Mar 31, 2025
Your Directors take pleasure in presenting their 19th Annual Report on the business and operations of the Company together with
the Audited Financial Statements for the Financial Year ended March 31, 2025.
The financial performance of the Company for the financial year ended on March 31, 2025 and the previous financial year ended
March 31, 2025 is given below:
('' in T akh)
|
Particulars |
March 31, 2025 |
March 31, 2024 |
|
Revenue from Operations |
14,611.28 |
12,306.60 |
|
Other Income |
133.29 |
133.51 |
|
Total income |
14,744.57 |
12,440.11 |
|
Less: Expense (Excluding depreciation) |
12038.68 |
10,081.59 |
|
Profit before Depreciation |
2,705.89 |
2,358.52 |
|
Less: Depreciation |
2,425.32 |
1,947.93 |
|
Profit before Exceptional & extra-ordinary items & Tax |
280.57 |
410.59 |
|
Less: Exceptional Item |
0.00 |
0.00 |
|
Add/Less: Extra Ordinary Items |
0.00 |
0.00 |
|
Profit before Tax |
280.57 |
410.59 |
|
Less: Deferred tax |
(96.24) |
(87.91) |
|
Less: Income tax |
164.91 |
186.43 |
|
Less: Previous year adjustment of income tax |
(6.86) |
|
|
Net Profit/ (Loss) after Tax for the year |
218.76 |
312.06 |
|
Dividend(including Interim if any and final) |
0.00 |
0.00 |
|
Net Profit after Dividend Tax |
218.76 |
312.06 |
|
Amount Transfer to General Reserves |
0.00 |
0.00 |
|
Balance carried to the Balance Sheet |
218.76 |
312.06 |
|
Earnings per share(Basic) |
1.90 |
2.72 |
|
Earnings per share(Diluted) |
1.90 |
2.71 |
During the year under review, your Company has achieved total Revenue (i.e. Revenue from Operations & Other income) of Rs.
14,744.57 lakhs as against Rs. 12,440.11 lakhs for the previous financial year ended March 31, 2024. Your Company has achieved
profit before tax of Rs. 280.57 lakhs for the current year as against Rs 410.59 lakhs for the previous financial year ended March 31,
2024. Your Company has achieved profit after tax of Rs. 218.76 lakhs for the current year as against Rs. 312.06 lakhs for the previous
financial year ended March 31, 2024.
The Board of Directors has decided to retain the entire profit as retained earnings. Accordingly, the Company has not transferred
any amount to the reserves for the financial year ended March 31, 2025.
Shree Vasu Logistics Limited is a leading logistics and warehousing service provider in Central and Eastern India, offering end-to-
end solutions including transportation and temperature-controlled storage.
The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the
Company''s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the financial
year under review.
There are no material changes or commitments affecting the financial position of the Company which have occurred between the
end of the financial year and the date of this Report.
During the year under review, there has been no change in the registered office of the company.
There have been no changes in the nature of business and operations of our Company during the year under review.
Our Company maintains a website www.shreevasulogistics.com, where detailed information of the Company and specified details
in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been
provided.
Our Company is committed to conducting its operations in a manner that promotes environmental sustainability and responsible
use of resources. Being engaged in the logistics sector, the Company recognizes its role in reducing the environmental impact of
transportation and warehousing activities.
During the year, the Company undertook various initiatives towards minimizing its carbon footprint, such as:
⢠Optimizing route planning and vehicle utilization to reduce fuel consumption and emissions;
⢠Ensuring compliance with all applicable environmental laws, rules and regulations.
A major step in this direction was the deployment of a 30 kV Solar Energy System within our operations. This initiative contributes
to reducing dependency on non-renewable energy sources and supports the Company''s commitment to environmental
responsibility and sustainable growth.
The Company continuously strives to adopt practices that contribute towards a greener supply chain, improve energy efficiency
and enhance sustainability. Going forward, the Company remains committed to integrating environmentally conscious measures
into its business strategy.
During the year, the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on
Tuesday, December 31, 2024 has approved grant of 10,000 stock options under "Shree Vasu Logistics Limited Employees Stock
Option Plan 2022'''' ("SVLL-ESOP 2022").
The Board of Directors of the Company, in its meetings held on December 31, 2024 and February 16, 2024, approved the allotment
of equity shares of Shree Vasu Logistics Limited of face value of ?60/- each to the employees of the Company pursuant to the
exercise of stock options granted under the SVLL-ESOP 2022, as under:
⢠5,800 (Five Thousand Eight Hundred only) equity shares allotted on December 31, 2024; and
⢠21,900 (Twenty One Thousand Nine Hundred only) equity shares allotted on February 16, 2024.
Company has introduced Employee Stock Option Plan under a scheme named "Shree Vasu Logistics Limited-Employee Stock
Option Plan 2022" ("SVLL-ESOP 2022"). SVLL-ESOP 2022 was duly approved by the Board vide Board Resolution dated August
29, 2022 and Members Resolution passed in the 16th AGM held on September 26, 2022.
During the year under review, there is no material change in the scheme and the said scheme is in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021.
Further the following details, inter alia, shall be disclosed on the company''s website and a web-link thereto shall be provided in the
report of Board of Directors.
A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133
of the Companies Act, 2013 (18 of 2013) including the ''Guidance note on accounting for employee share-based payments''
issued in that regard from time to time.
Disclosed in Notes to Financial Statement for the year ended March 31, 2025.
B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance
with ''Accounting Standard 20 - Earnings Per Share'' issued by Central or any other relevant accounting standards as issued
from time to time.
Disclosed in Notes to Financial Statement for the year ended March 31, 2025
The relevant details as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, are as under and available on the website of the Company at
https: / / shreevasulogistics.com/stock-exchange-compliance/:
|
S. No. |
Description |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
|
1 |
Date of shareholders'' approval |
- |
- |
|
2 |
Total number of options approved under ESOS |
- |
- |
|
3 |
Vesting requirements |
As may be decided by the |
As may be decided by the |
|
4 |
Exercise price or pricing formula |
As may be decided by the |
As may be decided by the |
|
5 |
Maximum term of options granted |
As may be decided by the |
As may be decided by the |
|
6 |
Source of share |
Primary |
Primary |
|
7 |
Variation in terms of options |
No Variations |
No Variations |
|
8 |
Method used to account for ESOS |
Fair Value Method |
Fair Value Method |
Option movement during the year:
|
S. No. |
Description |
Year ended |
Year ended March |
Year ended March |
|
1 |
Number of options outstanding at the beginning of the |
2,47,400 |
3,44,300 |
Nil |
|
2 |
Number of options granted during the year |
10,000 |
96,900 |
1,55,700 |
|
3 |
Number of options forfeited / lapsed during the year |
- |
||
|
4 |
Number of options vested during the year |
94,200 |
51,900 |
|
|
5 |
Number of options exercised during the year |
5,800 |
21,900 |
|
|
6 |
Number of shares arising as a result of exercise of |
5,800 |
21,900 |
NA |
|
7 |
Amount realized by exercise of options |
3,48,000 |
13,14,000 |
|
|
8 |
Loan repaid by the Trust during the year from exercise |
NA |
|
9 |
Number of options outstanding at the end of the year |
2,62,600 |
2,47,400 |
3,44,300 |
|
10 |
Number of options exercisable at the end of the year |
NA |
NA |
85,000 |
|
11 |
Total number of options in force |
Employee wise details of ESOP granted to:
a. Senior Management/Key Managerial Personnel
|
Name of Senior Management |
Number of options |
||
|
Personnel |
Designation |
granted during the year |
Exercise Price |
|
Loknidi Akhilesh Rao |
Chief Executive Officer |
10,000 |
60 |
b. any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that
year: NIL
c. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the company at the time of grant: NIL
Description of the method and significant assumptions used during the year to estimate the fair value of the options, including
the following weighted average information:
The Black Scholes option-pricing model was developed for estimating fair value of traded options that have no vesting restrictions
and are fully transferable. Since option-pricing models require use of substantive assumptions, changes therein can materially affect
fair value of options. The option pricing models do not necessarily provide a reliable measure of fair value of options.
