shreeji translogistics ltd share price Directors report


To,

The Members

Shreeji Translogistics Limited

Your Directors are pleased to present the 28th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2022.

1. FINANCIAL RESULTS

Standalone Consolidated
Particulars Current Year ended 31.03.2022 Previous Year ended 31.03.2021 Current Year ended 31.03.2022 Previous Year ended 31.03.2021
(Rs. in Lac) (Rs. in Lac)
Revenue from Operations & other Income 16440.28 10873.38 16725.69 10998.50
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional Items and Taxation 1737.05 756.48 1780.01 765.19
Less/(Add): Finance 408.35 421.47 408.35 421.47
Cost
Less/(Add): 385.60 430.92 385.60 430.92
Depreciation & Amortisation
Profit/ (Loss) before Exceptional Items and Taxation 943.10 (95.91) 986.06 (87.20)
Add/(Less) : 239.46 239.46
Exceptional Items - Gain/(Loss)
Profit/ (Loss) before Taxation 1182.56 (95.91) 1225.52 (87.20)
Less/(Add): Prov. for
Taxation
- Current 240.73 - 251.54 2.19
- Deferred 55.08 12.13 55.08 12.08
- Short/(Excess) Provision of earlier years 1.19 1.19
Profit/ (Loss) after Taxation 886.75 (109.23) 918.90 (102.66)
Add: Opening balance of Retained Earnings 1367.89 1477.12 1379.30 1481.96
Less: Appropriations
- Interim Dividend 104.83 - 104.83 -
Closing Balance of Retained Earnings 2149.81 1367.89 2193.37 1379.30

There is no change in the nature of business of the Company.

2. DIVIDEND

Your Directors are pleased to recommend a final dividend of Re. 1/- per equity share of face value of Rs. 10/- each (i.e. at 10 percent of face value) for the year ended 31st March, 2022. The interim dividend of Re. 1/- per equity share was paid in July 2021.

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, including the proposed final dividend, amounts to Rs. 2/- per equity share and will absorb Rs. 209.65 lacs. 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. 2149.81 Lac. The Board has not proposed to transfer any amount to reserves.

4. OPERATIONS

The Company commenced the financial year amidst a global upheaval due to the COVID-19 pandemic. The environment continued to be challenging due to a relapse of the pandemic in the country, supply chain disruptions and continuous rise in commodity prices and operational costs. The situation showed signs of improvement with gradual reduction in commodity prices in the last quarter of FY 2021-22.

Standalone

The Company achieved Service Turnover of Rs. 16255.26 Lac during the year under consideration as compared to Service Turnover of Rs. 10672.75 Lac achieved during the previous year which represents increase of about 52.30%. Net profit after tax during the year under consideration is Rs. 886.75 Lac as compared to net loss after tax of Rs. 109.23 Lac during the previous year. Your Directors are making constant endeavor to explore new areas to achieve higher turnover and profitability.

Consolidated

The Group achieved Service Turnover of Rs. 16540.67 Lac during the year under consideration as compared to Service Turnover of Rs. 10797.87 Lac achieved during the previous year. The consolidated net profit after tax during the year under consideration is Rs. 918.90 Lac as compared to consolidated net loss after tax of Rs. 102.66 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 31st March, 2022, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 ("Listing Regulations"), is available as a separate section which forms part of the Annual Report.

6. CORPORATE GOVERNANCE REPORT

On Migration of the Companys listed equity shares from SME platform of BSE Limited to the Main Board of BSE Limited with effect from 17th January, 2022, the Company has complied with the Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of the Listing Regulations. A report on Corporate Governance pursuant to Schedule V of the Listing Regulations together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of the Listing Regulations 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. MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF COMMITTEES OF THE BOARD

Board Meetings

During the year, eleven 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 Board.

9. DIRECTORS AND KEY MANAGEMENT PERSONNEL - APPOINTMENT & RESIGNATION

Mr. Narendra C. Shah and Mr. Mahendra C. Shah, Directors of the Company who retired by rotation, were re-appointed at the Annual General Meeting held on 27th September, 2021.

Mr. Bipin C. Shah, Mr. Narendra C. Shah, Mr. Rajnikant C. Shah, Mr. Mukesh M. Shah, Mr. Mahendra C. Shah and Mr. Rupesh M. Shah were re-appointed as Wholetime Directors of the Company at the Annual General Meeting of the Company held on 27th September, 2021, for a period of 5 years from 15th September, 2021 to 14th September, 2026.

Mr. Shailesh S. Kamdar, Mr. Dharmendra D. Vora, Mr. Satish R. Shah and Mr. Vivek U. Shah were appointed as Additional Directors in the capacity of Non-Executive Independent Directors with effect from 28th November, 2020, Thereafter, at the Annual General Meeting of the Company held on 27th September, 2021, they were appointed as Non - Executive Independent Directors of the Company, for five years from 28th November, 2020 to 27th November, 2025.

