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Chartered Logistics Ltd.

BSE: 531977 | NSE: | Series: NA | ISIN: INE558F01026 | SECTOR: Transport & Logistics

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

To,

The Shareholders,

Chartered Logistics Limited

The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2018.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board’s Report shall be prepared based on the stand alone financial statements of the company.

(Rs. in lakhs)

Particulars

31/03/2018

31/03/2017

Gross Income

14232.19

15924.95

Profit Before Interest and Depreciation

943.03

2357.19

Interest & Finance Charges

583.31

586.52

Depreciation

224.31

207.99

Profit Before Tax

135.41

1562.68

Provision for Tax

28.10

334.20

Less: Deferred Tax Credit

(82.40)

(50.07)

Add: MAT Credit entitlement

0

0

Profit/Loss After Tax

26.85

1177.86

Excess/Short Provision of earlier year

0

0

Net Profit

26.85

1177.86

2. IND AS

Your company has adopted Indian Accounting Standard(IND AS) with effect from 1st April 2017.Accordingly the Financial statements for the year ended 31st March 2018 has been prepared in accordance with IND AS on historical cost basis except for certain financial instruments that are measured at fair values.

Your company has adopted IND AS pursuant to notified issued by Ministry of Corporate Affairs (MCA) and duly prescribed under Section 133 of Companies Act 2013 read with rule 3 of Companies(Indian Accounting Standards)Rules,2015 and Companies(Indian Accounting Standards)Amendment Rules,2016 with effect from 1st April,2016.

A description of the transition to IND-AS and its impact on Company’s Net profit and equity has been provided in the respective financial statement.

3. Review of Business Operations during the year

Your company’s operational and financial performance has declined during the financial year 2017-18 as compared to previous year during the year company has reported total income of Rs. 14234.19 Lakhs against total income of Rs. 15924.95 lakhs in the previous year. The interest and financial expenses have been decreased this year as compared to previous year before the net profit has been decreased this year as compared to previous year. Profit before tax (PBT) has been reported at Rs. 135.41 lakhs in the current year as against Profit before tax (PBT) of Rs. 1562.68 lakhs in the previous year. The net profit after tax for the current year 2017-18 is 26.85 lakhs as compared to 1177.86 lakhs in the previous year.

4. Business Outlook

For last two decades, Chartered Group is scaling new heights in the logistics industry. We have created an impressive track record of value addition to our customers. Our basic principles behind growth are our values i.e. Honesty and Integrity, Commitment, Efficiency, Safety. With our ardent passion and focused vision which we have outlined as “To BE A PREMIUM LOGISTICS COMPANY WITH FOCUS ON BETTER THAN THE BEST” and our mission is to achieve it. It is unflinchi ng goal of Chartered to become a force to reckon with and the roadmap has been designed to translate out dreams into reality.

We have an exciting future ahead. The actions taken internally within the company and the improving macro-economic situation in the country, further buoyed by recent policy initiatives and the regulatory changes being pursued by the government, including the much anticipated introduction of GST framework in the this financial year, all point towards a great year in the new fiscal 2018-19.The future holds immense opportunities and we are fully geared, to deliver on our commitments to various stakeholders.

5. Stock Exchange

The company’s shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 2018-2019.

6. 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.

7. Contracts or Arrangements Made With The Related Parties

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since no material related party transactions were entered by the Company and all the transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis, form AOC 2 is not applicable to the Company.

Your Directors have on the recommendation of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

8. 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.

9. Issue of share capital

During the financial year under report, the company has neither made any issue of equity shares with differential voting rights ,sweat equity shares or under employee stock option scheme nor it has made any provision of money for purchase of its own shares by employees or by trustees for the benefits of the employees.

10. Employee Stock Option Scheme

The Company has not issued any Employee Stock Option Plans. As such no Employee Stock Option Schemes have been framed.

11. 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.

12. Corporate Social Responsibility

The Board of your company has formed CSR committee in compliance with the requirements of Section 135 of the Act. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.

The company had formed CSR Policy as per the recommendation of CSR committee. The Company chooses its CSR programs among many options in the CSR committee and board meetings and does not get persuaded by any external influences other than those short listed in the best spirit and which can add the social value in the pragmatic and idealistic sense.

The company has in place CSR policy indicating the activities to be undertaken by the company.The CSR policy of the company enables it to continue to make responsible continuity towards welfare of the society.

As per the prescribed limit of Section 135 of Companies Act 2013, the Company does not fall in the limit specified, so CSR won’t be applicable.

13. 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 IND AS

a. In preparation of annual accounts, the applicable accounting standards have 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.

