The Board of Directors is pleased to present the Annual Report of
Snowman Logistics Limited ("the Company") together with the audited financial
statements for the financial year ended 31 March 2023.
The Indian cold chain industry, overall, is still considered to be
relatively unorganised, and there is significant opportunity for growth of organised
players like your company which has developed infrastructure at par with international
standards in the cold chain warehousing space. With India projected to become the
worlds fifth-largest economy by 2027, there is an anticipated increase in
investments in the supply chain infrastructure in the coming years.
In response to the escalating demand for cold chain logistics services
driven by factors such as e-commerce growth, international trade activities, and the
complexities of modern supply chains, Snowman Logistics has continued to expand its
capacities and now launched 5PL (Fifth-Party Logistics) services in India, making us the
first company in the industry to do so. This strategic move allows us to provide
comprehensive end-to-end solutions that address the evolving needs of our clients, further
strengthening our position as the market leader in the cold chain logistics sector.
(Rs. In lakhs)
During the year 2022-23, the company clocked revenue of INR. 417.65
Crores as against to INR. 286.17 Crores during the previous year. EBITDA increased to INR.
96.07 Crores from INR. 73.79 Crores as compared to previous financial year and PAT
increased to INR 13.40 Crore from INR. 1.68 Crore during the previous year.
There is no significant change (i.e. change of 25% or more as compared
to the immediately previous financial year) in the key financial ratios
Snowman Logistics Limited is a leading player in the Indian cold chain
logistics industry, renowned for its advanced technology and state-of-the-art
infrastructure. With its vast network of temperature-controlled warehouses and
refrigerated trucks, the company offers a comprehensive range of end-to-end supply chain
solutions to various industry sector such as food, pharmaceuticals, retail, and FMCG. The
companys advanced technology allows it to provide inventory management, order
processing, and distribution services to its customers, making it a one-stop- shop for all
cold chain logistics requirements. Our focus on quality, reliability, and customer
satisfaction has earned us a reputation as a trusted partner for businesses seeking
efficient and cost-effective cold chain logistics services in India. The companys
experienced team of professionals works tirelessly to ensure the safe and timely delivery
of goods, providing customers with peace of mind and assurance that their products are in
safe hands. With its commitment to innovation and excellence, the company is
well-positioned to meet the evolving needs of businesses in the dynamic Indian market.
The Indian cold chain market is experiencing growth due to the rise in
organised food retail, increasing production and consumption of perishable food products,
and growing demand for processed food products. The industry is further supported by
rising consumer disposable income, a growing middle-class population, rapid urbanization,
and industrialisation. Favourable government policies and the establishment of mega food
parks are providing a boost to the industry. Additionally, there is a growing demand for
effective cold chain facilities from the healthcare sector, which is expected to drive
industry growth. The anticipated growth in Indias vaccines, biopharmaceutical, and
clinical trials industry is also expected to fuel strong demand for cold chain facilities
in the forecast period. Further, clients with industrial products that require specialised
handling such as flagship phone batteries and specialised chemicals, having a mix of both
cold & dry logistics requirement, are looking for high quality service providers for
storage and transportation.
While the company faces competition in all its regions, the company has
differentiated itself by investing into international standard infrastructure thereby
establishing itself as the leading integrated temperature-controlled logistics service
provider operating on a pan-India basis. In an effort to expand its operations and
diversify its offerings, apart from increasing our cold chain capacities, we have recently
ventured into storing specialised products such as industrial chemicals, opening our
first-ever state-of-the-art A-Grade dry warehouse for the chemical industry in Tamil Nadu.
The move is expected to further strengthen the companys position in the market and
drive growth in the coming years. Despite the intense competition in the industry, we
remain focused on delivering top-quality services to its customers, while constantly
exploring new opportunities for growth and innovation.
Statements made in this report, particularly those which relate to
Management Discussion and Analysis, describing the Companys objectives, projections,
estimates and expectations may constitute "forward looking statements" within
the meaning of applicable laws and regulations. Actual results might vary materially from
those either expressed or implied.
The paid-up share capital of your company is 167,087,995 equity shares
of Rs.10/- each. There were no changes during the year.
