The Directors have pleasure to present at the 36th Annual Report on the business and
operations of theCompany for the year ended on 31st March 2022.
1. FINANCIAL HIGHLIGHTS:
|
|
(Rs. In Lakhs |
| Particulars |
Year ended 31/03/2022 |
Year ended 31/03/2021 |
| Gross Income |
111.42 |
122.443 |
| Profit/(Loss) Before Interest and Depreciation |
(5.07) |
1.168 |
| Finance Charges |
- |
- |
| Net Profit |
(5.07) |
1.168 |
| Provision for Depreciation |
- |
- |
| Net Profit Before Tax |
(5.07) |
1.168 |
| Provision for Tax Deferred Tax Current Tax Income Tax of Earlier Years |
0 0.07 |
0.31 -25.914 |
| Net Profit After Tax |
(5.14) |
26.812 |
| Other Comprehensive Income |
* |
- |
| Total Comprehensive Income after Tax |
(5.14) |
26.812 |
2. MANAGEMENT ANALYSIS AND DISCUSSIONS:
Discussion on financial performance with respect to operational performance
During the year, your Company earned total revenues of Rs. 111.42 lakhs compared with
Rs.122.44 lakhs during the previous year, reflecting a stability and consistency over the
previous year. The Loss for the year was Rs. 5.14 lakhs. The Company has no borrowing save
as from Directors as may be required from Time to time for which there is no Interest Cost
and finance cost as also no depreciation cost.
3. PERFORMANCE REVIEW & FUTURE OUTLOOK:
a) Due to the global Pandemic of Corona Virus, the Infra Business is facing headwinds
in the current year.
The Company is exposed to variety of risks such as credit risk, economy risk, interest
rate risk, liquidity risk and cash management risk, among others. The Company has
Enterprise Risk Management Framework which involves risk identification, risk assessment
and risk mitigation planning for the Company. The Company's objectives and expectations
may be forward lookingwithin the meaning of applicable laws and regulations.
STRENGTHS:
The strong expertise and experience in logistics business gives your company huge
opportunity to grow in logistics business.
QUALITY:
The Company is being headed by expert and professionals. Your company is in process and
planning for Growth and execution for substantial new highs.
OUTLOOK:
After a difficult fight back from pandemic of COVID 19, the Company has maintained the
volumes by stepping up in Q2 for logistics business. The infra business is also like to
resume operations from Q3 of current year.
OPPORTUNITIES AND THREATS:
OPPORTUNITIES:
The expertise team with great experience in its business offers immense opportunities
in the logistics business.
THREATS:
The threats are in relation to the economic slow-down, liquidity issues and any adverse
government policies. However, since Courier and Cargo industry is one of the employment
generators factor, the government policies are expected to be conducive and supportive.
RISKS AND CONCERNS:
The recent liquidity crunch and economic down turn are the risks and concerns being
faced by the industry.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate systems for Internal Financial Control Systems. Due to Covid
19 crises the Company does not have adequate amount of business operations and
transactions, considering the above fact the Company has appointed Managing Director
himself as Internal Auditors following the rules of Companies act 2013. Further the
Company is in process to appoint the Independent Internal Auditor in due course.
4. DIVIDEND:
In view of the loss incurred for the year, and with a view to conserve resources, the
Directors regret their inability to recommend any dividend for the year.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND AS PER THE
PROVISIONS OF SEC.125 (2^ OF THE COMPANIES ACT. 2013
The requirement of transfer of unclaimed dividend to Investor Education and Protection
Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does not apply to
the Company, for the year ended on March 31, 2022, since the Company has not declared and
paid dividend last year.
6. TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves.
7. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE
OF REPORT:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the Financial Statements relate and the date of the report, there was no change in
the nature of business of the Company.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:
There are no significant and material orders passed by the Regulators or courts or
tribunals impacting the going concern status and company's operations in future. There was
no change in the nature of business of the Company.
• During the year under review, there were no cases filed under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
9. DETAILSOF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your Company does not have any Subsidiary companies, associate companies and joint
ventures.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS MADE BY
AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
Auditors Report
The Auditors' Report to the members on the Accounts of the Company for the financial
year ended 31st March, 2022 does not contain any qualifications, reservations or adverse
remarks. However the auditor has given below mentioned observation in his report:
Our opinion is not modified in respect of this matter Emphasis of Matter
a) We draw attention to Note No 6 of the Audit Report wherein the Company has accounted
for the Goods and Service Tax (GST) Liability amounting to Rs. 42,09,537/- for the years
upto 31st March 2022 without obtaining GST Registration. Consequently it has not
discharged the said liability. The resultant impact of the same along with interest , late
fees, penalty (if any), on the statement of profit and loss, retained earnings and the
related disclosures forming part of their financial statement could not be ascertained.
b) We draw your attention to note no 8 wherein advance amounting to Rs. 64,50,455/- has
been given to a party for which no confirmation has been obtained. In the absence of
confirmation we are unable to verify the recoverability of the same However the management
is confident about its readability. Further in the absence of appropriate audit evidence
on its recoverability we are unable to comment on carrying value at the year end and its
resultant impact on the statement of profit and loss, retained earnings and the related
disclosures forming part of their financial statement.
c) Also we draw attention to the fact that the company has defaulted in complying with
the provisions of section 138(1) of the Companies Act, 2013 which require the Company to
appoint an Internal Auditor.
