shreeji translogistics ltd share price Directors report

To,

The Members

Shreeji Translogistics Limited

Your Directors are pleased to present the 29^th Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended 31.03.2023	Previous Year ended 31.03.2022	Current Year ended 31.03.2023	Previous Year ended 31.03.2022
	(Rs. in Lac)		(Rs. in Lac)
Revenue from Operations & other Income	18789.34	16682.74	20231.58	16968.14
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional Items and Taxation	2037.63	1974.82	2210.79	2017.80
Less/(Add): Finance Cost	365.10	408.35	365.10	408.35
Less/(Add): Depreciation & Amortisation	335.76	385.60	336.04	385.60
Profit/ (Loss) before Exceptional Items and Taxation	1336.77	1180.87	1509.65	1223.85
Add/(Less) : Exceptional Items – Gain/(Loss)	-	-	-	-
Profit/ (Loss) before Taxation	1336.77	1180.87	1509.65	1223.85
Less/(Add): Prov. for Taxation
– Current	370.24	240.73	415.09	251.54
- Deferred	(1.68)	55.08	(1.68)	55.08
Profit/ (Loss) after Taxation	968.21	885.06	1096.24	917.23
Total other comprehensive income / (loss), net of tax	5.75	4.66	5.75	4.66
Total Comprehensive Income/ (Loss)	973.96	889.72	1101.99	921.89
Total Comprehensive Income/ (Loss) attributable to owners of the Company	973.96	889.72	1104.40	921.89
Total Comprehensive Income/ (Loss) attributable to Non- controlling interests	N.A.	N.A.	(2.41)	--
Add: Opening balance of Retained Earnings	2164.17	1379.28	2207.73	1390.69
Less: Appropriations
- Dividend	104.83	104.83	104.83	104.83
Closing Balance of Retained Earnings	3033.30	2164.17	3207.30	2207.73

Pursuant to a special resolution passed by the members of the Company on 6th January, 2023 by way of Postal Ballot, the Main Objects Clause of the Memorandum of Association of the Company was altered to enable the Company to diversify the scope of its existing business and commence new business of trading, importing, exporting and dealing in automobile accessories and batteries; or any other goods or merchandise. There is no change in the nature of business of the Company except that the Company has commenced trading business in accordance with the aforesaid resolution passed.

2. DIVIDEND

Your Directors are pleased to recommend a final dividend of Re. 0.20/- per equity share of face value of Rs. 2/- each (i.e. at 10 percent of face value) for the year ended 31^st March, 2023.

The final dividend, subject to the approval of Members at the Annual General Meeting, will be paid to the Members whose names appear in the Register of

Members, as on the Record Date to be fixed by the Board in this regard. The total dividend for the financial year amounts to Re. 0.20/- per equity share and will absorb Rs. 104.83 Lac. In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

3. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the year under consideration, after all appropriations and adjustments, is Rs. 3033.30 Lac. The Board has not proposed to transfer any amount to reserves.

4. OPERATIONS

The Company has recorded its highest ever revenue during the financial year under consideration, which was mainly driven by increasing geographical footprints and addition of new clients. During the year, the Company expanded its geographical presence by establishing operations in four new locations: Bhopal, Mundra, Kandla, and Gandhidham. The Company also expanded its fleet size from 287 trucks to 300 trucks during the year in line with its expansion strategy and to enable it to serve more customers and expand service offerings. Further, the Company broadened its services by foraying into Over Dimensional Cargo (ODC) Services to allow the Company to transport heavy cargo materials and over-sized goods for its customers.

The Company also bagged various prestigious awards during the year under consideration like "Premier Bonded Trucking Operator" Award at India Cargo Awards 2022, "Company of the Year - South" Award at TV9 Leaders of Road Transport Awards 2022, "Customs Bonded Trucking Operator of the Year" Award at South East Air Cargo Conclave & Awards 2022 and "Large Fleet Operator of the Year" Award by Apollo (CV).