The fair value has been calculated using the Black Scholes Option Pricing model. The assumptions used in the model are as
follows:
|
ESOP Series |
ESOP 2022 |
ESOP 2022 |
ESOP 2022 |
|
|
Year |
Year 1 |
Year 2 |
Year 3 |
|
|
Vesting |
33.34% |
33.33% |
33.33% |
|
|
Variable |
Value |
Value |
Value |
|
|
Spot Price |
S |
134.00 |
134.00 |
134.00 |
|
Exercise Price |
K |
60.00 |
60.00 |
60.00 |
|
Risk Free Rate |
r |
7.33% |
7.19% |
6.95% |
|
Average Option Life |
t |
0.54 |
1.04 |
1.54 |
|
Volatility |
SD |
45.96% |
59.96% |
58.81% |
|
Call Value |
Call |
76.40 |
80.06 |
83.12 |
How expected volatility was determined, including an explanation of the extent to which expected volatility was based on
historical volatility: We have considered the historical price of the company at the stock exchange, where the trading volume is
high. The average closing price on weekly basis was taken to calculate the volatility of the shares.
The company has not revised its financial statement or the Report in respect of any of the three preceding financial years; neither
voluntarily nor pursuant to the order of a judicial authority.
The Indian logistics sector continues to witness robust growth, driven by the rapid expansion of e-commerce, government
infrastructure initiatives, and the adoption of advanced digital technologies. The logistics industry is increasingly moving beyond
traditional transportation and warehousing activities to providing end-to-end integrated supply chain solutions, including
predictive planning, real-time tracking, last-mile delivery optimization, and value-added services.
As per industry estimates, the logistics sector in India is expected to grow at a healthy pace of 10-12% annually, reaching
approximately US$ 380 billion by 2025, as compared to US$ 250 billion in 2022. The sector currently contributes around 14.4% of
India''s GDP and employs nearly 22 million people, underlining its importance as the backbone of economic activity.
Further, the Government of India is actively focusing on reducing the logistics cost from the current 13-14% of GDP to around
10%, in line with global benchmarks, through policy reforms and large-scale infrastructure development under the PM Gati Shakti
Master Plan, National Logistics Policy, and multi-modal logistics initiatives.
The outlook for the logistics industry remains positive and promising, offering opportunities for organized players to strengthen
their position through technology adoption, capacity expansion, and enhanced service offerings.
A more detailed analysis of the industry scenario, opportunities, threats, and company-specific performance is provided in the
Management Discussion and Analysis Report ("MDAR"), which forms an integral part of this Board''s Report as Annexure V.
During the year under review, Authorised share capital of the Company increased from Rs.15,00,00,000/- (Rupees Fifteen Crore
Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 30,00,00,000/- (Thirty
Crores only) divided into 3,00,00,000 (Three Crores only) Equity Shares of face value Rs.10/- (Ten only) each by increasing of
1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of face value Rs.10/- (Ten only) each ranking pari - passu in all respect with
the existing Equity Shares of the Company pursuant to the approval of the members at the Extra-Ordinary General Meeting held
on Tuesday, January 28, 2025.
The authorized share capital of the Company as on March 31, 2025 is Rs.30,00,00,000/- (Thirty Crores only) divided into 3,00,00,000
(Three Crores only) Equity Shares of face value Rs.10/- (Ten only) each.
During the year under review, the paid - up share capital of the Company increased due to allotment of equity shares under the
Employee Stock Option Plans (ESOP) of the Company as follows:
⢠On April 9, 2024, the Company allotted 21,900 equity shares upon exercise of options granted under the ESOP.
⢠Subsequently, on December 31, 2024, the Company allotted an additional 5,800 equity shares under the ESOP scheme.
As a result, the paid-up share capital of the Company increased from Rs.11,46,60,000 (Rupees Eleven Crore Forty- Six Lakh Sixty
Thousand) to Rs. 11,49,37,000 [Eleven Crore Forty- Nine Lakh Thirty- Seven Thousand] as on March 31, 2025.
During the year under review, the Credit Rating assigned to the Company was reviewed and downgraded by the Credit Rating
Agency, CARE Ratings Limited ("CARE"), on March 19, 2025. The details of the revised rating are as under:
|
Facility/ Instrument |
Amount (Rs. in Crore) |
Rating |
Rating Action |
|
Long-term Bank Facilities |
55.17 |
CARE BB ; Stable; ISSUER |
Downgraded from CARE |
|
Long Term / Short Term |
1.75 |
CARE BB ; Stable / CARE |
Downgraded from CARE |
|
Short Term Bank Facilities |
5.00 |
CARE A4 ; ISSUER NOT |
Downgraded from CARE A3 |
Subsequently, the Company has withdrawn the credit rating services provided by CARE Ratings Limited ("CARE") and has
obtained a new Credit Rating from India Ratings and Research, a Fitch Group Company.
Based on the rating assessment undertaken by India Ratings & Research, the rating for the bank loan facilities availed by the
Company has been assigned on May 9, 2025. The details of the new rating are as under:
|
Instrument Type |
Rating Type |
Amount (INR) |
Rating |
Rating Action |
|
Fund-based working |
Long-term |
549.50 |
IND BBB/Stable |
Assigned |
|
Fund-based working |
Long-term |
11.10 |
IND BBB/Stable |
Assigned |
|
Non-fund-based |
Short-term |
77.50 |
IND A3 |
Assigned |
|
Term loan |
Long-term |
181.90 |
IND BBB/Stable |
Assigned |
During the year under review, the following changes have taken place in the Board of Directors of the Company:
|
Sr. No. |
Name of the Director |
Designation of the |
Appointment/Cessation |
Effective Date |
|
1. |
Mr. Vipul Sabharwal |
Non - Executive |
Appointment |
09/11/2024 |
|
2. |
Mr. Dhairya Jhamb |
Non - Executive |
Cessation |
31/12/2024 |
In the opinion of the Board, the above Director appointed during the year have integrity, relevant expertise and experience
(including the proficiency) to act as Directors of the Company.
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Preeti Garg (DIN: 07048745), Director of the Company
is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment.
During the year under review, the following changes have taken place in the Key managerial Personnel (KMP) of the Company:
|
Sr. No. |
Name of the KMP |
Designation of the KMP |
Appointment/Cessation |
Effective Date |
|
1. |
Mr. Ajay Patel |
Company Secretary & |
Cessation |
21/04/2024 |
|
2. |
Ms. Chayonika Paloi |
Company Secretary & |
Appointment |
05/08/2024 |
The following change took place from the end of the financial year till the date of this report in the Key managerial Personnel (KMP)
of the Company:
|
Sr. No. |
Name of the KMP |
Designation of the KMP |
Appointment/Cessation |
Effective Date |
|
1. |
Ms. Chayonika Paloi |
Company Secretary & |
Cessation |
10/05/2025 |
|
2. |
Ms. Monali Makhija |
Company Secretary & |
Appointment |
15/07/2025 |
The composition of the Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive
Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value.
As on March 31, 2025, the Board of company consists of Six (6) Directors. The composition and category of Directors is as follows:
|
Category |
Name of Directors |
DIN |
|
Promoter & Managing Director |
Mr. Atul Garg |
01349747 |
|
Promoter & Non-Executive Non Independent Director |
Mrs. Preeti Garg |
07048745 |
|
Non-Executive Independent Director |
Mr. Chetan Agrawal |
00748916 |
|
Non-Executive Independent Director |
Mr. Kulamani Mohanty |
08206986 |
|
Non-Executive Independent Director |
Mr. Vipul Sabharwal |
03429263 |
|
Promoter & Non-Executive Non Independent Director |
Mr. Nitish Agrawal |
10381069 |
All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence
as provided under Section 149(6) of the Act and that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment
and without any external influence.
The Board of the Company after taking these declarations on record and acknowledging the veracity of the same concluded that
the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent
Directors of the Company and are Independent of the Management of the Company.
In accordance with the provisions of Section 150 of the Act read with the applicable rules made thereunder, the Independent
Directors of the Company have registered themselves in the Independent Directors data bank maintained by the Indian Institute of
Corporate Affairs (IICA). All the Independent Directors are exempted/has passed the online proficiency test conducted by the
Indian Institute of Corporate Affairs.
The Board meets at regular intervals to discuss and take a view on the Company''s policies and strategy apart from other Board
matters. The notice for the board meetings is given well in advance to all the Directors.
During the year under review, the Board of Directors met Eight (8) times and board meetings were held on the following dates as
mentioned in the table:
|
Sr. No. |
Date of Board Meeting |
Board Strength |
Directors Present |
|
1 |
01-04-2024 |
6 |
6 |
|
2 |
09-04-2024 |
6 |
6 |
|
3 |
24-04-2024 |
6 |
6 |
|
4 |
13-05-2024 |
6 |
6 |
|
5 |
05-08-2024 |
6 |
6 |
|
6 |
09-11-2024 |
6 |
6 |
|
7 |
31-12-2024 |
7 |
6 |
|
8 |
07-02-2025 |
6 |
5 |
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
|
Name of Directors |
No. of Meeting entitled |
No. of meetings |
|
Mr. Atul Garg |
8 |
8 |
|
Mrs. Preeti Garg |
8 |
8 |
|
Mr. Chetan Agrawal |
8 |
8 |
|
Mr. Kulamani Mohanty |
8 |
8 |
|
Mr. Dhairya Jhamb |
7 |
6 |
|
Mr. Nitish Agrawal |
8 |
8 |
|
Mr. Vipul Sabharwal |
2 |
1 |
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the
Board of Directors and General Meetings.