Our opinion is not modified in respect of this matter.
Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, Mr.
Khushal Bajaj, Practicing Company Secretary as its Secretarial Auditor to conduct the
Secretarial Audit of the Company for the F.Y. 2021-2022. The Company has provided all the
assistance and facilities to the Secretarial Auditor for conducting their audit Report of
Secretarial Auditors for the F.Y. 2021-2022 in Form MR-3 is annexed to this report as
Annexure-II.
10. BOARD OF DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION:
During the year, the Board has carried out an annual evaluation of its own performance
& performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee, which as per the
provisions of Companies Act, 2013 has defined the evaluation criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its Committees and
Directors. The criteria for Board Evaluation inter alia include degree of fulfillment of
key responsibilities, Board structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board processes, information and
functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the management outside
Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of
his role, including setting the strategic agenda of the Board, encouraging active
engagement by all Board members and motivating and providing guidance to the Management.
Criteria for evaluation of the Committees of the Board include degree of fulfillment of
key responsibilities, adequacy of Committee composition and effectiveness of meetings. The
procedure followed for the performance evaluation of the Board, Committees and Director is
detailed in the Directors' Report
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any, incurred by them for the purpose of attending meetings
of the Company.
Mr. Ritesh Patel, (Din no.: 00700189) retires by rotation and being eligible, has
offered himself for reappointment The Board recommends the resolutions for your approval
for the above appointments.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company are Mr. Ritesh Patel, Managing Director, Mr. Akash Patel, Chief Financial
Officer and Ms. Ruchita Jais, Company Secretary and Compliance Officer of the Company.
12. MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES:
Your company has not paid any managerial remuneration during the period under review,
therefore no Disclosures in the Board Report as required under Rule 5(2) of Companies
(Appointment & Remuneration) Rules, 2014 is provided and further your Company also has
not employed any person at a remuneration in excess of the limit set out in the said
Rules.
13. NOMINATION REMUNERATION COMMITTEE:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
Nomination remuneration and compensation committee policy (NRC Committee).
The NRC Committee of the Company shall be formed by the Board of Directors of the
Company out of its Board members. The NRC Committee shall consist of minimum three
non-executive directors out of which two shall be independent directors. The chairperson
of the company may be appointed as a member of the NRC Committee but shall not chair the
NRC Committee. The Chairman of the NRC Committee shall be an independent director. No
member of the NRC Committee shall have a relationship that may interfere with his
independence from management and the Company or with the exercise of his duties as a NRC
committee member. The NRC Committee may invite such of the executives of the Company, as
it considers appropriate (and particularly the Managing Director) to be present at the
meetings of the NRC committee, but on occasions it may also meet without the presence of
any executives of the company. The Company Secretary shall act as the secretary to the NRC
Committee.
The Nomination Remuneration Committee is chaired by Ms. Vaishali Wadhe. The Committee
comprises of Mr. Ashok Padmane, Non-Executive, Independent Director, Ms. Vaishali Wadhe,
Non-Executive, Independent Director and Mr. Sanjay Bhide, Non-Executive, Independent
Director, composition of the committee constituted and details of the meetings attended by
the Directors are given below:
The Company has not issued any Stock options to the Directors. Independent Directors of
the Company have disclosed that they do not hold any Equity Shares of the Company. There
has been no pecuniary relationship or transactions of the Non-Executive Directors
vis-a-vis the Company during the year under review.
Note:
14. POLICY ON REMUNERATION FOR MANAGING DIRECTOR ('MP')/EXECUTIVE DIRECTORS f'EDT / KEY
MANAGERIAL PERSONNEL f'KMP'W REST OF THE EMPLOYEES:
No Director of the Company draws remuneration from the Company.
During the year under review, the company had no employees.
15. CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES AND INDEPENDENCE OF
DIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions
of Section 178(3) of the Companies Act, 2013.
Independence:
In accordance with the above criteria, a Director will be considered as an 'Independent
Director's he/she meet with the criteria for 'Independent Director' as laid down in the
Act.
Qualifications:
A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, perspective, age and gender. It is also ensured that the
Board has an appropriate blend of functional and industry expertise. While recommending
the appointment of a Director, the Nomination and Remuneration Committee considers the
manner in which the function and domain expertise of the individual will contribute to the
overall skill-domain mix of the Board.
