ended March 31, 2019 and a Declaration in this regard is attached as Annexure VI.

It describes their responsibility and accountability towards the company which is available for the access at the website www.shreevasulogistics.com at the link https://bit.ly/2ZcOfsI

19.2 Determination of Materiality of Information & Events

As your Company has become a Listed entity, investors of the entity also expect more and more information from the company, so under this policy the management of the company determines the material events of the company and discloses them for the investors. Under this policy company may decide all those events and information which are material and important for the investors about the company which is available for access at the website www.shreevasulogistics.com on the link https://bit.ly/2NmIfeL

19.3 Familiarization Program of Independent Directors

Under Familiarization Program all Independent Directors (IDs) inducted into the Board are given orientations, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Companys business operations. The new IDs are given an orientation on our products, group structure, board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. This policy includes keeping updated to the independent directors about the working of the company and projects in which company is involved various programs are conducted by the company for the IDs which is available for the access at the website www.shreevasulogistics.com at the link https://bit.ly/31Q2p4L

19.4 Code of Conduct to Regulate, Monitor and Report Insider Trading

The important and price sensitive information are required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company. The definition of insider includes all the persons connected with the company including the all employees. This policy is applicable to all employees and KMPs of the company. They are expected to not disclose the confidential information of the company which affects the performance of the company which is available for the access at the website www.shreevasulogistics.comon the link https://bit.ly/2MqGOw1

a. Code of Fair Disclosure of Unpublished Price

Sensitive Information

The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information and ‘Code of Conduct for Prevention of Insider Trading in Securities of Shree Vasu Logistics Limited ("Code of Conduct under PIT") in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time ("SEBI Insider Regulations").

The Insider Trading Code has been formulated to regulate, monitor and ensure reporting of trading by the Employees and Connected Persons designated on the basis of their functional role in the Company, towards achieving compliance with the SEBI Insider Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom the said Code is applicable. The Insider Trading Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of violations.

During the year under review, in compliance with the amendments to the SEBI Insider Regulations, the Company adopted the following effective from 1 April 2019:

i. Policy for determination of "Legitimate Purpose" as part of the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information;
ii. Amended Code of Conduct under PIT Regulation with procedure for inquiry in case of leak/suspected leak of Unpublished Price Sensitive Information;

The updated Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information is published on the website of the Company which is effective from 01/04/2019. A Policy for Determination of Legitimate Purposes is also formed by the Company as part of Code of Fair Disclosure of Unpublished Price

Sensitive Information. The policy is available for the access at the website www.shreevasulogistics.com on the link https://bit.ly/2NjbrDj

b. Awareness and Training on Prevention of Insider

Trading

During the year, the Company has laid down systems and processes in connection therewith and has taken several initiatives to increase awareness amongst designated employees and other employees on the applicability, reporting and other provisions of the Companys Insider Trading Code, UPSI Leakage Policy and the SEBI Insider Regulations which included dissemination of compliances to be followed, dos and donts, inductions etc.

c. Compliance Officer:

Ms. Neelam Dahiya, Company Secretary, has been designated as Compliance Officer and Investor Relationship Officer for dealing with dissemination of information and disclosure of Unpublished Price Sensitive Information and regulating, monitoring, trading and report on trading by the Insiders as required under the SEBI Insider Regulations.

19.5 Policy for Preservation of Documents

The Corporate records need to be kept at the places and manner defined under the Act; policy relating to that for the safe keeping of the documents is available on website and can be viewed at the website www.shreevasulogistics.com on the link https://bit.ly/2KUkEz6

19.6 Risk Management Policy

Risk is the part of the every ones life, while running any business there are many kind of risks involved. To minimize the business risk and all the factors that will negatively affect the organization, every company tries to follow certain procedure for the forecasting of the risk and its management. Your Company has also framed a policy relating to this which is available at the website and can be viewed at https://bit.ly/2MtZBq6

19.7 Terms and Conditions for Appointment of Independent Directors

Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013. They are skilled, experienced and knowledgeable persons. They are required on the board to take improved and better decisions. The Company has framed policy relating to their appointment which will be helpful for the board. This policy is available at the website and can be viewed at the link https://bit.ly/33IBpG9

20 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The operations of the company are reviewed in a detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Boards Report as Annexure-VII.

21 OTHER DISCLOSURES

Your Directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events related to these items during the year under review:

21.1 Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply to the Company.

21.2 Corporate Governance

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company but the Company adheres to good corporate practices at all times.Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

21.3 Particulars of Employees and Human Resource Development

Your Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. Your Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in India remain to be high. This is a challenge as only growth can fulfill these aspirations and in todays market scenarios one has to perform extraordinarily to achieve growth.

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

Your Company has always provided a congenial atmosphere for work to all employees. Your Company is committed to respect universal human rights. To that end, your Company practices and seeks to work with business associates who believe and promote these standards. Your Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. Your Company provides opportunities to all its employees to improve their skills and capabilities. Your Companys commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.

Your Company provides an equal opportunity to all its employees and does not discriminate on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

21.4 Investors Education and Protection Fund

During the year under review no such events occurred which required to be reported under this category.

21.5 Disclosures with respect to demat suspense account/ unclaimed suspense account

During the year under review no such shares in the demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

ATUL GARG SHREE BHUSHAN GARG
Managing Director Wholetime Director
DIN: 01349747 DIN: 01349775
Place: Raipur
Date: August 10, 2019