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Snowman Logistics

BSE: 538635|NSE: SNOWMAN|ISIN: INE734N01019|SECTOR: Transport & Logistics
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Download Annual Report PDF Format 2016 | 2015
Directors Report Year End : Mar '16    Mar 15

Dear Members,

The Board of Directors presents the Annual Report of the Company together with the Audited Statements of Account for the financial year ended 31 March 2016.

Your Company continues to maintain its leadership in the temperature controlled logistics industry with a total warehousing capacity of 98,500 pallets comprised of 30 temperature controlled warehouses across 15 locations as on 31 March 2016. As of 31 March 2016, we also operate a fleet of 300 Reefer vehicles. The Company believes that the expanded warehousing operations coupled with the standard and quality of service that the Company offers will augment your Company''s growth.

Financial Performance

(Rs.in Crores)

Particulars

2015-16

2014-15

Growth

Pallet Capacity

98,500

85,500

15%

Fleet Strength

377

501

-25%

Revenue From Operations

240.13

202.93

18%

Other Income

2.69

4.65

-42%

Total Income

242.82

207.59

17%

EBITDA

50.73

47.02

8%

EBITDA%

21%

23%

PBT

13.09

14.73

-11%

PBT%

5%

7%

PAT

20.61

24.75

-17%

PAT%

8%

12%

Management Discussion & Analysis Operations

During the year the Company recorded sales of Rs.240.13 crores as compared to Rs.202.93 crores, a growth of 18%. EBITDA Rs.50.73 crores as against Rs.47.02 crores which is a growth of 8%. However due to higher incidences of interest & depreciation on account of expansion, PBT has dropped from Rs.14.73 crores to Rs.13.09 crores, and PAT from Rs.24.75 crores to Rs.20.61 crores.

Temperature controlled warehousing continued to be the core strength of the Company and the focus area of our business due to its huge potential. The second vertical of the Company viz transportation functioned as an enabler to provide a one stop solution to the temperature controlled logistics requirement of our clients.

During the year, warehousing capacities were added at Mumbai, Bangalore and Jaipur taking the total installed capacity from 85,500 pallets at the start of the year to 98,500 pallets which is a growth of 15%.

A majority of our temperature controlled warehouses are ISO 14001 (TUV-SUD), ISO 22000 (TUV-SUD) and Foods and Safety Standards Authority of India certified.

Outlook

The opportunities for the Cold chain industry in India continues to be on the rise. Being the largest producer of several agri commodities including fruits & vegetables, meat, poultry and seafood, India has become an attractive destination for food based businesses. Proactive Government policies and investor friendly incentives are one more reason for the bright outlook for cold chain in India. Our average occupancy of 74% during the year 2015-16 across all locations, confirms the sustainability of the business. Surveys conducted by National Horticulture Board indicate that a large unfulfilled gap exists in the sector and room for more growth for cold chain across all states. Further all major customers have projected robust growth figures for the coming year, which should translate into a healthy growth rate for our Company.

Competition

The Indian temperature controlled logistics business is highly fragmented and is largely catered to by regional service providers with only a small fraction being catered to by organized operators. Snowman is the only company with a pan India presence and offering the entire gamut of services in the cold chain. India is the second largest consumer market in the world and the changing preference of the Indian consumer for safe and healthy food, augurs well for Snowman. Further with the Government''s drive against non-compliances on the food safety and hygiene front, has been forcing food companies to move away from the unorganized players to the organized players.

Cautionary Statement

Statements made in this report, particularly those which relate to Management Discussion and Analysis, describing the Company''s 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.

Utilization of the IPO Proceeds

The proceeds of the IPO successfully brought out by the company in 2014, have been used for setting up of temperature controlled and ambient warehouses, long term working capital and for General Corporate Purposes. The unutilized portion thereto has been invested into bank deposits. The summary of utilization of net IPO proceeds are as follows:

Particulars

Amount (In Rs.)

Issue Proceeds

1,97,42,83,786

Less: Issue expenses

13,84,40,409

Net proceeds from IPO

1,83,58,43,377

Amount utilized 2014-15

1,20,38,98,171

Amount utilized 2015-16

61,09,44,247

Funds to be utilized (remain invested in bank current account and deposits)

2,10,00,959

Share Capital

The paid-up share capital of your Company increased from 16,66,76,495 equity shares of Rs.10 each to 16,70,87,995 equity shares of Rs.10/- each during the year due to the allotment of 4,11,500 equity shares on exercise of stock options by the eligible employees under Snowman ESOP Scheme 2012.

Dividend

Keeping in mind the Company''s growth plans and hence the need to conserve cash, the Board of Directors have not recommended any dividend for the year.

Board of Directors

As on date, the Board of Directors of the Company comprises ten Directors of which six 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.

All Independent Directors have given declarations 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 information related to remuneration of director as required under Section 197(12) of the Act is given at the end of the report.

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 is 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 its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. 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'' 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:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with 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.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on corporate governance

Auditors Statutory auditors

M/s. Price Waterhouse, Firm Registration Number: 301112E, Chartered Accountants, Kolkata, Statutory Auditors of the Company who have been appointed by the members of the Company cease their office at the ensuing Annual General Meeting. Being eligible they have offered themselves to be reappointed as the Statutory Auditors of the Company. The Board of Directors upon the recommendation of the Audit Committee proposes the reappointment of Price Waterhouse as the statutory auditors of the Company subject to the approval of the members at the Annual General Meeting. Their comments on the accounts and notes to the accounts are self-explanatory. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment of Statutory Auditors of the Company.

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”

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. The Board has appointed Mr. A. M. Sundar, Chief Financial Officer and Company Secretary as the Compliance Officer under the Code.

Corporate Social Responsibility

During the year 2016, as a part of its Corporate Social Responsibility, the Company has contributed Rs.29,76,000 to the Prime Ministers National Relief Fund in accordance with the Schedule VII of the Companies Act 2013 and Corporate Social Responsibility Policy of the Company. The Annual Report on CSR activities is annexed herewith 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 placed 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 per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2016 are given below. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

Remuneration to KMP :

Mr. Ravi Kannan*

INR 77,82,930

Mr. A M Sundar

INR 49,94,628

Mr. Pradeep Dubey**

INR 8,31,874

*Resigned w.e.f. February 2, 2016 |

**Appointed w.e.f. February 10, 2016

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure E

Employee Stock Option Scheme

The details of stock options as on 31 March 2016 under the Snowman ESOP Scheme 2012 is set out in the Annexure F to the Directors'' Report.

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 as on 31 March 2016 was 401 as against 408 as on 31 March 2015.

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 G

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 ongoing basis.

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 Outgo

i)

Expenditure in foreign currency

Rs. 78,560

(2014-15: Rs. 2,56,406)

ii)

Earnings in foreign currency

Nil

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 endeavours. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company

For and on behalf of the Board of Directors

Place: New Delhi Prem Kishan Dass Gupta

Date: April 26, 2016 Chairman

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