Tara Chand Logistic Solutions Ltd Directors Report.

To,

The Members

TARA CHAND LOGISTIC SOLUTIONS LIMITED

Your Directors presenting their 7th Annual Report on the business and operations of the Company and statement of accounts for the year ended March 31, 2019.

Financial Summary/Highlights:

The performance of the Company During the financial year is as under:

(Amounts in Rupees)

Particulars 2018-19 2017-18
Total Income 101,68,01,817 82,94,51,242
Less: Expenses 95,07,60,838 76,52,71,349
Profit/(Loss)before tax 6,60,40,979 6,41,79,892
Tax Expenses
Current Tax 1,35,96,000 1,27,15,000
Deferred Tax 48,84,422 49,68,538
Tax Adjustments Relating to Earlier Years 99,324 4,39,382
Profit(Loss) After Taxation 4,74,61,233 4,60,56,973

Overview of Companys Financial Performance:

During the year under review, Total Revenue from operations including the other income was Rs.1,01,68,01,817/-against Rs.82,94,51,242/-in the previous year. The Company has earned net profit of Rs. 4, 74, 61, 233/- in the current financial year and net profit of Rs.4, 60, 56,973/-in the previous financial year.

Transfer to reserves:

During the financial year, the Company did not transfer any amount to reserve.

Dividend:

Considering the fact, future plans of the Company directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2019.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2018-19, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries, Associate and Joint venture Companies:

As on March 31, 2019, according to Companies Act, 2013 and rules made there under the Company doesnt have any Subsidiary Company, Associate Company and Joint Venture Company. Hence,Form AOC-1is not applicable.

Directors and Key Managerial Personnel (KMP):

Directors:

• No changes in board of directors took place in the F.Y. 18-19.

KMP:

• There had been a change in the Company Secretary and Compliance Officer of the company during the F.Y. 2018-19. The details are as under:

Ms. Madhuri Ganesh Batwal-April-May18

Ms.Nishu Kansal - Since June18 to present

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section149 (6) of the Companies Act,2013 and regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements)Regulations,2015)

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Internal Financial Control:

As Confirmed by statutory auditor in his reports, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

Committees of the Board:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee and

• Corporate Social Responsibility Committee

Details of the said Committees along with their charters, compositions and meetings held during the financial year, are provided in the "Report on Corporate Governance Annexure D" as a part of this Annual Report.

Establishment of Vigil Mechanism

The Company has established and adopted Vigil Mechanism and the policy(Whistle Blower Policy) thereof for directors and employees of the Company in accordance with Section 177 of the Companies Act, 2013 or any other provisions of Companies Act, 2013 as well as Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements Regulations,2015). During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company

Particulars of remuneration to employees:

Pursuant to the provisions of section 197 of the Companies Act, 2013, read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules,2014,particulars of employees are required to be provided in the Directors Report. However,having regard to the provisions of section 136 of the Companies Act,2013,the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto . Any member interested in obtaining these particulars will be provided with the same upon receipt to written request delivered at the Registered Office of the Company.

Management Discussion andAnalysis:

The Management Discussion and Analysis forms part of the Directors Report is annexed herewith as Annexure C. Corporate Governance Report:

As required by Chapter IV read with Schedule V, Part C of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015,Corporate Governance report form part of this Annual Report as Annexure D

Auditors:

a) Statutory Auditors:

The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants, Mumbai (FRN: 001954N) were appointed in 5th Annual General Meeting to hold office from the conclusion of 5thAnnual General Meeting till the conclusion of Annual General Meeting to be held for the financial year ended 31st March, 2022 subject to ratification by the members at every Annual General Meeting. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (AGM") has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

Further, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on 31st March, 2019.

b) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Report of Secretarial Auditor forms part of the Directors Report as Annexure B.

No qualification /observation has been given by the Company Secretary in practice in his Secretarial Audit Report for the Financial Year 2018-19.

Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year.

Extract of Annual Return:

In accordance with Section 134(3)(a)of the Companies Act,2013,an extract of the Annual return in the prescribed format Form MGT.9 is annexed herewith as Annexure A to the Boards report.

Number of Meetings of the Board:

During the financial year,05(Five)Board Meetings were held, the details of meetings held and attendance of each directors are given in the "Report on Corporate Governance Annexure D" forming part of the Annual Report.

Directors Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended on 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit and loss of the Company for the year ended on that date;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended on 31st March, 2019 on a going concern basis.

e) That Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) That Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

Policy on Directors appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration including criteria for determining qualifications,positive attributes,independence of a director and other matters under Sub-section(3) of Section 178 of the Companies Act,2013,adopted by the Board and available at www.tarachandindia.in/policies

Particulars of loans, guarantees or investments under Section 186:

During the financial year 2018-19, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section186 of the Companies Act, 2013,are not required to be furnished.