Positive Attributes:
In addition to the duties as prescribed under the Act, the Directors on the Board of
the Company are also expected to demonstrate high standards of ethical behavior, strong
interpersonal and communication skills and soundness of judgment Independent Directors are
also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV
to the Act.
16. REMUNERATION FOR INDEPENDENT DIRECTORS AND NON- INDEPENDENT NON EXECUTIVE
DIRECTORS:
i. Independent Directors ('IDA and non-independent non-executive Directors ('NED') may
be paid sitting fees for attending the Meetings of the Board and of Committees of which
they may be members, and commission within regulatory limits, as recommended by the
Nomination and Remuneration Committee ('NRC') and approved by the Board.
ii. Overall remuneration should be reasonable and sufficient to attract, retain and
motivate Directors aligned to the requirements of the Company; taking into consideration
the challenges faced by the Company and its future growth imperatives. Remuneration paid
should be reflective of the size of the Company, complexity of the sector/ industry/
Company's operations and the Company's capacity to pay the remuneration and be consistent
with recognized best practices.
iii. The aggregate commission payable to all the NEDs and IDs will be recommended by
the NRC to the Board based on Company performance, profits, return to investors,
shareholder value creation and any other significant qualitative parameters as may be
decided by the Board. The NRC will recommend to the Board the quantum of commission for
each Director based upon the outcome of the evaluation process which is driven by various
factors including attendance and time spent in the Board and Committee Meetings,
individual contributions at the meetings and contributions made by Directors other than in
meetings.
iv. The remuneration payable to Directors shall be inclusive of any remuneration
payable for services rendered in any other capacity, unless the services rendered are of a
professional nature and the NRC is of the opinion that the Director possesses requisite
qualification for the practice of the profession.
17. BOARD AND COMMITTEE MEETINGS:
Seven Board Meetings were convened and held during the year i.e. on 30 June, 2021, 14
August, 2021, 28 August, 2021, 23 November, 2021, 13 December, 2021, 14 February, 2022, 07
March, 2022.
The Board has constituted an Audit Committee as well as Stakeholders Relationship
Committee with Mr. Ashok Padmane as the Chairman of the committees and Mr. Akash Patel,
Ms. Vaishali Wadhe and Mr. San jay Bhide as the members of both the committees. There have
not been any instances when recommendations of the Audit Committee were not accepted by
the Board.
The intervening gap between the Meetings was within the period prescribed under the
Act.
18. AUDITORS:
(1) Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s.
Pawan Puri & Associates, Chartered Accountants, (ICAI Firm Registration No. 005950N) had
been appointed as the statutory auditors of the Company, for a term of five consecutive
years, at the AGM held in the year 2027. Auditors have confirmed that they are not
disqualified to act as Auditors and are eligible to hold office as Auditors of your
Company. They have also confirmed that they hold a valid peer review certificate as
prescribed under Listing Regulations.
19. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. In accordance with
Regulation 15 of the SEBI (LODR) Regulations, 2015 various corporate governance
requirements does not apply to the Company. Therefore, no separate section on Management's
Discussion and Analysis, Corporate governance is annexed.
20. HUMAN RESOURCE MANAGEMENT (MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL
RELATIONS FRONT. INCLUDING NUMBER OF PEOPLE EMPLOYED!:
Employee Retention is a key focus area. The Company has initiated various measures to
enhance the retention of employees during the year which includes, employee engagement
surveys, transparent Performance Management System, and connect to maintain employee-
friendly culture in the organization.
21. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Directors and members of Senior Management have affirmed compliance with the Code
of Conduct for Directors and Senior Management of the Company. The copies of Code of
Conduct as applicable to the Executive Directors (including Senior Management of the
Company) and Non-Executive Directors are uploaded on the website of the Company.
22. DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY:
The following documents have been placed on the website in compliance with the Act
• Financial statements of the Company along with relevant documents as per third
proviso to Section 136(1).
• Details of Vigil mechanism for directors and employees to report genuine
concerns as per proviso to Section 177(10).
• The terms and conditions of appointment of independent directors as per Schedule
IV to the act.
• Latest Announcements
• Annual Reports
• Shareholding Pattern
• Code of Conduct
• Nomination and Remuneration Policy
• Materiality Policy under Regulation 30 of SEBI (LODR) Regulations, 2015
23. RELATIONSNIP BETWEEN DIRECTORS INTER-SE:
The Directors Mr. Akash Patel and Mr. Ritesh Patel are brothers in relationship are
related to each other within the meaning of the term "relative" as per Section
2(77) of the Act and per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Other than these, none of the Directors are related.