The Company''s Independent Directors meet once in a financial year without the presence of Executive Directors or Managerial
Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the Company''s affairs
and put forth their views to the Lead Independent Director.
During the year under review, the Independent Directors met on March 28, 2025 inter alia, to:
⢠review the performance of Non-Independent Directors and the Board of Directors as a whole.
⢠assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
The Board has constituted various statutory committees in compliance with the requirements of the Act and the SEBI Listing
Regulations viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. The
Board of the Company has also constituted Finance and Investment Committee of the Board.
Details of all the Statutory Committees along with their composition and meetings held during the year are provided in Annexure-
I.
During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted formal mechanism for
evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance
issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole
and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise,
independent judgements, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent
Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.
The Independent Directors reviewed key transactions (including related party transactions), quality & timeliness of flow of
information, recommended measures for corporate governance, etc
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company.
During the reporting period, no such event transpired; consequently, no issues pertaining to valuation have arisen
Nomination and Remuneration Policy
Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy
for Directors, KMP and all other employees of the Company. As part of the policy, the Company, inter alia, strives to ensure that:
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully;
b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
c) Remuneration to Directors, KMPs and SMPs involves a balance between fixed and incentive pay reflecting short and long¬
term performance objectives appropriate to the working of the Company and its goals.
The detailed Nomination & Remuneration Policy of the Company is placed on the Company''s website and can be viewed at the
website on the link https://www.shreevasulogistics.com/Policies.aspx.
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement,
your Directors confirm that:
a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the
same;
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 as at March 31, 2025 and of the
profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the annual accounts on a ''going concern'' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds
committed in the Company by its officers or employees to the Audit Committee or the Board under Section 143(12) of the Act, as
required to be reported in this report.
Internal Financial Controls
Your Company has identified and documented all key internal financial controls, which impact the financial statements. The
financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and
independently evaluated by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements
are adequate and are operating effectively.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Your Company does not have any Subsidiaries, Joint Ventures and Associates.
DEPOSITS
During the year under review, your Company has not accepted any public deposit within the meaning of provisions of Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due
for re-payment.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Details of loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 are given
in the standalone financial statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year under review were in the ordinary course of business and on arm''s length
basis and pre-approved by the Audit Committee. There were no material related party transactions, i.e. transactions exceeding 10%
of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.
Further, the company had not entered into any contract/arrangement/ transaction with related parties which could be considered
material in accordance with the policy of the company on Materiality of Related Party Transactions or which is required to be
reported in Form No. AOC-2 in terms of Section 134 (3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC -2 .
The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given
in the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of section 135 of the Companies Act, 2013 are not applicable to the Company since your Company does not fall under
the criteria prescribed under the said section.
However, your Company adheres to contribute for wellness of the community and environment.
DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED
No disclosure is required under Section 67 of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and
Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of
the said Section are not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required
under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure III and
form part of this report.
RISK MANAGEMENT
Risk management of the Company promotes a proactive approach in reporting, evaluating and mitigating risks associated with the
business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused
discussions in the Risk Management Group (at Senior Management Level). Identified risks are used as one of the key inputs for the
development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Compan/ s
risk appetite and risk tolerance levels to reduce the potential impact of the risk when it occurs and/or to reduce the expected
frequency of its occurrence.
The Company has adopted a Risk Management Policy to establish a Risk Management framework for achieving business objectives
and providing protection against risk associated with the industry in which your Company operates, in the long term. The Board
is responsible to review the effectiveness of the policy on yearly basis which is duly complied by the Board during the year under
review. After ascertaining the risk in accordance with Compan/ s policy, mitigation plans are finalized, owners are identified and
progress of mitigation actions are monitored and reviewed by the senior management.
Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior
management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company
which is available for the access on the website https: / / www.shreevasulogistics.com/at the
linkhttps:/ /www.shreevasulogistics.com/upload/Risk-Management-Policy new.pdf
VIGIL MECHANISM (WHISTLE BLOWER POLICY:
By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of the
Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any
way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open
communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the
mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the
Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil
Mechanism. Details of establishment of the Vigil Mechanism have been uploaded on the Company''s website at
https: / 7www.shreevasulogistics.com/upload/Whisle%20Blower%20and%20Vigil%20Mechanism.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operations in future.
GENERAL MEETINGS
The Annual General Meeting of the Company for the financial year 2023-24 was held on September 30, 2024.
AUDITORS OF THE COMPANY:
Statutory Auditors
The Members of the Company had, at their 15th AGM held on September 9, 2021, appointed M/s. APAS & CO LLP, Chartered
Accountants, (FRN: 000340C/C400308) as the Statutory Auditor of the Company to hold office for a term of five years commencing
from the conclusion of the 15th AGM up to the conclusion of 20thAGM of the Company to be held in the year 2026. The requirement
to place the matter relating to ratification of appointment of auditors by members at every AGM has been done away with, by the
Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of
appointment of Statutory Auditor at the ensuing AGM and a note in this respect has been included in the Notice of the ensuing
AGM.
The Auditors'' Report, on the standalone Financial Statements for the financial year 2024-25 forms part of this Annual Report and
is unmodified i.e. it does not contain any qualification, reservation or adverse remark and, therefore, it does not call for any further
comments from the Board of Directors.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of your Company at its meeting held on November 9, 2024 had appointed Mr. Amit Dharmani, Practicing
Company Secretary, (CP No. 18179) as the Secretarial Auditor of the Company to undertake the secretarial audit of the Company
for the Financial Year 2024-25.
The Company has obtained a Secretarial Audit Report for the financial year ended March 31, 2025 from Mr. Amit Dharmani,
Practicing Company Secretary and Secretarial Auditor of the Company in compliance with the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report given
by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed
thereunder for the financial year ended March 31, 2025 has been annexed to this Board Report as Annexure IV and forms part of
this Annual Report.
The Board, on recommendation of the Audit Committee, had appointed M/s SRKN & ASSOCIATES (FRN: 015910C) as the Internal
Auditor of your Company in compliance with Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014 at its meeting held on November 9, 2024 to conduct Internal Audit for Financial Year 2024-25.
Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your
Company is not required to maintain cost records and accordingly no such audit is required to be conducted.
The Directors are adhered to comply with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on
Board Meetings (SS-1) and the Secretarial Standard-2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India and approved by the Central Government.
During the year under review, your Company has followed compliance with the applicable Secretarial Standards-SS-1 and SS-2.
Standalone Accounts
The Standalone financial statements for the financial year ended March 31, 2025 have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the
comparative period data as at March 31, 2025 and for the previous year ended March 31, 2024.
The Annual Return of the Company for the year ended March 31, 2025 prepared in compliance with Section 92 of the Act and
related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link
:https://www.shreevasulogistics.com/Annual Return.aspx
Your Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals.
At the same time, it has been an Endeavour of your Company to support women professionals through a safe, healthy and
conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working
conditions for them.
The Company has in place a Prevention of Sexual Harassment Policy in accordance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). All women employees (permanent,
contractual, temporary, trainees) as well as women who visit the premises of the Company for any purpose are covered under this
Policy.
Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the provisions of Section 21 and 22
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of
the number of cases filed under Sexual Harassment and their disposal, during the period under review:
|
Particulars |
Status |
|
No of complaints received during the year |
NIL |
|
2024-25 |
|
|
No of complaints disposed off during the year |
NIL |
|
2024-25 |
|
|
No of complaints pending for more than ninety days. |
NIL |
Directors confirms that our Company has complied with the provisions of the Maternity Benefit Act, 1961. Company is committed
to supporting female employees during pregnancy, childbirth, and thereafter, and strive to maintain a workplace that is conducive
to their well-being and career growth.
Your company has adopted various policies for the smooth working of the company which are available for the access at the website
https://www.shreevasulogistics.com/athttps://www.shreevasulogistics.com/Policies.aspx as follows:
Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be
abiding by the rules and laws applicable on the Company for the good governance and business ethics. The Board of Directors has
laid down a code of Conduct, for better transparency and accountability for all the Board Members and Employees of the Company.
All the Board members and senior management personnel have confirmed with the code as provided under Regulation 34(3) read
with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of
Directors and Senior Management for the year ended March 31, 2025 and a declaration in this regard is attached as Annexure II .
