Tiger Logistics (India) Ltd Directors Report.

DIRECTOR’S REPORT

Dear Shareholders,

The Directors of your Company with immense pleasure, presenting the 18th Annual Report together with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report of your

Company for the Financial Year ended on 31st March, 2018. The summarized financial performance for the year ended 31st March, 2018 is as follows:

FINANCIAL PERFORMANCE
(Rs. In Lacs)
Standalone Consolidated
Particulars Current Year Previous Year Current Year Previous Year
(2017-18) (2016-17) (2017-18) (2016-17)
Net Sales / Income from operations 32,423.72 29,805.10 32,423.72 29,828.36
Other Income 60.41 21.44 60.41 21.44
Total Expenditure 30,742.81 28,229.01 30,744.45 28,249.58
Interest 156.28 53.50 156.28 53.50
Depreciation 58.09 53.89 58.09 53.89
Profit before taxation 1,741.32 1,597.53 1,739.68 1,600.22
Net Profit 1,139.00 1,028.93 1,137.35 1,031.62

OPERATIONS

Your Company has seen an overall growth in turnover from its business during the year. During the current Financial Year, the Company has achieved a turnover of Rs. 32,423.72 Lacs as against the turnover of Rs 29,805.10 Lacs in the previous year. The net profit of the Company has also increased from last year. It is Rs. 1,139.00 Lacs in the current year as against Rs. 1,028.93 Lacs in the Previous Year.

DIVIDEND & BONUS

Your Directors has not recommended any dividend for the financial year 2017-18.

RESERVES

Details stated in the financial part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

STOCK EXCHANGE & LISTING FEES

The Company’s Equity Shares at present are listed at BSE Ltd., Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date, the Board of Directors of the Company comprises two executive and four non- executive directors out of which three are independent directors in accordance with the terms of the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of the Companies Act, Mrs. Surjeet Kaur Malhotra is liable to retire by rotation and being eligible, seeks re-appointment at this ensuing Annual General Meeting.

AUDIT COMMITTEE

The details pertaining to the Composition of Audit Committee is included in the Corporate Governance report, which forms part of this Report.

NOMINATION AND REMUNERATION COMMITTEE

The Details Pertaining to the Composition of Nomination and Remuneration Committee is included in the corporate governance report, which forms part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Details Pertaining to the Composition of Stakeholder Relationship Committee is included in the corporate governance report, which forms part of this Report.

INTERNAL AUDITORS

M/s Amit & Nitin, Chartered Accountants, are the Internal Auditors of the Company and they have submitted the Internal Auditors Report as per the requirement of the Act. M/s Amit & Nitin, Chartered Accountants were appointed for the purpose of Internal Audit by the board resolution dated 14.08.2018 for the Financial Year 2018-19 & 2019-20.

SECRETARIAL AUDITORS

Mr. Manoj Kumar Jain of AMJ & Associates, Practicing Company Secretaries, is the Secretarial Auditor of the Company and they have submitted the Secretarial Auditor Report (in Annexure-V) as per the requirement of the Act. M/s AMJ & Associates appointed for the purpose of conducting Secretarial Audit by the resolution dated 14.08.2018 for the year 2018-19 & 2019-20.

AUDITOR REPORT & SECRETARIAL AUDIT REPORT

The observations of the auditors made in their report are self-explanatory and therefore, in the opinion of your Directors, do not call for further comments, which forms a part of this annual report.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

PARTICULARS OF EMPLOYEES

There is no employee during the year under review, whose particulars are required to be given pursuant to Section 197 of the Companies Act, 2013 read with the Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other applicable section, if any Except Mr. Harpreet Singh Malhotra, Managing Director of the Company who draw a salary of Rs. 1.74 Cr. for the year ended 2017-18. Mr. Harpreet Singh Malhotra (aged 46) is having experience of more than 18 years and associated with our company as a promoter from the year 2000.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to all shareholders of the Company, excluding the aforesaid information. Any shareholders interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company before the seven days of Annual General Meeting.

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 Company. The Company has also adopted 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. The Board has appointed Mr. Vishal Saurav Gupta, Company Secretary as the Compliance Officer under the Code.

EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. Kindly refer the point mentioned in the report of corporate governance, which forms an integral part of this annual report.