24. SHARE CAPITAL:
Rs. 71763500 divided into 71,52,700 Equity shares of Rs. 10 each (fully paid-up) and
47,300 equity shares of Rs.10 each, (partly paid-up-Rs.5 each) as on 31st March, 2022
which is same as at the previous year end.
25. SHARES:
a. Buyback of Securities: The Company has not bought back any of the securities during
the year under review.
b. Sweat Equity: The Company has not issued any sweat equity shares during the year
under review.
c. Employee Stock Option Plan: The Company has not provided any stock options to the
employees.
26. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE RFOIIIRFMFNTS OF CHAPTFR V
OF THF COMPANIFS ACT.2Q13:
Your Company has not accepted any fixed deposits covered under chapter V of the
Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on
the date of Balance Sheet.
27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE EARNINGS AND
OUT GO:
Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of energy, technology
absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rules
thereunder.
Foreign exchange earnings and outgo:
| Sr. Particulars No. |
Amt |
| 1 Foreign Exchange earned in terms of actual inflows during the year |
Nil |
| 2 Foreign Exchange out go in terms of actual outflows during the year |
Nil |
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company is committed to improve quality of lives of people in the community its
serves through long term stakeholder value creation, with special focus on skills
development. The Company does not have to mandatorily constitute a Corporate Social
Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.
Tfie company fully understands its role in society and is committed for sustainable &
inclusive growth of people & the environment around its business.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the Directors confirm that, to the best of their knowledge and
belief:
In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.
The Directors have 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 of the profit and
loss account of the company for that period.
The Directors have 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.
The Directors have prepared the annual accounts on a going concern basis.
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 and
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.
30. DECLARATION ON INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act. In the opinion of the Board,
they fulfill the conditions of independence as specified in the Act and the Rules made
there under and are independent of the management.
31. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint
of sexual harassment during the financial year 2021-2022.
32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, 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. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee.
33. LISTING ON STOCK EXCHANGES:
The Equity Shares of your Company are listed only with BSE Limited.
34. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT UNDER SECTION 186:
Details of Loans, Guarantees or Investment under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
RFFFRRFH TO IN SIIR-SFCTTON Ml OF SFCTION 1?? OF THF COMPANIFS ACT.2013:
The contracts or arrangements entered into by the Company with Related Parties have
been done at arm's length and are in the ordinary course of business and are immaterial in
nature. The particulars of every contract or arrangements entered in to by the Company
with related parties referred to in sub-section (1) of Section 188 of the Companies Act,
2013 including certain ami's length transactions under third proviso thereto have been
disclosed in Form No. AOC-2 as Annexure-III.
36. THE EXTRACT OF ANNUAL RETURN:
The annual return of the Company as on the financial year ended on March 31, 2022 in
terms of Section 92 and Section 134 of the Act read with rules made thereunder is
available on the website of the Company at https://www.corporate-couriers.com/
37. INTERNAL CONTROLS SYSTEMS AND ADEQUACY:
The Company's internal audit systems are geared towards ensuring adequate internal
controls commensurate with the size and needs of the business, with the objective of
efficient conduct of operations through adherence to the Company's policies, identifying
areas of improvement, evaluating the reliability of Financial Statements, ensuring
compliances with applicable laws and regulations and safeguarding of assets from
unauthorized use.
The Audit Committee along with Management overseas results of the internal audit and
reviews implementation on a regular basis.
38. RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk management is a structured approach to manage
uncertainty. As a formal roll-out, all business divisions and corporate functions will
embrace Risk Management Policy and Guidelines, and make use of these in their decision
making. Key business risks and their mitigation are considered in the annual/strategic
business plans and in periodic management reviews. The risk management process in our
multi-business, multisite operations, over the period of time will become embedded into
the Company's business systems and processes, such that our responses to risks remain
current and dynamic.
The Risk Management is overseen by the Audit Committee of the Company on a continuous
basis. The Committee oversees Company's process and policies for determining risk
tolerance and review management's measurement and comparison of overall risk tolerance to
established levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis.
39. POLICY FOR PROHIBITION OF INSIDER TRADING:
Vide notification No.EBI/LAD-NRO/GN/2018/59 Securities and Exchange Board of India
(SEBI) has notified SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
The Company has accordingly amended its Prohibition of Insider Trading Code and Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
The Code also provides for pre-clearance of transactions by designated persons, whenever
required.
40. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the whole hearted and
sincere co-operation the Company has received from its bankers and various Government
agencies. Your Directors also wish to thank all the employees for their co-operation.
By Order of the Board
For Corporate Courier and Cargo Ltd
| Ritesh Patel |
Akash Patel |
| Managing Director |
Director |
| Din: 00700189 |
Din: 06839168 |
| Place: Mumbai |
|
| Date: August 29, 2022 |
|
| Reaistered Office |
|
| 19, Parsi Panchayat |
|
| Road Andheri (East), |
|
| Mumbai-400069. |
|