It describes their responsibility and accountability towards the company which is available for the access at the website of the
Company at the link https:/ / www.shreevasulogistics.com/upload/Code-of-director-and-senior-management-personnel.pdf
As your Company is a Listed entity, investors of the entity expect more and more information from the Company, so under this
policy the management of the Company determines the material events of the Company and discloses them for the investors. Under
this policy company may decide all those events and information which are material and important for the investors about the
company which is available for access at the website on the link https: / /www.shreevasulogistics.com/upload/Policy-for-
Determination-of-Materiality-of-Events.pdf
Under Familiarization Program all Independent Directors (IDs) inducted into the Board are given orientations, presentations are
made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the IDs with the
Company''s business operations. This policy includes keeping the IDs updated about the working of the Company and projects in
which the Company is involved. Company''s policy on Familiarization Program of Independent Directors is available at the website
of the Company at the link https: / /www.shreevasulogistics.com/upload/Familiraisation-programme.pdf
The important and price sensitive information are required to be kept confidential on the part of the company, if the information is
disclosed this will harm the image of the Company. The definition of insider includes all the persons connected with the company
including all the employees. This policy is applicable to all employees and KMPs of the Company. They are expected to not disclose
the confidential information of the Company which affects the performance of the Company. The Code of Conduct is available for
the access at the website on the link
https: / /www.shreevasulogistics.com/upload/Code%20of%20Conduct PIT%20Regulation.pdf
The Company has formulated and adopted the ''Code of Practices and Procedures for Fair Disclosures of Unpublished Price
Sensitive Information'' and ''Code of Conduct for Prevention of Insider Trading in Securities of Shree Vasu Logistics Limited'' ("Code
of Conduct under PIT") in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time ("SEBI Insider Regulations").
The Insider Trading Code has been formulated to regulate, monitor and ensure reporting of trading by the Employees and
Connected Persons designated on the basis of their functional role in the Company, towards achieving compliance with the SEBI
Insider Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons
to whom the said Code is applicable. The Insider Trading Code lays down guidelines, which advises them on procedures to be
followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of
violations.
Policy for determination of "Legitimate Purpose" as part of the Code of Practices and Procedures for Fair Disclosures of
Unpublished Price Sensitive Information is also forming part of Code of Fair Disclosure of Unpublished Price Sensitive Information.
Code of Conduct under PIT Regulation also laid down the procedure for inquiry in case of leak/ suspected leak of Unpublished
Price Sensitive Information.
The Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information and Policy for Determination
of Legitimate Purposes is also is available for the access at the website on the link
https://www.shreevasulogistics.com/upload/Code%20of%20Fair%20Disclosure%20of%20UPSI.pdf
During the year, the Company has laid down systems and processes in connection therewith and has taken several initiatives to
increase awareness amongst designated employees and other employees on the applicability, reporting and other provisions of the
Company''s Insider Trading Code, UPSI Leakage Policy and the SEBI Insider Regulations which included dissemination of
compliances to be followed, do''s and don''ts, inductions etc.
Ms. Chayonika Paloi, Company Secretary, was designated as Compliance Officer for dealing with dissemination of information
and disclosure of Unpublished Price Sensitive Information and regulating, monitoring, trading and report on trading by the Insiders
as required under the SEBI Insider Regulations. However, during the year under review following appointment/cessation took
place in the post of Company Secretary and Compliance Officer:
|
Name of the Compliance Officer |
Appointment/Cessation |
Effective Date |
|
Mr. Ajay Patel |
Cessation |
21/04/ 2024 |
|
Ms. Chayonika Paloi |
Appointment |
05/08/2024 |
The Corporate records need to be kept at the places and manner defined under the Companies Act, 2013; policy relating to that for
the safe keeping of the documents is available on website and can be viewed at the website
https://www.shreevasulogistics.com/on the link https://www.shreevasulogistics.com/upload/Policy-for-Preservation-of-
Documents.pdf
Risk is the part of every one''s life, while running any business there are many kind of risks involved. To minimize the business risk
and all the factors that will negatively affect the organization, every Company tries to follow certain procedure for the forecasting
of the risk and its management. Your Company has also framed a policy relating to this which is available at the website and can
be viewed at https://www.shreevasulogistics.com/upload/Risk-Management-Policy new.pdf
Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013. They are skilled,
experienced and knowledgeable persons. They are required on the board to take improved and better decisions. The Company has
framed policy relating to their appointment which will be helpful for the board. This policy is available at the website and can be
viewed at the link https://www.shreevasulogistics.com/upload/Terms-and-conditon-of-IDS.pdf
The operations of the Company are reviewed in a detailed report on the Management Discussion and Analysis is provided as a
separate section in the Annual Report which forms part of the Board''s Report as Annexure-V.
Your Directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events
related to these items during the year under review:
The Company has complied with all the mandatory requirements as prescribed under the Listing Regulations, including Corporate
Governance requirements as specified under Regulations 17 to 27 read with para C and D of Schedule V and clauses (b) to (i) of sub
regulation (2) of Regulation 46 of the Listing Regulations as applicable to the Company. A report on Corporate Governance together
with the Auditors'' Certificate regarding the compliance of conditions of Corporate Governance is part of the Annual Report and is
annexed as ANNEXURE -VI.
Your Company recognizes that its employees are its principal assets and that it''s continued growth is dependent upon the ability
to attract and retain quality people. Your Company also recognizes the importance of providing training and development
opportunities to its people to enhance their skills and experiences, which in turn enables the Company to achieve its business
objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the
Company. However, aspirations of employees in India remain to be high. This is a challenge as only growth can fulfill these
aspirations and in today''s market scenarios one has to perform extraordinarily to achieve growth.
Your Company has always provided a congenial atmosphere for work to all employees. Your Company is committed to respect
universal human rights. To that end, your Company practices and seeks to work with business associates who believe and promote
these standards. Your Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and
protecting human health and environment. Your Company provides opportunities to all its employees to improve their skills and
capabilities. Your Company''s commitment extends to its neighbouring communities to improve their educational, cultural,
economic and social well-being.
Your Company provides an equal opportunity to all its employees and does not discriminate on the grounds of race, religion,
nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the
functional requirements of the position held.
A detailed note on HR initiatives of the Company is included in section titled ''Management Discussion and Analysis Report'', which
is a part of this Annual Report.
Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report as ANNEXURE- VII. Further, particulars of employees'' remuneration, as prescribed under section 197(12) of
the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are not attached with this report since there was no employee who was in receipt of excess remuneration as prescribed.
During the year under review no such events occurred which required to be reported under this category.
During the year under review no such shares in the demat suspense account or unclaimed suspense account which required to be
reported as per Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
> The Company affirms that the annual listing fees for the Financial Year 2024-25 to National Stock Exchange of India
Limited. is duly paid
> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State
Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance
and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and
hard work put in by every member of the Company.
SD/- SD/-
Managing Director Non-Executive Director
DIN: 01349747 DIN: 07048745
Mar 31, 2023
Your Directors take pleasure in presenting their 17th Annual
Report on the business and operations of the company together
with the Audited Financial Statements for the Financial Year
ended March 31, 2023.
COMPANY SPECIFIC INFORMATION
The financial performance of the Company for the year ended on
March 31, 2023 and the previous financial year ended March 31,
2022 is given below:
During the year under review, your Company has achieved
total Revenue (i.e. Revenue from Operations & Other
income) of Rs. 10,050.90 lakhs as against Rs. 8,481.77
lakhs for the previous year ended March 31, 2022. Your
Company has achieved profit before tax of Rs. 313.36
lakhs for the current year as against Rs 253.56 lakhs for the
previous year. Your Company has achieved profit after tax
of Rs. 204.73 lakhs for the current year as against Rs. 217.29
lakhs for the previous year 2021-22.
Further, during the year under review, the below mentioned
significant events took place which were duly approved by
the members in the 16th AGM held on 26th September,
2022:
The Board of Directors has decided to retain the entire
profit as retained earnings. Accordingly, the Company has
not transferred any amount to the reserves for the year
ended 31st March, 2023.
The Board of Directors of your company, after considering
holistically the relevant circumstances and keeping in view
the companyâs dividend distribution policy, has decided
that it would be prudent, not to recommend any Dividend
for the year under review.
There are no material changes or commitments affecting
the financial position ofthe Company which have occurred
between the end of the financial year and the date of this
Report.
There have been no changes in the nature of business and
operations of your Company during the year under review
except that the Company has ventured into retail business
by setting up Exclusive Brand Outlets (EBOs) for the
renowned brand âJockeyâ (Page Industries Limited). The
company has set up 18 Outlets across different states of
the country including Orrisa, Maharashtra, Chhattisgarh,
Madhya Pradesh and Goa.