Ms. Chanda Kanojiya resigned as Company Secretary and Compliance Officer of the Company w.e.f. 11th January, 2022. Mr. Divyesh Badiyani has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 11th January, 2022.

Mr. Harshal Bipin Shah has been appointed as Chief Executive Officer of the Company w.e.f. 10th February, 2022.

Mr. Rajnikant C. Shah and Mr. Mukesh 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.

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

11. 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 performance of non-independent directors, the Board as a whole was evaluated in a separate meeting of independent directors, taking into account the views of executive directors and non-executive directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Internal Structured Questionnaire was prepared in accordance with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017, which were circulated to the Directors and/ or Committee Members for their feedback/ comments. The Confidential Questionnaire was responded to by the Directors and their feedback/ comments were received on how the Board currently operates and how it can enhance its effectiveness.

The Board of Directors has expressed its satisfaction with the evaluation process.

12. 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 in 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 the 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.

13. STATUTORY AUDITORS

The members of the Company at the Annual General Meeting held on 28th September, 2019, approved the appointment of M/s. Dhiraj H. Mehta &amp; 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 28th 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 re-appointed as Auditors of the Company.</p>

14. AUDIT REPORT

The Auditors Report, on the Standalone and Consolidated Financial Statements for the financial year 2021-22 forms part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer.

15. 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.

16. COST RECORDS

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

17. 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.

18. 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.

19. 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 which has occurred between end of the financial year under review and the date of this Report.

20. MIGRATION TO MAIN BOARD OF BSE LIMITED

The Company had made an application for Migration of the Companys listed Equity Shares from SME Platform of BSE Limited to the Main Board of BSE Limited and received the final approval from BSE Limited on 13th January, 2022. Accordingly, Equity Shares of the Company are listed on the Main Board of BSE Limited with effect from 17th January, 2022.

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 &quot;Investors&quot; 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 one wholly owned subsidiary company- STL Transworld Private Limited, which is not a material subsidiary company. The consolidated financial results reflect the operations of STL Transworld 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 Company in Form AOC-1 is attached herewith as Annexure I and forms part of this Report.

The Audited Financial Statements of the said subsidiary company are available on the website of the Company under &quot;Investors&quot; tab and shall also be available for inspection by any member at the Registered Office of the Company during business 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 company, 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 Lakhs) Particulars of loans, guarantees, investments Purpose for which loans, guarantees, investments are proposed to be utilised
Amrit Polychem Pvt Ltd -- 235.00 Loan Given Business Purpose
Dev Enterprise -- 50.00 Loan Given Business Purpose
STL Transworld Private Limited Wholly-owned Subsidiary Company 18.84 Loan Given Business Purpose
TKD Communications LLP Associate 5.50 Investment Business Purpose

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND 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.shreeiitranslogistics.com/ uploads/Related Party Transaction Policy - Shreeii 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.

There is no contract or arrangement made during the year with related parties which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Your Directors draw attention to Note No. 32 of the financial statements which sets out related party disclosures.

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

The Companys operations involve low energy consumption. However, constant endeavours are made 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.

There was no foreign exchange earnings and outgo during the year (foreign exchange earnings in the previous year was Rs. 28.31 Lacs).

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable.

28. STATEMENT OF DEVIATION OR VARIATION

During the financial year ended 31st March, 2022, 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 21st 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 &amp; 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 31st March, 2022 is attached herewith as Annexure II and forms part of this Report.

In respect of remark in the Secretarial Audit Report, we have to state that there was a delay in submission of Financial Results for the half year ended 30th September, 2021 to BSE Limited by 16 days, due to unavoidable circumstances because of medical exigency and the Company has submitted disclosure of reasons for delay in submission of Financial Results to BSE Limited and also paid the fine to BSE Limited in respect of the same. The Company has obtained registration under The Carriage by Road Act, 2007 w.e.f. 28/12/2021 and The Motor Transport Workers Act, 1961 w.e.f. 11/03/2022.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

31. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 regarding Corporate Social Responsibility are not applicable to the Company during the year under consideration.

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 we promote 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. shreeiitranslogistics.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 III 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 &amp; 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 the year under review, there has been no change to the Policy. The Policy is available on the website of the Company https://www.shreejitranslogistics.com/ uploads/Nomination and Remuneration Policv- Shreeji Translogistics Limited.pdf

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &amp; 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 &amp; 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 &#145;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. PROCEEDING PENDING UNDER THE INSOLVENCY 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: 10th May, 2022