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.

SUBSIDIARIES

The Company had made investment of 100% in the equity of Tiger Logistics Pte. Ltd (Singapore) in the Financial Year 2016-17, however the business operations of the company is yet to get commenced. A statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached as Annexure III.

VIGIL MECHANISM

The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith. The same forms part of this report. (Annexure-IV).

RELATED PARTY TRANSACTIONS

None of the transactions with the related parties falls under the scope of section 188 (1) of the Act. All contracts/ arrangements/ transaction entered by the Company during the financial year with related parties in the ordinary course of business and on arm’s length price basis. During the year the

Company has not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report.

RISK MANAGEMENT POLICY

The Board of Directors has put in place a Risk Management policy for the Company, which includes industry risks, quality risks, project risks and financial/ interest rate / liquidity risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company’s existence, have been identified by the Board of

Directors to mitigate the same.

HEADCOUNT-HUMAN RESOURCE DEVELOPMENT.

The total number head count as on 31st March 2018 was 385 as against 350 as on 31st March 2017.

MEETINGS

During the Financial Year 2017-18 five board meetings were convened and held, rest of 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 RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (C) read with Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm that:

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

b) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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; and

d) that the Annual Accounts for the year ended 31st March, 2018. e) have been prepared on a going concern basis.

f) that 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.

g) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have furnished considering the nature of activities undertaken by the company during the year under review (Report "Annexure A" is annexed herewith).

REPORT ON CORPORATE GOVERNANCE

As per Listing Regulations and Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance, forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the company on CSR activities during the year are set out in the Annexure II of this report in the format prescribed in the companies (Corporate social Responsibility policy), Rules, 2014. For other details regarding the CSR Committee, please refer to Corporate Governance Report, which forms part of this report. The information on the Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is given in the Corporate Governance Report, which forms an integral part of the annual report.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act), your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report.

PARTICULARS OF LOANS AND GURANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL DISCLOSURES UNDER THECOMPANIES ACT, 2013

Upon recommendation of Nomination and Remuneration Committee, Mr. Ayush Periwal has been appointed as Additional (Independent) Director of the Company with effect from 14th August, 2018 by the Board of Directors of the Company in place of Mr. D.M. Mahajan, whose office got vacated due to his resignation. In terms of Section 161(1) of the Companies Act, 2013, said Director hold office as an ‘Additional Director’ upto the date of this Annual General Meeting. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing Mr. Ayush Periwal candidature for the office of Director of the Company. Mr. Ayush Periwal is proposed to be appointed as an Independent Director of the Company for a period of 5 years from the date of their appointment.

Upon recommendation of Nomination and Remuneration Committee, Mr. Naman Nanda has been appointed as Additional (Independent) Directors of the Company with effect from 14th August, 2018 by the Board of Directors of the Company in place of Mr. Sanjay Chopra, whose office got vacated due to his resignation. In terms of Section 161(1) of the Companies Act, 2013, said Director hold office as an ‘Additional Directors’ upto the date of this Annual General Meeting. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing Mr. Naman Nanda candidature for the office of Director of the Company. Mr. Naman Nanda is proposed to be appointed as an Independent Director of the Company for a period of 5 years from the date of their appointment.

Further, Your Director’s of the Company hereby inform you that the Registered Office of the company has changed from 804A-807, Skylark Building, 60, Nehru Place, New Delhi – 19 to D-174, Ground Floor, Okhla Industrial Area, Phase-1, New Delhi -110020 with effect from 10th April, 2018.

These are certain material changes and commitments which can affect the financial position of the Company occurred between the end of financial year of the Company and date of this report.

ANNEXURES FORMING A PART OF DIRECTOR’S REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure Particulars

I Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

II Report on Corporate Social Responsibility

III FORM-AOC-1

IV MGT-9

V Secretarial Audit Report

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our service. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work force for their commitment and look forward to their continued support in future.

By order of the Board
For Tiger Logistics (India) Limited
Sd/-
Harpreet Singh Malhotra
Place: New Delhi Chairman cum Managing Director
Date: 14.08.2018 DIN: 00147977
Address: D-174, Ground Floor, Okhla
Industrial Area, Phase-1, New Delhi -110020.