During the year under review, your Company has increased
its paid-up share capital from Rs. 7,64,40,000 (Rupees
Seven crore Sixty-Four Lakhs and Forty Thousand only)
to Rs. 11,46,60,000 (Rupees Eleven crore Forty-Six Lakhs
and Sixty Thousand only) by issuance of 38,22,000 (Thirty-
Eight Lakhs Twenty-Two Thousand) Bonus Equity Shares
of Face Value of Rs. 10/- (Rupees Ten only) each, credited
as fully paid up Equity Shares to eligible Members of the
Company in the proportion of 1 (One only) new fully paid
up Equity Share of Face Value of Rs. 10/- (Rupees Ten only)
each for every 2 (Two only) existing fully paid-up Equity
Share of Face Value of Rs. 10/- (Rupees Ten only).
During the year under review, your Company has
introduced Employee Stock Option Plan under a scheme
named âShree Vasu Logistics Limited-Employee Stock
Option Plan 2022â (SVLL-ESOP 2022). SVLL-ESOP 2022
was duly approved by the Board vide Board Resolution
dated August 29, 2022 and Members Resolution passed in
the 16th AGM held on September 26, 2022. The relevant
details as per Rule 12 (9) of the Companies (Share Capital
and Debenture) Rules, 2014 and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
are as under:
|
S.No. |
Description |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
1. |
Date of shareholders'' approval |
September 26, 2022 |
|
|
2. |
Total number of options approved under ESOS |
5,00,000 |
|
|
3. |
Vesting requirements |
As may be decided by the |
|
|
4. |
Exercise price or pricing formula |
As may be decided by the |
|
|
5. |
Maximum term of options granted |
As may be decided by the |
|
|
6. |
Source of share |
Primary |
|
|
7. |
Variation in terms of options |
No Variations |
|
|
8. |
Method used to account for ESOS |
Fair Value Method |
|
S.No. |
Description |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
1. |
Number of options outstanding at the beginning of the |
Nil |
|
|
2. |
Number of options granted during the year |
1,55,700 |
|
|
3. |
Number of options forfeited / lapsed during the year |
||
|
4. |
Number of options vested during the year |
||
|
5. |
Number of options exercised during the year |
||
|
6. |
Number of shares arising as a result of exercise of options |
NA |
|
|
7. |
Amount realized by exercise of options |
||
|
8. |
Loan repaid by the Trust during the year from exercise |
NA |
|
|
9. |
Number of options outstanding at the end of the year |
3,44,300 |
|
|
10. |
Number of options exercisable at the end of the year (out |
85000 |
Description of the method and significant assumptions used during the year to estimate the fair value of the options, including the
following weighted average information:
The Black Scholes option-pricing model was developed for estimating fair value of traded options that have no vesting restrictions and are fully
transferable. Since option-pricing models require use of substantive assumptions, changes therein can materially affect fair value of options.
The option pricing models do not necessarily provide a reliable measure of fair value of options.
THE FAIR VALUE HAS BEEN CALCULATED USING THE BLACK SCHOLES OPTION PRICING MODEL. THE ASSUMPTIONS
USED IN THE MODEL ARE AS FOLLOWS:
|
ESOP Series |
ESOP''22 |
ESOP''22 |
ESOP''22 |
|
|
Yeai |
Year 1 |
Year 2 |
Year 3 |
|
|
Vesting |
33.34% |
33.33% |
33.33% |
|
|
Variable |
Value |
Value |
Value |
|
|
Spot Price |
S |
134.00 |
134.00 |
134.00 |
|
Exercise Price |
K |
60.00 |
60.00 |
60.00 |
|
Risk Free Rate |
r |
7.33% |
7.19% |
6.95% |
|
Average Option Life |
t |
0.54 |
1.04 |
1.54 |
|
Volatility |
SD |
45.96% |
59.96% |
58.81% |
|
Call Value |
Call |
76.40 |
80.06 |
83.12 |
a) Senior
|
S.No. |
Name of the senior |
Designation |
No. of options granted du¬ |
Exercise Price |
|
1. |
Anil Kumar Katre |
AGM |
5100 |
60 |
|
2. |
Manoj Chandrakar |
AGM |
5100 |
60 |
|
3. |
Khileshwar Verma |
AGM |
5100 |
60 |
|
4. |
Nishit Parmar |
Sr. Manager-Marketing |
5100 |
60 |
|
5. |
Nitin Gulechha |
Sr. Manager-Accounts |
5100 |
60 |
|
6. |
Shreety Sahu |
Sr. Manager-IT (Software) |
5100 |
60 |
b) Any other employee who receives a grant in any one year of
option amounting to 5% or more of option granted during that
year: NIL
c) Identified employees who were granted option, during
any one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
company at the time of grant: NIL
The method used and the assumptions made to
incorporate the effects of expected early exercise: NA
How expected volatility was determined, including an
explanation of the extent to which expected volatility
was based on historical volatility: We have considered
the historical price of the company at the stock exchange,
where the trading volume is high. The average closing
price on weekly basis was taken to calculate the volatility
of the shares.
Whether any other features of the options granted were
incorporated into the measurement of fair value, such as
a market condition: No
Details of revision of financial statement or the report
The company has not revised its financial statement or the
Report in respect of any of the three preceding financial
years; neither voluntarily nor pursuant to the order of a
judicial authority.
Industry Overview
The Indian logistics industry is growing, due to a flourishing
e-commerce market and technological advancement.
The logistics sector in India is predicted to account for
14.4% of the GDP. The industry has progressed from a
transportation and storage-focused activity to a specialized
function that now encompasses end-to-end product
planning and management, value-added services for last-
mile delivery, predictive planning, and analytics, among
other things. One of the key drivers of this expansion is
projected to be the rise of India''s logistics industry, which
employs 22 million people and serves as the backbone for
various businesses. The logistics sector in India was valued
at US$ 250 billion in 2021, with the market predicted to
increase to an astounding US$ 380 billion by 2025, at a
healthy 10%-12% year-on-year growth rate. Moreover, the
government is planning to reduce the logistics and supply
chain cost in India from 13-14% to 10% of the GDP as per
industry standards.
Industry overview is more specifically described in the
Management Discussion and Analysis Report (MDAR)
which forms part of Boardâs Report.
Capital Structures
Authorised Share Capital
During the year under review, the Authorized Share Capital
of the Company has been increased from Rs. 9,00,00,000
(Rupees Nine Crore only) to Rs. 15,00,00,000 (Rupees
Fifteen Crore only) vide special resolution of members of
the Company passed at the 16th Annual General Meeting
of the members of the Company held on 26th September,
2022.
Paid Up Share Capital
During the year under review, the Paid-up Share Capital
of the Company has been increased from Rs. 7,64,40,000/-
(Rupees Seven Crore Sixty-Four Lakhs and Forty Thousand
only) to 11,46,60,000 (Rupees Eleven Crore Forty-Six
Lakhs and Sixty Thousand only) by issuance of 38,22,000
bonus shares of Rs. 10 each.
Your Company continues to enjoy a moderate credit rating which denotes a high degree of safety regarding timely servicing of its fina
obligations. During the year under review, your Company approached to CARE Ratings Limited to review the ratings assigned. CARE has
re-assigned credit ratings on March 25, 2023 which are given hereunder:
The composition of the Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors.
They show active participation at the board and committee meetings, which enhances the transparency and adds value.
As on March 31, 2023, the Board of company consists of Six (6) Directors. The composition and category of Directors is as follows:
|
Facility/Instrument |
Rating |
|
Long-term Bank Facilities |
CARE BBB-; Stable (Triple B Minus; Outlook: Stable) |
|
Short Term Bank Facilities |
CARE A3 |
MANAGEMENT
During the year under review, Mr. Dhairya Jhamb (DIN- 01395425) has been appointed as an Independent Director with effect from 1st January,
2023, for a period of five years.
In the opinion of the Board, the above Director appointed during the year have integrity, relevant expertise and experience (including the
proficiency) to act as an Independent Directors of the Company.
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Preeti Garg (DIN: 07048745) is liable to retire by rotation at the
ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment.