Standalone

The Company achieved Service Turnover of Rs. 17443.27 Lac during the year under consideration as compared to Service Turnover of Rs. 16255.26 Lac achieved during the previous year, which represents increase of about 7.31%. Further, the Company also achieved Sales Turnover of Rs. 1158.74 Lac during the year under consideration. Net profit after tax during the year under consideration is Rs. 968.21 Lac as compared to net profit after tax of Rs. 885.06 Lac during the previous year, which represents increase of about 9.39%. Your Directors are making constant endeavor to explore new areas to achieve higher turnover and profitability.

Consolidated

The Group achieved Service Turnover of Rs. 18096.41 Lac during the year under consideration as compared to Service Turnover of Rs. 16540.67 Lac achieved during the previous year. Further, the Group also achieved Sales Turnover of Rs. 1944.70 Lac during the year under consideration. The consolidated net profit after tax during the year under consideration is Rs. 1096.24 Lac as compared to consolidated net profit after tax of Rs. 917.23 Lac during the previous year.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended 31^st March, 2023, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is available as a separate section which forms part of the Annual Report.

6. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a report on Corporate Governance along with a certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of the Annual Report.

7. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES, OFFERING OF ESOP AND BUY BACK OF SECURITIES

The Company has not issued equity shares with differential voting rights or sweat equity shares. The Company has not offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

8. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2023 was Rs. 1048.25 Lac.

During the year on 6^th January, 2023, the members of the Company passed an ordinary resolution by way of Postal Ballot approving sub-division (split) of equity shares held by shareholders of the Company. Accordingly, 10,482,525 equity shares of face value of Rs.10/- (Rupees Ten only) each of the Company were sub-divided into 52,412,625 equity shares of face value of Rs. 2/- (Rupees Two only) each fully paid-up w.e.f. 15^th February, 2023 i.e. the Record Date fixed by the Board for the purpose.

9. MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF COMMITTEES OF THE BOARD

Board Meetings

During the year, eight meetings of the Board of Directors were held. The details of meetings and attendance of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meeting of Independent Directors

During the year, one meeting of the Independent Directors was held. The details of meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Meetings of Committees of Directors

The Company has four Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Finance Committee

The composition of aforesaid committees, number of meetings held of each Committee during the year and meetings attended by each member of the Committees are provided in Corporate Governance Report which forms part of the Annual Report. The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

10. DIRECTORS AND KEY MANAGEMENT PERSONNEL – APPOINTMENT & RESIGNATION

Mr. Rajnikant C. Shah and Mr. Mukesh M. Shah, Directors of the Company who retired by rotation, were re-appointed at the Annual General Meeting held on 7^th September, 2022.

The term of appointment of 5 years of Mr. Paresh Ashra as an Independent Director of the Company concluded on 1^st August, 2022. The Board placed on record its appreciation for contributions made by him during his tenure as a Director the Company.

Further, Mrs. Drishti H. Parekhs first term of appointment of 5 years as an Independent Director of the Company also concluded on 1^st August, 2022. Based on the recommendation of Nomination and Remuneration Committee, the Board re-appointed Mrs. Drishti H. Parekh as an Additional Director in the capacity of Non-Executive Independent Director with effect from 2 ^nd August, 2022. Based on the recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Hasmukh C. Shah as an Additional Director in the capacity of Non-Executive Independent Director with effect from 2^nd August, 2022. Thereafter, at the Annual General Meeting of the Company held on 7^th September, 2022, they were appointed/ re-appointed as Non - Executive Independent Directors of the Company, for five years from 2^nd August, 2022 to 1^st August, 2027.

Mr. Bipin C. Shah, Wholetime Director will attain the age of 70 years on 31^st August, 2023. Pursuant to the provisions of Section 196 (3) of the Companies Act, 2013, a special resolution of the members of the Company was passed by way of Postal Ballot on 6^th January, 2023 for continuation of holding of existing office as Wholetime Director by Mr. Bipin C. Shah the age of 70 years and during his current tenure upto 14^th September, 2026.

There was no appointment or resignation of Key Management Personnel during the year. Mr. Divyesh Badiyani resigned as Company Secretary and Compliance Officer of the Company w.e.f.15 ^th April, 2023. Mrs. Himani Dave has been appointed as Company Secretary and Compliance Officer of Company w.e.f. 23^rd May, 2023.

