DIRECTORS' REPORT To, The Shareholders, Chartered Logistics Limited 1.Yours Directors are pleased to present the 20th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2015. 2. Brief description of the Company's working during the year/State of Company's affair Your company's operational and financial performance has inclined during the financial year 2014-15 as compared to previous year during the year company has reported total income of Rs. 17887.10 Lakhs against total income of Rs. 16393.23 lakhs in the previous year. Profit before tax (PBT) has been reported at Rs. 19.42 lakhs in the current year as against Profit before tax (PBT) of Rs. (909.08) lakhs in the previous year. The net profit after tax for the current year 2014-15 is 361.15lakhs as compared to (823.63) lakhs in the previous year. 3. FUTURE OUTLOOK Your company is striving hard and is confident of growth prospects going forward. The steps which are being taken by the government for developing infrastructure for logistics and the increasing demand and importance of logistic services will also help the company in achieving its business goals which will not only increase our profit margins but also will enhance the value for our stakeholders. 4. Stock Exchange The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 2014-2015 5. Particulars of Loans, guarantees & Investment Loans, Guarantees & investment under Section 186 of Companies Act, 2013 form part of notes to financial statement provided in this Annual Report. 6. CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES The particulars of every contracts or arrangement entered in to by the Company with related party refer to sub section 188 of Companies Act 2013 are disclosed in form AOC-2 7. Fixed Deposits The company has not accepted any fixed deposits, and as such no amount of principal or interest was outstanding as of Balance sheet date. 8. BUSINESS STRATEGY We have introduced a number of strategic initiatives during the year to spur overall growth and productivity in the Company. The following are some of the broad areas covered by these initiatives: Cost optimization: A series of measures have been initiated to yield high levels of cost optimization. These include focusing on location Optimization, deploying people in the right jobs and eliminating unnecessary costs. Enhancing sales productivity: We are focusing on reinvigorating our sales teams and enabling them with better systems, training and processes. We have made all branches of the company online located at the various locations of the country. This help us in getting the MIS Report daily from all branches which enable us to focus and improving the sales productivity of all branches thereby winning large revenue for the company Improving Service effectiveness: Our delivery services have always been of a high order, and we want to re-focus on strengthening it further. 9. Directors During the year Mr. Ajay Shah has resigned dated 14th day of February 2015 from the office. The Board records its sincere appreciation of valuable services by Mr. Ajay Shah during the year. As per the provisions of Section 149 of the Companies Act 2013, Ms. Nisha Makwana was appointed as the Women Director (Additional Director).Ms. Nisha Makwana was appointed as an additional director of the company as per section 161 of Companies Act 2013 with effect from 16th Day of September 2014 on the Board of the Company, be and is hereby appointed as the director of the company. During the year Mr. Mohib Khericha has tendered his resignation on 14th March 2015. As per the provisions of the Companies Act, 2013 Mr. Lalit Kumar Gandhi will retire in the ensuing AGM as Managing Director and offers himself for re-appointment. The Board of Directors recommends his re-appointment. As per the provisions Mr. Harsh Gandhi retires by rotation and offers himself for re-appointment. The Board of Directors recommends his re-appointment. As per the provisions, Mr. Sandeep Shah was appointed as independent director of the Company As per the provisions Ms. Nirzari Shah has been appointed as additional non-executive independent director who retires at enduing AGM and being eligible offers themselves for re-appointment be considered by shareholders for re-appointment for term upto consecutive 5 years. 10. CORPORATE SOCIAL RESPONSIBILITY As per section 135 of the Companies Act, 2013, all companies having net worth of Rs.500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year will be required to constitute a corporate social responsibility (CSR) committee of the Board of Directors and spend at least 2% of its average profits of immediately 3 preceding years on such policy every year. The provisions of corporate social Responsibility are not applicable on the company and we are not required to constitute the corporate social responsibility (CSR) committee. 11. Directors Responsibility Statement. As per the Section 134(5) of Companies Act 2013,the Board hereby submits its responsibility statement. The company prepares its financial statement in accordance with GAAP. a) in preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures. b) 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: (c) 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; (d) the directors had prepared the annual accounts on a going concern basis; and (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) 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. 12. Insurance All the properties of the company have been adequately insured. 13. Subsidiary The company has no subsidiary company 14. Number of Board Meetings Conducted During The Year Under Review The Company had 5 Board meetings during the financial year under review. 15. Declaration of Independent Directors The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 16. Statutory Auditors M/s Vidya & Co. Chartered Accountants, Ahmedabad were appointed as Statutory Auditors General the Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments. 17. Extracts of Annual Return The Extract of Annual Return in form MGT-9 as per section 92(3) of Companies Act 2013 duly certified by Practicing Company Secretary is annexed hereto and forms the part of this report. 18. Particulars Required to be Furnished by The Companies (Disclosure of Particulars in The Report of The Board of Directors) Rules, 1988: The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earnings or outgo during the year under review 19. Secretarial Auditor Ms. Anamika Jajoo, Practicing Company Secretary was appointed as the Secretarial auditor as required under Section 204 of the Companies Act 2013 20. Particulars of Employees Covered Under The (Particulars of Employees) Rules, 1975 The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956 21. Obligation of Company Under The Sexual Harassment of Woman at Workplace (Prevention, Prohibition And Redressal) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 22. Green Initiatives As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies of the Annual Report 2015 and Notice of the 20th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 20th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary 23. Acknowledgements Your Directors thank their customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity; cooperation and support .We also thank the Government of India, particularly the Ministry of Corporate Affairs, the Income Tax Department and other government agencies for their support, and look forward to their continued support in the future. For and on behalf of Board of Directors Sd/- Lalit Kumar Gandhi (Managing Director) Place: Ahmedabad Date: May 30th, 2015 |