During the year under review, the following changes have taken place in the Key managerial Personnel (KMP) of the Company:
|
Name of the KMP |
Designation of the KMP |
Appointment/Cessation |
Effective Date |
|
Gautam Bandhe |
Company Secretary & Compliance |
Cessation |
04-04-2022 |
|
Surabhi Deshmukh |
Company Secretary & |
Appointment |
18-04-2022 |
|
Loknidi Akhilesh Rao |
Chief Executive Officer |
Appointment |
21-07-2022 |
|
Category |
Name of Directors |
DIN |
|
Promoter & Managing Director |
Mr. Atul Garg |
01349747 |
|
Promoter & Wholetime Director |
Mr. Shree Bhushan Garg |
01349775 |
|
Non-Executive Director |
Mrs. Preeti Garg |
07048745 |
|
Non-Executive Independent Director |
Mr. Chetan Agrawal |
00748916 |
|
Non-Executive Independent Director |
Mr. Kulamani Mohanty |
08206986 |
|
Non-Executive Independent Director |
Mr. Dhairya Jhamb |
01395425 |
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of Independence as provided
under Section 149(6) of the Act and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Board of the Company after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent
Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are
Independent of the Management of the Company.
In accordance with the provisions of Section 150 of the Act read with the applicable rules made thereunder, the Independent Directors of the
Company have registered themselves in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (IICA). The
Independent Directors, unless exempted, are required to pass an online proficiency self-assessment test conducted by IICA within one year from
the date of their registration on IICA databank.
Mr. Dhairya Jhamb (DIN - 01395425) was appointed as an Independent Director with effect from 01-01-2023 for the period of five years during
the financial year under review.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and take a view on the Companyâs policies and strategy apart from other Board matters. The notice
for the board meetings is given well in advance to all the Directors.
During the year under review, the Board of Directors met Ten (10) times and board meetings were held on the following dates as mentioned
in the table:
|
S. No. |
Date of Board Meeting |
Board Strength |
Directors Present |
|
1. |
18.04.2022 |
5 |
5 |
|
2. |
30.05.2022 |
5 |
4 |
|
3. |
21.07.2022 |
5 |
5 |
|
4. |
29.08.2022 |
5 |
5 |
|
5. |
12.10.2022 |
5 |
5 |
|
6. |
14.11.2022 |
5 |
5 |
|
7. |
18.11.2022 |
5 |
5 |
|
8. |
20.12.2022 |
5 |
5 |
|
9. |
13.01.2023 |
6 |
4 |
|
10. |
15.02.2023 |
6 |
6 |
THE INTERVENING GAP BETWEEN THE MEETINGS WAS WITHIN THE PERIOD PRESCRIBED UNDER THE COMPANIES
ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
|
Name of Directors |
Number of Meeting entitled |
Number of Meetings |
|
Mr. Shree Bhushan Garg |
10 |
10 |
|
Mr. Atul Garg |
10 |
9 |
|
Mrs. Preeti Garg |
10 |
8 |
|
Mr. Chetan Agrawal |
10 |
10 |
|
Mr. Kulamani Mohanty |
10 |
10 |
|
Mr. Dhairya Jhamb |
2 |
2 |
The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.
Meetings of Independent Directors
The Companyâs Independent Directors meet once in a
financial year without the presence of Executive Directors
or Managerial Personnel. Such meetings are conducted to
enable Independent Directors to discuss matters pertaining
to the Companyâs affairs and put forth their views to the
Lead Independent Director.
During the year under review, the Independent Directors
met on January 16th, 2023 inter alia, to:
⢠Review the performance of Non-Independent
Directors and the Board of Directors as a whole.
⢠Assess the quality, quantity and timeliness of flow of
information between the management and the Board
that is necessary for the Board to effectively and
reasonably perform its duties.
COMMITTEES OF THE BOARD
The Board has constituted various statutory committees in
compliance with the requirements of the Act and the SEBI
Listing Regulations viz. Audit Committee, Nomination and
Remuneration Committee and Stakeholdersâ Relationship
Committee. The Board of the Company has also constituted
Finance and Investment Committee of the Board.
Details of all the Statutory Committees along with their
composition and meetings held during the year are
provided in Annexure-I.
EVALUATION OF THE BOARDâS PERFORMANCE
During the year under review, the Board, in compliance
with the Companies Act, 2013 and applicable Regulations of
Securities and Exchange Board ofIndia (Listing Obligations
and Disclosure Requirements) Regulations, 2015, has
adopted formal mechanism for evaluating its performance
as well as that of its Committees and Individual Directors,
including the Chairman of the Board. The exercise was
carried out through a structured evaluation process
covering various aspects of the Boards functioning such
as composition of the Board & Committees, experience &
competencies, performance of specific duties & obligations,
governance issues etc. Separate exercise was carried out
to evaluate the performance of Individual Directors
including the Board, as a whole and the Chairman, who
were evaluated on parameters such as their participation,
contribution at the meetings and otherwise, independent
judgements, safeguarding of minority shareholders
interest, etc.
The evaluation of the Independent Directors was carried
out by the entire Board and that of the Chairman and the
Non-Independent Directors, Committees of the Board
and Board as a whole were carried out by the Independent
Directors in their separate meeting. The Independent
Directors reviewed key transactions (including related party
transactions), quality & timeliness of flow of information,
recommended measures for corporate governance, etc
The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Board and
its Committees with the Company.
NOMINATION AND REMUNERATION POLICY
Based on the recommendations of the Nomination and
Remuneration Committee, the Board has approved the
Remuneration Policy for Directors, KMP and all other
employees of the Company. As part of the policy, the
Company, inter alia, strives to ensure that:
⢠The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the
Company successfully;
⢠Relationship between remuneration and performance
is clear and meets appropriate performance
benchmarks.
⢠Remuneration to Directors, KMPs and SMPs involves
a balance between fixed and incentive pay reflecting
short and long-term performance objectives
appropriate to the working of the Company and its
goals.
The detailed Nomination & Remuneration Policy of
the Company is placed on the Companyâs website and
can be viewed at the website on the link https://www.
shreevasulogistics.com/Policies.aspx.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(3)(c)
of the Companies Act, 2013, with respect to Directorsâ
Responsibility Statement, your Directors confirm that:
a) In the preparation of the annual accounts for the
year ended March 31, 2023, the applicable accounting
standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material
departures from the same;
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 as
at March 31, 2023 and of the profit of the Company for the
year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting
fraud and other irregularities;
d) The Directors have prepared the annual accounts on
a âgoing concernâ basis;
e) The Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and are operating
effectively; and
f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
During the year under review, the Statutory Auditor and
the Secretarial Auditor have not reported any instances
of frauds committed in the Company by its officers or
employees to the Audit Committee or the Board under
Section 143(12) of the Act, as required to be reported in
this report.
The statement of disclosure of Remuneration under Section
197 (12) of the Act read with the Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (âRulesâ) is appended as Annexure II to this
Report.
Your Company has identified and documented all key
internal financial controls, which impact the financial
statements. The financial controls are tested for operating
effectiveness through ongoing monitoring and review
process of the management and independently evaluated
by the Internal Auditors. In our view the Internal Financial
Controls, affecting the financial statements are adequate
and are operating effectively.
subsidiaries, joint ventures and
associates
Your Company does not have any Subsidiaries, Joint
Ventures and Associates.
deposits
During the year under review, your Company has not
accepted any public deposit within the meaning of
provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014
and there is no outstanding deposit due for re-payment.
particulars of loans given, investments
made, guarantees given and securities
provided
Details of loans, guarantees and investments as required
under the provisions of Section 186 of the Act are given in
the standalone financial statements.
contracts and arrangements with
related parties
All Related Party Transactions entered during the year
under review were in the ordinary course of business
and on armâs length basis and pre-approved by the
Audit Committee. There were no material related party
transactions, i.e. transactions exceeding 10% of the annual
consolidated turnover as per the last audited financial
statements, were entered during the year by your Company.
The disclosure of related party transactions as required
under Section 134(3) (h) of the Act in Form AOC-2 is
appended as Annexure III to this Report. The related party
disclosures as specified in Para A of Schedule V read with
Regulation 34(3) of the Listing Regulations are given in the
Financial Statements.
corporate social responsibility (csr)
Provisions of section 135 of the Companies Act, 2013 are
not applicable to the Company since your Company does
not fall under the criteria prescribed under the said section.
However, your Company adheres to contribute for wellness
of the community and environment.
conservation of energy, technology
absorption, foreign exchange earnings
and outgo
The particulars relating to the energy conservation,
technology absorption and foreign exchange earnings and
outgo, as required under Section 134(3) (m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014
are provided in Annexure IV and form part of this report.
risk management
Risk management of the Company promotes a proactive
approach in reporting, evaluating and mitigating
risks associated with the business. Mechanisms for
identification and prioritization of risks include business
risk environment scanning and focused discussions in the
Risk Management Group (at Senior Management Level).