Mr. Bipin C. Shah and Mr. Rupesh M. Shah, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of the Directors proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

11. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent

Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct for Board Members and Senior Management. There has been no change in the circumstances affecting their status as Independent

Directors of the Company. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

12. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The Board of Directors has expressed its satisfaction with the evaluation process.

13. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have 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/ loss of

Company for that period;

(c) that the Directors have taken proper and sufficient care 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;

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that 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.

14. STATUTORY AUDITORS

The members of the Company at the Annual General Meeting held on 28^th September, 2019, approved the appointment of M/s. Dhiraj H. Mehta & Co., Chartered Accountants (Firm Registration No. 145318W), as the Statutory Auditors of the Company to hold the office from the conclusion of the Annual General Meeting (AGM) held on 28^th September, 2019 until the conclusion of AGM of the Company to be held in the year 2024. The Auditors have confirmed that they are not disqualified from being appointed as Auditors of the Company.

15. AUDIT REPORT

The Auditors Report, on the Standalone and Consolidated Financial Statements for the financial year 2022-23 forms part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer.

16. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act, 2013, any instances of frauds committed in the Company by its officers or employees, the details of which needs to be mentioned in this Report.

17. COST RECORDS

The Central Government has not prescribed maintenance of cost records for the Company under Section 148 (1) of the Companies Act, 2013. the

18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

19. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Boards view, there are no material risks, which may threaten the existence of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company has occurred between end of the financial year under review and the date of this Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual Return is placed on the Companys website at http://www.shreejitranslogistics.com under the "Investors" Tab.

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (in Form MGT-9) as part of the Directors Report.

22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has three subsidiary companies– STL Transworld Private Limited, Mihani Trading Private Limited and TKD Digitrans Tech Private Limited. During the year under consideration, one subsidiary named TKD Digitrans Tech Private Limited was incorporated on 16^th September, 2022 and one wholly-owned subsidiary named Mihani Trading Private Limited was incorporated on 27^th September, 2022 The consolidated financial results reflect the of STL Transworld Private Limited (subsidiary), Mihani Trading Private Limited (subsidiary), TKD Digitrans Tech Private Limited (subsidiary) and TKD Communication LLP, which is not an associate company within the meaning of the Companies Act, 2013, but it is an Associate as per the Accounting Standard 21. The Company does not have any joint venture company. Pursuant to Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Subsidiary

Companies in Form AOC-1 is attached herewith as Annexure I and forms part of this Report.

The Audited Financial Statements of the said subsidiary companies are available on the website of the Company under "Investors" tab and shall also be available for inspection by any member at the Registered Office of the Company during hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of the subsidiary companies, may write to the Company Secretary at the Registered Office of your Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the website of the Company.

23. LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

During the year, there is no guarantee given or security provided by the Company covered under Section 186 of the Companies Act, 2013. The Company has given following loans and made the following investments during the year pursuant to Section 186 of the Companies Act, 2013:

Name of the Entity	Relation	Amount (Rs. In Lac)	Particulars of loans, guarantees, investments	Purpose for which loans, guarantees, investments are proposed to be utilised
Mihani Trading Private Limited	Wholly- owned Subsidiary Company	1.00	Investment	Business Purpose
TKD Digitrans Tech Private Limited	Subsidiary Company	0.51	Investment	Business Purpose
TKD Communication LLP	Associate	15.00	Investment	Business Purpose
Amrit Polychem Pvt. Ltd.	--	506.67	Loan Given	Business Purpose
Dev Enterprise	--	58.21	Loan Given	Business Purpose
Kunal Enterprise	--	8.84	Loan Given	Business Purpose

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTSAND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Companys operations in future.

25. DEPOSITS

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https://www.shreejitranslogistics.com/ uploads/Related_Party_Transaction_Policy_-_ Shreeji_Translogistics_Limited.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Board of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. There were no material transactions of the Company with any of its related parties which required approval of the members as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the financial year under review. Your Directors draw attention to Note No. 43 of the financial statements which sets out related party disclosures.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Your Directors are continuously exploring various opportunities to conserve energy and have taken the following initiatives in that direction:

• The Company constantly phases out of old ageing vehicles and ensures new vehicles are continuously inducted in the network. This helps in reducing consumption of fuel.