The Company has declared and paid an interim dividend of Re. 0.75/- per
equity share of face value of Rs.10/- each amounting to Rs.1,253 Lakhs, subject to
deduction of TDS, for the financial year 2022-23. The Interim dividend pay- out is in
accordance with your Companys dividend distribution policy and is paid out of free
reserves available for this purpose. Your Company does not recommend Final Dividend for
the financial year 2022-23.
The Company has carried forward profit amounting to Rs. 1,340 Lakhs,
earned during the year, to the Reserves. The Company had accumulated profits Rs. 5,549
Lakhs as at March 31, 2023.
The Company has formulated a Dividend Distribution Policy which has
been approved by the Board. In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), the policy is hosted on the website of the Company
at https://drive.google.com/file/d/1CP8-rJqTuzHq5v2HoS5vwLoXtl2Zzm4q/view.
As on date of this report, the Board of Directors of the Company
comprises 8(Eight) Directors of which four are Non- Executive Independent Directors in
terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Section 149(6) of the Companies Act, 2013.
- Changes in Board Composition during FY 2022-23
At the 29th Annual General Meeting (AGM) held on September 20,
2022, the shareholders of the Company approved the following:
Based on the recommendation of Nomination & Remuneration
Committee and the Board of Directors and in accordance with the provisions of Companies
Act, 2013 and the Listing Regulations, Mrs. Vanita Yadav (DIN: 09449130) was appointed as
Independent Director of the Company for a term of 5 (Five) consecutive years with effect
from 25 April 2022 and the same was approved by the Members vide special resolution passed
through postal ballot(Postal Ballot Notice dated May 16, 2022) by voting through
electronic means (remote e-voting)
Mrs. Shukla Wassan (DIN: 02770898) ceased to hold office as an
Independent Director of the Company, with effect from the close of business hours on May
15, 2022, pursuant to the completion of her first term of two
(2) years.
Section 152(6) of the Act provides that not less than two-thirds of
the total number of directors of a public company shall be liable to retire by rotation,
and that one-third of such directors as are liable to retire by rotation shall retire from
office at every AGM.
In accordance with the provisions of the Act, Mr. Prem Kishan Dass
Gupta (DIN 00011670), Non-Executive Director, being longest in office since his last
appointment, who retires by rotation and being eligible, offers himself for
re-appointment. Resolution seeking shareholders approval for his re-appointment
along with other required details forms part of the Notice.
None of the Directors are disqualified from being appointed as
‘Director, pursuant to Section 164 of the Act or under any other applicable
law.
The Company has obtained a Certificate from Mr. Nagendra D. Rao,
Practicing Company Secretary (Membership No FCS 5553, CP No. 7731), confirming that none
of the Directors of the Company are debarred or disqualified from being appointed or
continuing as Director on the Board by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any other regulatory authority.
All Independent Directors have given declarations stating that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Board is of the opinion that all the Independent Directors fulfill the conditions relating
to their status as Independent Director as specified under Section 149 of the Act and the
Rules made thereunder and applicable provisions of the SEBI Listing Regulations and are
independent of the management.
The information related to remuneration of director as required under
Section 197(12) of the Act is given at the end of the report.
- Key Managerial Personnel and changes, if any
As at March 31, 2023, the following are the KMPs of the Company:
- Mr. Sunil Prabhakaran Nair, CEO & Whole-Time Director
- Mr. N Balakrishna, Chief Financial officer
- Mr. Kiran George, Company Secretary & Compliance Officer
During the year under review, Mr. A M Sundar, who retired from the
services of the Company as Chief Financial officer & Company Secretary with effect
from closing business hours of July 31, 2022.
The Board at its meeting held on August 1, 2022 appointed Mr. Kannan S
as Chief Financial Officer and Mr. Kiran George as Company Secretary & Compliance
Officer of the Company with effect from August 1, 2022.
Mr. Kannan S, Chief Financial Officer resigned with effect from closing
business hours of August 06, 2022.
The Board at its meeting held on January 24, 2023 appointed Mr. N
Balakrishna as Chief Financial Officer of the Company with effect from January 24, 2023.