Particulars of contracts or arrangements made with related parties:

During the Financial Year 2018-19, all Related Party Transactions entered with the Related Parties were at arms length and were in the ordinary course of the business.

Corporate Social Responsibility:

The Company has constituted a Corporate Social Responsibility (CSR) Committee and adopted CSR policy in accordance with Section 135 of the Companies Act, 2013, details of which are available on website of the Company respectively i.e. HREF="http://tarachandindia.in/committee/">http://tarachandindia.in/committee/ and HREF="http://tarachandindia.in/policies/">http://tarachandindia.in/policies/ . As per Section 135 and Schedule VII of the Companies Act2013, for the financial year 2018-2019,the Company has contributed Rs.3,05,000/-towards various CSR activities, but due to non-discovery of suitable activity has resulted in non-contribution of total amount applicable under respective section for CSR purpose. Still, we are of the view that in the upcoming year we have many other proposed projects like contribution to Gaushala, Industrial Training Institute etc. where the amount would be contributed so as to maximize the societal benefits by the Company and are also permissible under Companies Act, 2013.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings &Outgo:

A. Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

The Company always strives to optimize energy conservation though it is engaged into providing the Integrated Logistics Services. The Company had implemented Energy Efficient Light Emitting Diode (‘LED) models for energy conservations at all its major locations.

2. The steps taken by the Company for utilizing alternate sources of energy:

The Company is continue to put in effort or reduce specific energy consumption. The Company is still evaluating other sources of energy.

3. Capital investment on energy conservation equipments:

During the Financial Year, the Company has not made any new investments in the energy conservation equipments which is Capital in nature.

B. Technology Absorption:

• Efforts made towards technology absorption: The Company has on ongoing basis absorbed the technology for its business services and major upgradation process was carried out to improve the efficiency of the Company.

• Benefits derived as a result of the above efforts: Increasing efficiency of the Company has resulted in maximum due care and without hampering services in any way.

• In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): No new technology has been imported during the year.

• Expenditure Incurred on Research and Development: The Company being an integrated logistics service provider, there is no expenditure incurred on research and development during the year under review.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.

The parameters for the performance evaluation of the Board, inter alia, includes composition of board, frequency of holding of board meetings, advice and suggestions to the Companys management, evaluation of strategic plan/policies of the Company etc.

The parameters for the performance evaluation of the Non-Independent Directors includes attendance, expertise, contribution of positive inputs into development of strategy, participation in meetings, comment on draft minutes etc.

The parameters for the performance evaluation of the Independent Directors includes attendance, listing of views of others, active participation in the meetings, knowledge of latest developments in applicable laws to the Company, financial reporting, comment on draft minuets etc.

The parameters for the performance evaluation of the statutory committees includes composition of committees, terms of reference, recommendations to the board etc.

The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available at http://tarachandindia.in/policies/ .

Foreign exchange earnings and outgo:

There have been no Foreign exchange earnings and outgo during the financial year 2018-19.

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented, recommended by the Audit Committee and approved by Board of Directors. In the opinion of the board the below given risks may threaten the existence of the Company;

External Risk Factors for the Company:

1. The demand for our services is largely dependent on the level of investments and the Governments spending on civil infrastructure projects in India.Any policy change or economic downturn or other factors adversely affecting investments in this sector may adversely affect our business , financial condition , results of operations and prospects.

2. To ensure compliance with the requirements of the Companies Act,2013 and SEBI (LODR Regulations 2015,we, may need to allocate additional resources ,which may increase our regulatory compliance costs and divert management attention.

3. Terrorist attacks, civil disturbances, wars, regional and communal conflicts, natural disasters, fuel shortages and epidemics may have a material adverse effect on our companys business and on the market for securities in India.

4. Political instability or a change in economic liberalization and deregulation policies could seriously harm business and economic conditions in India generally and our business in particular.

5. A slowdown in economic Growth in India could cause our business to suffer.

Internal Risk Factors:

1. Most of our branches including our registered office, corporate office, plant and warehouses are located at Leased/ Rental premises .Our operations may be materially and adversely affected if we are unable to continue to utilize any of our properties.

2. The loss of or a significant decrease in revenues from ,one or more top ten clients or primary markets may adversely affect our revenues ,results of operations and financial performance.

3. Our business is substantially dependent on our key clients from whom we derive significant portion of our revenues . The loss of any significant clients may have a material and adverse effect on our business and results of operations.

4. Our business is dependent on the road network and our ability to utilize our vehicles in an uninterrupted manner.

5. Increase in fuel price, labour or other costs like tolls and taxes may affect our operations.

Cost Records:

During the financial year, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. During the year, there were no complaints filed against any of the employees of the Company under this Act.

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

On behalf of the Board of Directors Tara Chand Logistic Solutions Limited

SD/-

Vinay Kumar

Chairman & Managing Director DIN:00151567

Add: C/O: 342 Industrial Area, Phase I, Chandigarh - 160002

Date: 23rd July2019

Place: Chandigarh