Identified risks are used as one of the key inputs for the
development of strategy and business plan. The respective
risk owner selects a series of actions to align risks with the
Companyâs risk appetite and risk tolerance levels to reduce
the potential impact of the risk when it occur and/or to
reduce the expected frequency of its occurrence.
The Company has adopted a Risk Management Policy to
establish a Risk Management framework for achieving
business objectives and providing protection against risk
associated with the industry in which your company
operates, in the long term. The board is responsible to
review the effectiveness of the policy on yearly basis which
is duly complied by the board during the year under review.
After ascertaining the risk in accordance with companyâs
policy, mitigation plans are finalized, owners are identified
and progress of mitigation actions are monitored and
reviewed by the senior management.
Although the company has adopted the policy regarding
the assessment of the risk and its updates are provided to
the senior management of the company the process for the
mitigation of the risk is defined under the risk management
policy of the company which is available for the access on
the website https://www.shreevasulogistics.com/ at the
link https://www.shreevasulogistics.com/upload/Risk-
Management-Policy_new.pdf
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
By virtue of Whistle Blower Policy, the Directors and
Employees of the Company are encouraged to escalate to
the level of the Audit Committee any issue of concerns
impacting and compromising with the interest of the
Company and its stakeholders in any way. The Company
is committed to adhere to highest possible standards of
ethical, moral and legal business conduct and to open
communication and to provide necessary safeguards for
protection of Directors or employees or any other person
who avails the mechanism from reprisals or victimization,
for whistle blowing in good faith. This policy also
allows the direct access to the Chairperson of the Audit
Committee. During the year under review, the Company
has not reported any complaints under Vigil Mechanism.
Details of establishment of the Vigil Mechanism have
been uploaded on the Companyâs website at https://www.
shreevasulogistics.com/upload/Whisle%20Blower%20
and%20Vigil%20Mechanism.pdf
DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS
During the year under review, there were no significant
and material orders passed by the regulators or courts
or tribunals impacting the going concern status and
Companyâs operations in future.
GENERAL MEETINGS
During the year, the Company held an Extra Ordinary
General Meetings on January 13th, 2023 and Postal Ballots
on December 23, 2022 & February 17, 2023. The Annual
General Meeting of the Company for the financial year
2021-22 was held on September 26th, 2022.
AUDITORS OF THE COMPANY:
The Members of the Company had, at their 15th AGM held
on September 9, 2021, appointed M/s. APAS & CO LLP,
Chartered Accountants, (FRN: 000340C/C400308) as the
Statutory Auditor of the Company to hold office for a term
of five years commencing from the conclusion of the 15th
AGM up to the conclusion of 20th AGM of the Company
to be held in the year 2026. The requirement to place the
matter relating to ratification of appointment of auditors
by members at every AGM has been done away with, by
the Companies (Amendment) Act, 2017 with effect from
May 7, 2018. Accordingly, no resolution is being proposed
for ratification of appointment of Statutory Auditor at the
ensuing AGM and a note in this respect has been included
in the Notice of the ensuing AGM.
The Auditorsâ Report, on the standalone Financial
Statements for the financial year 2022-23 forms part of this
Annual Report and is unmodified i.e. it does not contain
any qualification, reservation or adverse remark. And,
therefore, it does not call for any further comments from
the Board of Directors.
Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of your
Company at its meeting held on May 30th, 2022 had
appointed Mr. Amit Dharmani, Practicing Company
Secretary, (CP No. 18179) as the Secretarial Auditor of
the Company to undertake the secretarial audit of the
Company for the Financial Year 2022-23
The Company has obtained a Secretarial Audit Report for
the financial year ended March 31st, 2023 from Mrs. Amit
Dharmani, Practicing Company Secretary and Secretarial
Auditor of the Company in compliance with the provisions
of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark. The Secretarial
Audit Report given by the Secretarial Auditor in Form No.
MR-3 as per the provisions of Section 204 of the Act read
with Rules framed thereunder for the financial year ended
March 31, 2023 has been annexed to this Board Report as
Annexure V and forms part of this Annual Report.
The Board, on recommendation of the Audit Committee,
had appointed M/s SRKN & ASSOCIATES (FRN: 015910C)
as the Internal Auditor of your Company incompliance
with Section 138 of the Act read with the Companies
(Accounts) Rules, 2014 at its meeting held on May 30th,
2022 to conduct Internal Audit for Financial Year 2022-23.
Pursuant to the provisions of Section 148 (1) of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
your Company is not required to maintain cost records and
accordingly no such audit is required to be conducted.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors are adhered to comply with the provisions
of all applicable Secretarial Standards viz. the Secretarial
Standard-1 on Board Meetings (SS-1) and the Secretarial
Standard-2 on General Meetings (SS-2) issued by The
Institute of Company Secretaries of India and approved by
the Central Government.
compliance with applicable secretarial standards-
SS-1 & SS-2
ANNUAL RETURN
The Annual Return of the Company for the year ended
March 31st, 2023 prepared in compliance with Section 92
of the Act and related Rules in prescribed Form No. MGT
7 is placed on the website of the Company and can be
accessed at the web link: https://www.shreevasulogistics.
com/Annual_Return.aspx
PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
Your Company is an equal opportunity provider and believes
in providing opportunity and key positions to women
professionals. At the same time, it has been an Endeavour
of your Company to support women professionals through
a safe, healthy and conducive working environment by
creating and implementing proper policies to tackle issues
relating to safe and proper working conditions for them.
The Company has in place a Prevention of Sexual
Harassment Policy in accordance with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (âPOSH
Actâ). All women employees (permanent, contractual,
temporary, trainees) as well as women who visit the
premises of the Company for any purpose are covered
under this Policy.
Your company has complied with provisions relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment ofWomen at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. As per the provisions
of Section 21 and 22 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the report on the details of the number of cases filed
under Sexual Harassment and their disposal, during the
period under review:
During the year under review, your company has followed
|
Particulars |
Status |
|
Number of cases pending as on the beginning of the financial year |
Nil |
|
Number of complaints filed during the financial year |
Nil |
|
Number of cases pending as on the end of the financial year |
Nil |
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth
working ofthe company which are available for the access at
the website https://www.shreevasulogistics.com/ at https://
www.shreevasulogistics.com/Policies.aspx as follows:
Certain code of conduct is required from the senior
management including the Board of Directors of the
Company; they have to be abiding by the rules and laws
applicable on the company for the good governance and
business ethics. The Board of Directors has laid down
a code of Conduct, for better transparency and
accountability for all the Board Members and Employees
of the Company. All the Board members and senior
management personnel have confirmed with the code as
provided under Regulation 34(3) read with Schedule V
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the members of the Board of Director and Senior
Management have affirmed compliance with code of
conduct of Board of Directors and Senior Management for
the year ended March 31, 2023 and a Declaration in this
regard is attached as Annexure VI.
It describes their responsibility and accountability towards
the company which is available for the access at the website
of the Company at the link https://www.shreevasulogistics.
com/upload/Code-of-director-and-senior-management-
personnel.pdf
As your Company is a Listed entity, investors of the
entity expect more and more information from the
company, so under this policy the management of the
company determines the material events of the company
and discloses them for the investors. Under this policy
company may decide all those events and information
which are material and important for the investors about
the company which is available for access at the website
on the link https://www.shreevasulogistics.com/upload/
Policy-for-Determination-of-Materiality-of-Events.pdf
Under Familiarization Program all Independent Directors
(IDs) inducted into the Board are given orientations,
presentations are made by Executive Directors (EDs)
and Senior Management giving an overview of our
operations, to familiarize the IDs with the company''s
business operations. This policy includes keeping the IDs
updated about the working of the company and projects
in which the Company is involved. Companyâs policy on
Familiarization Program of Independent Directors is
available at the website of the Company at the link https://
www.shreevasulogistics.com/upload/Familiraisation-
programme.pdf
The important and price sensitive information are required
to be kept confidential on the part of the company, if
the information is disclosed this will harm the image of
the company. The definition of insider includes all the
persons connected with the company including the all
employees. This policy is applicable to all employees and
KMPs of the company. They are expected to not disclose
the confidential information of the company which affects
the performance of the company. The Code of Conduct is
available for the access at the website on the link https://
www.shreevasulogistics.com/upload/Code%20of%20
Conduct_PIT%20Regulation.pdf
The Company has formulated and adopted the âCode
of Practices and Procedures for Fair Disclosures of
Unpublished Price Sensitive Informationâ and âCode of
Conduct for Prevention of Insider Trading in Securities
of Shree Vasu Logistics Limitedâ (âCode of Conduct under
PITâ) in compliance with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time (âSEBI Insider Regulationsâ).