Nomination, Remuneration and Board Evaluation Policy
The Nomination, Remuneration and Board Evaluation Policy contains
the criteria for determining qualifications, positive attributes and independence of a
director and policy relating to the remuneration for the directors, key managerial
personnel and other employees of the Company. The Nomination and Remuneration Policy forms
part of this report as "Annexure C" and are also available on the website
of the Company.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of the performance of the Board, its Committees and of individual
directors as well as the evaluation of the working of its Committees. The manner in which
the evaluation has been carried out has been explained in the Corporate Governance Report.
Meetings
During the year 5 (Five) Board Meetings and 4 (Four) Audit
Committee Meetings were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
stipulated under the Companies Act, 2013.
Directors & Officers Liability Insurance
The Company has in place Directors & Officers Liability
Insurance (D&O) for all its Directors (including Independent Directors) and members of
the Senior Management Team for such quantum and risks as determined by the Board in line
with Regulation 25(10) of the SEBI Listing Regulations.
Succession Planning
The Nomination & Remuneration Committee ("NRC")
oversees matters related to succession planning of Directors, Senior Management, and other
Key executives of the Company. The policy is hosted on the website of the Company at
https://drive.google.com/file/d/17-eOVtRSjDHuR_j2AeNllxwK4lQShxzd/view.
Directors Responsibility Statement
In terms of Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement it is hereby confirmed that:
- in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
- the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;
- the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
- the directors had prepared the annual accounts on a going concern basis; and
- 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.
- 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.
Corporate Governance
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed report on corporate governance practices followed by the
Company together with the certificate from the Companys Statutory Auditor confirming
compliance forms part of this report as "Annexure A"
Business Responsibility Report
Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/
CFD/CMD/10/2015 dated 4 November 2015, the ‘Business Responsibility Report
(BRR) of the Company for FY 2022-23 is forming part of the Annual Report. The report is
annexed herewith as "Annexure J"
Auditors
Statutory auditors
Pursuant to Provisions of Section 139 of the Companies Act, 2013
and the rules framed thereunder, M/s S.R. Batliboi & Co. LLP (Firm Registration number
301003E/E300005), Chartered accountants were re-appointed as statutory Auditors of the
Company from the Conclusion of the twenty-nineth Annual General Meeting of the company
held on 20th September, 2022 till the conclusion of the thirty-fourth Annual General
Meeting to be held in the year 2027.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Mr. Nagendra D Rao, Practicing Company Secretary to undertake
the Secretarial Audit of the Company. The report is annexed herewith as "Annexure
B"
Secretarial Compliance Report
Pursuant to Regulation 24(A) SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other provisions as may be applicable, the
Company has obtained the Secretarial Compliance Report from Mr. Nagendra D Rao, Practicing
Company Secretary .The report is annexed herewith as "Annexure H"
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider
Trading) Regulations, 1992, as amended from time to time, the code of conduct for
prohibition of insider trading, as approved by the Board is in force by the Company. The
Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, designated employees and other employees from trading in the securities of the
Company at the time when there is unpublished price sensitive information. Mr. N
Balakrishna, Chief Financial Officer and Company Secretary is the Compliance Officer under
the Code.
Risk Management
Your Company has adopted risk management policy, to identify,
evaluate, monitor and minimize identifiable risks. The aim of the Risk Management policy
is to maximize business potential while minimizing the risks/adversities, to ensure
sustainable business growth with stability.
Board of Director of the Company has constituted Risk Management
Committee, which is responsible for ensuring that the Company maintains effective risk
management and internal control systems and processes, and provides regular reports to the
Board of Directors on the effectiveness of the risk management program in identifying and
addressing material business risks. Risk Management Policy can be accessed by clicking on
the Companys website
https://drive.google.com/file/d/1dL65OfV6uul4CGluaymD5aX00HK4XJs9/view .
Corporate Social Responsibility
Particulars of Corporate Social Responsibility (CSR) activities are
given in the Form, which is annexed to this Report as "Annexure D".
Internal Control and Internal Audit
The Company has in place adequate systems of Internal Control to
ensure compliance with policies and procedures. The Company has a system of carrying out
internal audit, covering all business processes to review the internal control systems.
The internal control system and mechanism is reviewed periodically by the Audit Committee
to make it robust so as to meet the challenges of the business.