14. Insurance

All the properties of the company have been adequately insured.

15. Subsidiary

The Company has no Subsidiaries / Associates or Joint venture companies during the period under review. As such the requirement for submission of report on the performance and the financial position of the Subsidiary/ Associate/ Joint venture companies is not applicable to the Company.

16. Disclosures

a) Number of Board Meetings:

The Board of Directors met Nine(9) times during the year. The details of Board meetings and attendance of directors are provided in the Corporate Governance report which forms part of this report.

Separate Meeting of Independent Directors

Your company has received annual declaration from all Independent directors of company confirming that they meet with Section149(6) of Companies Act,2013 and regulation 16(1)(b) and 25 of SEBI(Listing Obligation and Disclosure Requirement)Regulation,2015 and there has been no change in the circumstances which may affect their status as Independent director during the year.

A separate meeting of Independent directors of the Company was held on 30th March,2018 in accordance with the provisions of clause vii of the schedule iv of the Companies Act, 2013.The Independent director reviewed performance of Non-Independent director and board as whole; taking into account the views of executive and nonexecutive directors and assessed quality, quantity and timeliness of flow of information between company management and board that is necessary for Board to effectively and reasonably perform their duties

b) Committees of Board:

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

c) Extract of Annual Report

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.

d) Vigil Mechanism/Whistle Blower Mechanism

The company, pursuant to section 177 of Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and Employees to report concerns about has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company’s website.

e) Transfer to IPF

In compliance with Section 124(5) of Companies Act 2013, Sum of Rupees 91,393 being unclaimed dividend declared by the Company for Financial year 2010-11 was transferred to IEPF of Central Government on 12th December, 2017.

Dividends which remains unclaimed out of dividend declared by the Company for Financial year 2011-12 will be transfer to IEPF pursuant to the provisions of Section 124(5). Thereafter no claim shall lie on this dividend from the shareholders.

Pursuant to the provisions of Section 124(6) of the Companies Act 2013 and the rules made thereunder the shares pertaining to the unclaimed dividend for the financial year 2010-11 were not transferred to the demat account of IEPF due to inadvertance and oversight and the Company will be tranferring the same in this financial year.

e) Particulars Regarding Conservation Of Energy/ Technology Absorption/ Foreign Exchange Earnings & Outgo

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo, are not applicable to the Company as the company is neither involved in any manufacturing, processing activities nor any of its transactions involve foreign exchange earnings and outgo. Particulars Required to be Furnished by The Companies (Disclosure of Particulars in The Report of The Board of Directors) Rules,1988.

Performance evaluation of the Board

In accordance with the provision of regulations 17(10) of the SEBI (Listing obligations and Disclosure Requirements), 2015 and schedule iv of the Companies Act, 2013, evaluation of performance of Independent Directors by the Non-Independent Directors and review of the performance of Non-Independent Directors and the Board as a whole by the Independent Directors was made during the financial year under report. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

17. Directors and Key Managerial Persons (KMP)

a) Directors Retiring by Rotation:

Pursuant to provisions of Section 152 of Companies Act,2013 and in accordance with the Articles of Association of the Company Mr.Harsh Gandhi, Director of the company retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

b) Independent Directors:

In terms of the definition of ‘Independence’ of Directors as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013 Mr. Sandeep Shah, Mr. Ashok Kavdia and Mrs. Mittal P. Mistry are the Non-executive Independent Directors on the Board of the Company. None of the Independent Directors are liable for rotation and due for re appointment. The Independent Directors have given declarations confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange read with SEBI(Listing obligation and disclosure requirement) 2015.

c) Woman Director:

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company had regularized Mrs. Mittal Mistry as Woman Director on the Board of the Company on 28th Septem-ber,2017. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of the Companies Act, 2013.

d) Appointment of directors during the year:

There were no appointments during the financial year 2017-18.

e) Resignation of Directors:

There was no resignations of the Directors during the financial year 2017-18.

f) Key Managerial Persons(KMP):

Mr.Shail Shah has resigned from the position of company secretary of the company on 24th August 2017 and Ms. Pujan Raval was appointed as on 14th September 2017 and she resigned from the same position on 16th March 2018 and Ms.Khushi Bhatt was appointed as Company Secretary cum compliance officer of the company w.e.f 4th May 2018.

18. Remuneration Policy

The Company follows a policy on remuneration of directors and senior management employees ,The policy has been approved by the Nomination & Remuneration Committee and the Board of Directors. More details has been given in Corporate Governance report.