• The Company is also evaluating various avenues to add CNG vehicles to its fleet to be more fuel efficient and in turn contribute towards conservation.

• The Companys owned trucks are maintained by AMCs by the Original Equipment Manufacturers, thereby enhancing overall service and repair quality. This leads to better performance of the trucks resulting in lower consumption of fuel and lesser carbon footprints.

• The Company encourages and trains its drivers to optimise their driving styles to reduce fuel consumption.

• The Company focuses on optimum utilization of capacity of vehicles, which results in reduced number of trips and distance travelled by the trucks, which in turn reduces energy consumption.

• The Company makes constant endeavours to check power consumption and to optimise the use of energy by using energy-efficient computers and other equipments. The Company uses CFL/LED fixtures to reduce the power consumption.

Technology Absorption:

The Company aims to become a technology-oriented logistics Company and has taken the following initiatives to achieve this goal:

• The Company has installed digital locks across its fleet of trucks for enhanced safety of the goods transported.

• The Companys subsidiary TKD Digitrans Tech Private Limited has an application named TKDOST on Google Play Store and Apple App Store to facilitate faster connects between multiple transporters a seamless and highly integrated transporting solutions.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Rs. 149.38 Lac (Previous Year - Nil)

Foreign Exchange Outgo - Nil (Previous Year - Nil).

28. STATEMENT OF DEVIATION OR VARIATION

During the financial year ended 31 ^st March, 2023, there is no deviation or variation in utilization of proceeds raised by the Company through Initial Public Offer, from the objects stated in the prospectus dated 21^st September, 2017. Further, the said funds have been fully utilized during the year 2017-18.

29. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Sanjay Sangani & Co., Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit of the Company. The

Secretarial Audit Report (in Form MR-3) for the year ended 31^st March, 2023 is attached herewith as Annexure II and forms part of this Report.

The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

31. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities of the Company has been appended as Annexure III to this Report. The

Company was not required to constitute a Corporate Social Responsibility (CSR) Committee in view of the provisions of Section 135 (9) of the Companies Act, 2013.

32. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil Mechanism/ Whistle Blower Policy in place through which it promotes highest standards of professionalism, honesty, integrity and ethical behaviour in all our business activities and under which employees are free to report any actual or potential violation of our code, policies or laws. During the year under review, no employee was denied access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company and can be accessed at https://www. shreejitranslogistics.com/uploads/Whistle_Blower_ Policy-_Shreeji_Translogistics_Limited.pdf.

33. PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure IV of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Companies Act, 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

34. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Committee has framed a Policy in terms of the provisions of Section 178 (3) of the Companies Act, 2013, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). The salient features of the said Policy are -

• It lays down the parameters for appointment of Executive and Non-Executive Directors, KMP and SMP.

• It lays down the parameters for term/tenure of Managing Directors, Wholetime Directors and Independent Directors.

• It lays down the parameters for remuneration to Executive Directors, Non-Executive Directors, KMP, SMP and other employees.

During theyearunder review,therehasbeen nochange to the Policy. The Policy is available on the website of the Company https://www.shreejitranslogistics.com/ uploads/Nomination_and_Remuneration_Policy-_ Shreeji_Translogistics_Limited.pdf

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of ‘Internal Complaints Committee has been created in the Company for time-bound redressal of the complaint made by the victim. The members of the Committee provide for the following measures for safety of the women employees at workplace: a. To formulate the Anti Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place; b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees; c. Provide a safe working environment at the workplace; d. Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

36. PROCEEDINGPENDINGUNDERTHEINSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

37. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

The disclosure under this clause is not applicable as the Company has not done any one time settlement with the banks or financial institutions.

38. ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Rajnikant C. Shah	Narendra C. Shah
Wholetime Director	Wholetime Director
DIN: 00269109	DIN: 00268812

Place: Navi Mumbai Date: 26^th June, 2023