Vigil Mechanism
The Company has a vigil mechanism in place named as Whistle Blower
Policy to report concerns to the management about unethical behavior, actual or suspected
fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is
explained in the Corporate Governance Report and also posted on the website of the
Company.
Related Party Transactions
The related party transactions as per the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the
financial year ended March 31, 2023 are given below. Suitable disclosure as required by
the Indian Accounting Standards has been made in the notes to the Financial Statements.
The Audit committee and the Board of the Directors of the Company had
given omnibus approval in its respective meetings held on 09.11.2022, for purchase of 20
trailers and giving it to Gateway Distriparks Ltd on lease basis for their operations in
Chennai for CFS movement. However, the parties had not entered into any transaction
pursuant to the said omnibus approval during the financial year ended 31 March 2023.
Reporting of frauds by Auditors
During the year, there have been no instances of fraud reported by
the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act
and the Rules made thereunder.
Particulars of Loans Given, Investments Made, Guarantees Given or
Security Provided by the Company
The Company has not given any loan or any guarantee or security.
Particulars of Contracts or arrangements with related parties
Particulars of contracts or arrangements with related parties
referred to in section 188 (1) of the Companies Act, 2013 are given in form AOC-2, which
is annexed to this report as annexure G. Details of policy determining material
subsidiaries and the policy for dealing with related party transactions can be accessed by
clicking on the Companys website www.snowman.in.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31, 2023 is available on the Companys website at
https://drive.google.com/file/d/1ODRKbNCefttTvoptVN-SC8LHW6unM82L/view.
Human Resources
The Company is committed to provide a healthy environment to all
employees and thus does not tolerate any discrimination and/or harassment in any form. The
Company has in place a Prevention of Sexual Harassment (POSH) policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. No complaints were received by the Company during the period under
review.
The total number of employees as on 31 March 2023 was 480 as against
451 as on 31 March 2022.
Particulars of Employees
Information in accordance with Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the employees of the Company is annexed herewith as "Annexure
E"
Subsidiaries/Associates
Information about Subsidiaries/Associate/Joint Ventures are given
in Form AOC-1, which is annexed as Annexure F
to this report.
Disclosure under Section 134 (3) (m)
Conservation of Energy
The Company continues to give the highest priority for conservation
of energy by using a mix of technology changes, process optimization methods and other
conventional methods, on an on-going basis.
The company as part of its transition to renewable energy, has taken
initiative to use Solar at Kolkata, Vizag, Mumbai, Pune, Ballabgarh, Chandigarh, Jaipur,
Hyderabad, Bangalore, Cochin, Krishnapatnam, Chennai, Coimbatore, Siliguri warehouses.
Further, the company has purchased 10CNG new multi-brand trucks and
2CNG in the Year 22-23. Company has also taken initiative to convert few of its existing
diesel vehicles to CNG model.
Furthermore, the Company as part of IFCs TechEmerge Program has
stepped forward for Environment friendly technology and introduced ULTRACOOL UNITS in few
of its vehicles for frozen movements. This results in GREEN ENERGY by reduction in fuel
consumption.
Technology Absorption
The Company continues to lay emphasis on development and innovation
of in-house technological and technical skills to meet the specific customer requirements.
Efforts are also being made to upgrade the existing standards and to keep pace with the
advances in technological innovations.
Foreign Exchange Earnings and Outgoing
- Expenditure in foreign currency : Rs. 828.85 Lakhs
- Earnings in foreign currency : Nil
Other Disclosures
- Your Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
- Your Company has not issued shares with differential voting rights and sweat equity
shares during the year under review.
- Your Company has complied with the applicable Secretarial Standards relating to
‘Meetings of the Board of Directors and ‘General Meetings during the
year
- Maintenance of cost records and requirement of cost Audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business
activities carried out by the Company
- There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
Acknowledgements
The Board of Directors thank all the stakeholders of the Company
including its customers, shareholders, bankers, vendors for their continued support and
assistance and look forward to having the same support in our future endeavors. The
Directors also place on record, their sincere appreciation for significant contributions
made by the employees towards the success and growth of the Company
+91-9892691696
