Shreeji Translogistics Ltd Directors Report.

To,

The Members

SHREEJI TRANSLOGISTICS LIMITED,

{Formerly Known As : SHREEJI TRANSPORT SERVICES PRIVATE LIMITED }

Your Directors present the Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2019.

FINANCIAL RESULTS

Standalone Consolidated
Current Previous Current Previous
PARTICULARS Year ended Year ended Year ended Year ended
31.03.2019 31.03.2018 31.03.2019 31.03.2018

(Rs. in Lac)

(Rs. in Lac)

Revenue from Operations & other Income 12479.31 11049.52 12479.31 11049.52
Profit before Depreciation,
Finance Cost and Taxation 1254.29 1191.97 1254.06 1191.49
Less : Finance Cost 351.44 311.91 351.44 311.91
Less : Depreciation & Amortisation 349.01 394.34 349.01 394.34
Profit before Taxation 553.84 485.72 553.61 485.24
Less : Prov. for Taxation
Current 136.46 167.52 136.46 167.52
- Deferred 29.79 13.92 29.79 13.92
Profit after Taxation 387.59 304.28 387.36 303.8
Add : Balance as per Balance Sheet b/f 1440.36 1136.08 1439.88 1136.08
Less : Appropriations
- Proposed Dividend -- -- -- --
- Dividend Tax -- -- -- --
- Transfer to General Reserve -- -- -- --
Balance c/fd to the Balance Sheet 1827.95 1440.36 1827.24 1439.88

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

DIVIDEND

In order to conserve resources for working capital requirements of the Company, your directors have not recommended any dividend for the year under review

OPERATIONS

Standalone

The Company achieved Service Turnover of Rs. 12320.81 Lac during the year under consideration as compared to Service Turnover of Rs. 10861.48 Lac achieved during the previous year, which represents increase of about 13.44%. Net profit after tax during the year under consideration is Rs. 387.59 Lac as against net profit after tax of Rs. 304.28 Lac during the previous year. Your Directors are making constant endeavor to explore new areas to achieve higher turnover and profitability.

Consolidated

The wholly owned subsidiary company of the Company STL Transworld Private Limited has not achieved any turnover during the year under consideration and during the previous year and accordingly, the Group Service Turnover remains same as Standalone Service Turnover of Rs. 12320.81 Lac during the year under consideration and Rs. 10861.48 Lac during the previous year. The consolidated net profit after tax for the year is Rs. 387.36 Lac as against consolidated net profit after tax of Rs. 303.80 Lac during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2019, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available as a separate section which forms part of the Annual Report.

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.

MEETINGS OF THE BOARD OF DIRECTORS & COMMITTEES OF THE BOARD

Board Meetings

Eight Meetings of the Board of Directors of the Company were held during the year under consideration. The dates of the said Meetings are 10/04/2018, 30/05/2018, 02/07/2018, 14/07/2018, 23/08/2018, 14/11/2018, 13/12/2018 and 18/03/2019. The details of composition of the Board and attendance of Directors at the Board Meetings are given below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2018-19
Mr. Narendra C. Shah 7 / 8
Mr. Mahendra C. Shah 6 / 8
Mr. Rajnikant C. Shah 7 / 8
Mr. Bipin C. Shah 7 / 8
Mr. Mukesh M. Shah 7 / 8
Mr. Rupesh M. Shah 6 / 8
Mr. Paresh H. Ashra 5 / 8
Mr. Utpal R. Desai 5 / 8
Mrs. Drishti H. Parekh 5 / 8

Audit Committee Meetings & Recommendation of Audit Committee

Four Meetings of Audit Committee were held during the year under consideration. The dates of the said Meetings are 30/05/2018, 23/08/2018, 14/11/2018 and 05/03/2019. The details of composition of the Audit Committee and attendance of the Directors at the Audit Committee Meetings are given below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2018-19
Mr. Paresh H. Ashra 4 / 4
Mr. Utpal R. Desai 4 / 4
Mr. Rajnikant C. Shah 4 / 4

The recommendations of the Audit Committee, as and when made to the Board, have been accepted by it.