19. 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 and as per SEBI(Listing obligation and disclosure requirement)2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

20. Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and the reviews performed by Top Management team and the Audit Committee, your Directors are of the opinion that your Company’s Internal Financial Controls were adequate and effective during the financial year 2016-17. Further the statutory auditors of your company has also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act 2013) for the financial year ended March 31, 2018, which forms part to the Statutory Auditors report.

21. Internal Auditors

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed there under, your company has re- appointed M/S Gandhi & Gandhi, a firm of Practising Chartered Accountants as the internal Auditors of the Company in the Board meeting held on 3rd September 2018 to conduct the internal audit of the functions and activities of the company for the financial year 2018-19.

22. Statutory Auditors

M/s Vidya & Co. Chartered Accountants, Ahmedabad were appointed as Statutory Auditors 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.

Auditors Report

The notes to the accounts referred to in the Auditors Reports are self -explanatory, and, therefore do not call for any further comments.

There are no qualifications or adverse comments in the Auditor’s report, needing explanation. The statutory auditors have not reported any incident of fraud to the Audit committee in the year under review.

23. Secretarial Auditor

Pursuant to the provisions of section 204 of Companies Act, 2013 Ms. Anamika, Jajoo Practicing Company Secretary was reappointed as the Secretarial auditor by the Board of Directors of the company in their meeting held on 30th May 2018 to conduct the secretarial audit of the company for the financial year 2017-18.The Report of the secretarial audit for the year ended 31st March,2018 is annexed herewith and forming part of the annual report.

There is a remark made by Secretarial auditor on the audit conducted by her in the report under review which is as follow:

a) The Company has not transfered all the shares in the name of Investor Education and Provident Fund(IEPF) in respect of which dividend(declared by the company on 5th Nov,2010) have not been paid or claimed for seven consecutive years or more.

24. Particulars of Employees

Pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there was no employee, who, if employed

I) Throughout the financial year was in receipt of remuneration for the year which, in the aggregate, was not less than sixty lakh rupees;

II) For a part of the financial year, was in receipt of remuneration for any part of the year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

III) Throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

In View of above, the Company is not required to submit the statement containing details as required under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Disclosure Under The Sexual Harassment of Women At Workplace(Prevention, Prohibition And Redressal) Act, 2013

The Company has been employing women employees in various cadres. A policy of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has also been laid and circulated to every female employee of the Company so as to inform them about the redressal mechanism available to them in the cases of such harassment. Your Directors state that during the year under review, there were no cases filed or compliant received from any employee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Corporate Governance

The Company has been observing the best corporate governance practices and benchmarking itself against each such practice on an ongoing basis. A separate section on Corporate Governance as per the Listing Agreement is annexed to the Directors Report and a Certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges and as per schedule v of SEBI (Listing obligation and disclosure requirements) 2015 forms part of this Annual Report.

Your company has complied with the requirement of Securities & Exchange Board of India(listing obligations & disclosure requirement)regulation,2015 regarding Corporate governance forms part of this AR along with required certificate from PCS regarding compliance of the condition of CG as stipulated under said regulation.

27. Ma nagement Discussion And Ana lysis

A detailed chapter on Management Discussion and Analysis as per Clause - 49 of the Listing Agreement and as per SEBI(Listing obligation and disclosure requirement)2015 forming part of the Directors’ Report is included in this Annual Report.

28. Material changes and commitments affecting the financial position of the company

There are no material changes and commitments ,affecting the financial position of the Company which have been occurred between the end of the financial year i.e. 31st March,2018 and the date of the signing of directors report i.e. 30th August,2018. Further no significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company /or the Company’s operation in future.

29. Risk Management

During the year, the Audit Committee evaluated the Risk Management Policy of the Company to make it more focused in identifying and prioritising the risks, role of various executives in monitoring. The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

30. Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.. The key policies that have been adopted by us as follows:

1. Archival policy

2. Policy on preservation of documents

3. Policy on disclosure of material events and information

4. Whistle bowler and vigil mechanism policy

5. Insider trading policy

6. Related party transactions policy

7. Risk management policy

8. Policy on corporate social responsibility

31. Winning Award and Certificate of recognition

Chartered Logistics Limited received an award for “Logistics Leadership Award”in Gujarat Logistics, Supply chain & Warehousing Leadership Awards 2017 organised by World CSR Day and World Sustainability Congress on 4th October 2017.

32. Green Initiatives

As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies of the Annual Report 2018 and Notice of the 23rd 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 2018 and the Notice of the 23rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

33. 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

Lalit Kumar Gandhi

(Managing Director)

DIN: 00618427

Place : Ahmedabad

Date : 03.09.2018

Director’s Report