Nomination & Remuneration Committee Meetings

Two Meetings of Nomination & Remuneration Committee were held during the year under consideration on 14/11/2018 and 18/03/2019. The details of composition of the Nomination & Remuneration Committee and attendance of the Directors at the Nomination & Remuneration Committee Meetings are given below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2018-19
Mr. Utpal R. Desai 2 / 2
Mr. Paresh H. Ashra 2 / 2
Mrs. Drishti H. Parekh 2 / 2

Stakeholders Relationship Committee Meetings

One Meeting of Stakeholders Relationship Committee was held during the year under consideration on 18/03/2019. The details of composition of the Stakeholders Relationship Committee and attendance of the Directors at the Stakeholders Relationship Committee Meetings are given below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2018-19
Mr. Utpal R. Desai 1/1
Mr. Paresh H. Ashra 1/1
Mr. Rupesh M. Shah 1/1

Meeting of Independent Directors

One Meeting of Independent Directors was held during the year under consideration on 18/03/2019 which was attended by all 3 Independent Directors Mr. Utpal R. Desai, Mr. Paresh H. Ashra and Mrs. Drishti H. Parekh.

DIRECTORS AND KEY MANAGEMENT PERSONNEL APPOINTMENT & RESIGNATION

There was no appointment or resignation of Director or Key Management Personnel during the year.

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 29th September 2018.

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

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, 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 Act.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 January 5, 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..

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make 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.

AUDITORS

M/s. Sanjay C. Shah & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and their tenure as the Statutory Auditors will come to an end at the conclusion of the ensuing Annual General Meeting. In view of the same, the Board has, based on the recommendation of the Audit Committee, proposed the appointment of M/s. Dhiraj H. Mehta & Co., Chartered Accountants, (Firm Registration No. 145318W), as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2024.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. Dhiraj H. Mehta & Co., Chartered Accountants, to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The members are requested to appoint the Statutory Auditors and fix their remuneration.

AUDIT REPORT

The Auditors Report, on the Standalone and Consolidated Financial Statements for the financial year 2018-19 forms part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer

COST RECORDS

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

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.

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.

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.

EXTRACT OF ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form No. MGT-9 is attached herewith as Annexure I and forms part of this Report.

The Annual Return is placed on the Companys website http://www.shreejitranslogistics.com under the "Investors"

Tab.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has one wholly owned subsidiary company STL Transworld Private Limited. 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 II and forms part of this Report. The Company does not have any material subsidiary company, joint venture company or an associate company.

The Audited Financial Statements of the said subsidiary company are available on the website of the Company http://www.shreejitranslogistics.com under "Investors" 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 and separate accounts in respect of subsidiary company are available on the website of the Company.

LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY

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

Name of the Entity Relation Amount (Rs.) Particulars of loans, guarantees, investments Purpose for which loans, guarantees, investments are proposed to be utilised
Wholly 23,400/-
STL Transworld
Owned (Aggregate Loan given Business purpose
Private Limited
Subsidiary 71,266/-)

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

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

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 regarding Corporate Social Responsibility are not applicable to the Company for the year ended 31st March, 2019.

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.

CONTRACT OR ARRANGEMENT WITH 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. 29 of the financial statements which sets out related party disclosures.

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.

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.

STATEMENT OF DEVIATION OR VARIATION

During the financial year ended 31st March, 2019, 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 21/09/2017. Further, the said funds have been fully utilized during the year 2017-18.

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 31st March, 2019 is attached herewith as Annexure III and forms part of this Report.

In respect of remark in the Secretarial Audit Report, we have to state that the Company is in the process of obtaining registrations under Carriage by Road Act, 2007 and Motor Transport Workers Act, 1961.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy broadly cover instances of fraudulent financial reporting, financial irregularities, misappropriation/ misuse of the company resources, manipulation of company data/ records, breach of contract, etc. The Policy provides adequate safeguard against victimisation of employee(s)/ director(s) who raise the concern and have access to Whole-time Director/ Chairman of Audit Committee who are entrusted to oversee the whistle blower mechanism. The Policy is available on the website of the Company http://www.shreejitranslogistics.com/uploads/whistle-blower.pdf.

PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Act 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 Act, 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.

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 Act 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 and Senior Management Personnel. The said Policy is annexed as Annexure V and forms part of this Report.

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 the 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.

ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders.

For and on behalf of the Board
RAJNIKANT C. SHAH MAHENDRA C. SHAH
Wholetime Director Wholetime Director
Mumbai, 30th May, 2019 DIN : 00269109 DIN : 00268971