The Insider Trading Code has been formulated to
regulate, monitor and ensure reporting of trading by the
Employees and Connected Persons designated on the
basis of their functional role in the Company, towards
achieving compliance with the SEBI Insider Regulations
and is designed to maintain the highest ethical standards of
trading in Securities of the Company by persons to whom
the said Code is applicable. The Insider Trading Code
lays down guidelines, which advises them on procedures
to be followed and disclosures to be made, while dealing
with securities of the Company and cautions them of the
consequences of violations.
Policy for determination of âLegitimate Purposeâ as part of
the Code of Practices and Procedures for Fair Disclosures
of Unpublished Price Sensitive Information is also form
part of Code of Fair Disclosure of Unpublished Price
Sensitive Information.
Code of Conduct under PIT Regulation also laid down
the procedure for inquiry in case of leak/suspected leak of
Unpublished Price Sensitive Information;
The Code of Practices and Procedures for Fair Disclosures
of Unpublished Price Sensitive Information and Policy for
Determination of Legitimate Purposes is also is available
for the access at the website on the link https://www.
shreevasulogistics.com/upload/Code%20of%20Fair%20
Disclosure%20of%20UPSI.pdf
During the year, the Company has laid down systems and
processes in connection therewith and has taken several
initiatives to increase awareness amongst designated
employees and other employees on the applicability,
reporting and other provisions of the company''s Insider
Trading code, UPSI Leakage Policy and the SEBI Insider
Regulations which included dissemination of compliances
to be followed, do''s and dont''s, inductions etc...
Ms. Surabhi Deshmukh, Company Secretary, was
designated as Compliance Officer and Investor
Relationship Officer for dealing with dissemination of
information and disclosure of Unpublished Price Sensitive
Information and regulating, monitoring, trading and
report on trading by the Insiders as required under the
SEBI Insider Regulations. However, during the year under
review following appointment/cessation took place in the
post of Company Secretary and Compliance Officer:
|
Name of KMP |
Appointment/ Cessation |
Effective Date |
|
Gautam Bandhe |
Cessation |
04-04-2022 |
|
Surabhi Deshmukh |
Appointment |
18-04-2022 |
The Corporate records need to be kept at the places
and manner defined under the Act; policy relating to
that for the safe keeping of the documents is available
on website and can be viewed at the website https://
www.shreevasulogistics.com/ on the link https://www.
shreevasulogistics.com/upload/Policy-for-Preservation-
of-Documents.pdf
Risk is the part of the every oneâs life, while running
any business there are many kind of risks involved. To
minimize the business risk and all the factors that will
negatively affect the organization, every company tries to
follow certain procedure for the forecasting of the risk and
its management. Your Company has also framed a policy
relating to this which is available at the website and can
be viewed at https://www.shreevasulogistics.com/upload/
Risk-Management-Policy_new.pdf
Independent directors are the key part of the board
according to the Schedule IV to the Companies Act, 2013.
They are skilled, experienced and knowledgeable persons.
They are required on the board to take improved and better
decisions. The Company has framed policy relating to their
appointment which will be helpful for the board. This
policy is available at the website and can be viewed at the
link https://www.shreevasulogistics.com/upload/Terms-
and-conditon-of-IDS.pdf
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
The operations of the company are reviewed in a detailed
report on the Management Discussion and Analysis is
provided as a separate section in the Annual Report which
forms part of the Boardâs Report as Annexure-VII.
OTHER DISCLOSURES
Your Directors state the status of disclosure or reporting
requirement in respect of the following items, for the
transactions/events related to these items during the year
under review:
Corporate Governance
The Company has complied with all the mandatory
requirements as prescribed under the Listing Regulations,
including Corporate Governance requirements as specified
under Regulations 17 to 27 read with para C and D of
Schedule V and clauses (b) to (i) of sub regulation (2) of
Regulation 46 of the Listing Regulations as applicable to
the Company.
Particulars of Employees and Human Resource
Development
Your Company recognizes that its employees are its
principal assets and that itâs continued growth is dependent
upon the ability to attract and retain quality people. Your
Company also recognizes the importance of providing
training and development opportunities to its people to
enhance their skills and experiences, which in turn enables
the company to achieve its business objectives. The morale
of employees continued to remain high during the year
contributing positively to the progress of the Company.
However, aspirations of employees in India remain to be
high. This is a challenge as only growth can fulfill these
aspirations and in todayâs market scenarios one has to
perform extraordinarily to achieve growth.
Your Company has always provided a congenial
atmosphere for work to all employees. Your Company is
committed to respect universal human rights. To that end,
your Company practices and seeks to work with business
associates who believe and promote these standards. Your
Company is committed to provide equal opportunities
at all levels, safe and healthy workplaces and protecting
human health and environment. Your Company provides
opportunities to all its employees to improve their skills
and capabilities. Your Companyâs commitment extends to
SD/-
ATUL GARG
Managing Director
DIN: 01349747
its neighboring communities to improve their educational, cultural,
economic and social well-being.
Your Company provides an equal opportunity to all its employees and
does not discriminate on the grounds of race, religion, nationality,
ethnic origin, color, gender, age, citizenship, sexual orientation,
marital status or any disability not affecting the functional
requirements of the position held.
A detailed note on HR initiatives of the Company is included in
section titled âManagement Discussion and Analysis Reportâ, which is
a part of this Annual Report.
During the year under review no such events occurred which required
to be reported under this category.
During the year under review no such shares in the demat suspense
account or unclaimed suspense account which required to be reported
as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.
⢠The Company affirms that the annual listing fees for the
Financial Year 2023-24 to National Stock Exchange of India Ltd.
is duly paid
⢠There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
⢠There was no instance of onetime settlement with any Bank or
Financial Institution.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for
assistance and co-operation received from the Bankers, Central &
State Government, Local Authorities, Clients, Vendors, Advisors,
Consultants and Associates at all levels for their continued guidance
and support. Your Directors also wish to place on record their deep
sense of appreciation for their commitment, dedication and hard
work put in by every member of the Company.
SD/-
PREETI GARG
Non-Executive Director
DIN 07048745
Place: Raipur
Date: August 14,2023
Mar 31, 2018
To
Dear Members,
The Directors take pleasure in presenting their 12thAnnual Report on the business and operations of the company together with the audited financial statements for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on March 31, 2018 and the previous financial year ended March 31, 2017 is given below:
|
Particulars |
31st March 2018 |
31st March 2017 |
|
Net Sales/Income from Business operations |
31,26,79,681.05 |
27,26,43,209.39 |
|
Other Income |
17,02,971.82 |
42,76,250.13 |
|
Total income |
31,43,82,652.87 |
27,69,19,459.52 |
|
Less: Expense(Excluding depreciation) |
26,45,71,082.2 |
24,70,17,618.91 |
|
Profit before Depreciation |
4,98,11,570.67 |
2,99,01,840.61 |
|
Less: Depreciation |
1,87,84,634.91 |
1,83,44,901.92 |
|
Profit before Exceptional & extra-ordinary items & Tax |
3,10,26,935.76 |
1,15,56,938.69 |
|
Less: Exceptional Item |
0.00 |
0.00 |
|
Add/Less: Extra Ordinary Items |
0.00 |
0.00 |
|
Profit before Tax |
3,10,26,935.76 |
1,15,56,938.69 |
|
Less: Deferred tax |
(866,770.00) |
(772,773.00) |
|
Less: Incometax |
93,53,712.00 |
44,60,219.00 |
|
Less: Previous year adjustment of income tax |
0.00 |
0.00 |
|
Net Profit/ (Loss) after Tax for the year |
2,25,39,993.76 |
78,69,492.69 |
|
Dividend(including Interim if any and final) |
0.00 |
0.00 |
|
Net Profit after Dividend Tax |
2,25,39,993.76 |
78,69,492.69 |
|
Amount Transfer to General Reserves |
0.00 |
0.00 |
|
Balance carried to the Balance Sheet |
2,25,39,993.76 |
78,69,492.69 |
|
Earnings per share(Basic) |
20.07 |
12.69 |
|
Earnings per share(Diluted) |
20.07 |
12.69 |
BUSINESS OPERATION
Currently in India, the economy and marketplace is undergoing rapid changes and transformation. The volatility in the macro economy during the FY 2017- 18 continued to cast its shadow and most of the markets where the Company operates, were impacted. In present environment the Companies are operating in a marketplace where the survival of the fittest is the law. Under such market conditions, the Company recorded an exemplary financial performance. The major factors contributing for such performance and growth across all the geographies and industry verticals was the Companyâs customer centric approach and disciplined execution of complex projects and the rigor in strong internal processes. The business operations of the Company during the year were satisfactory. In Logistics unit the Board of Directors are hoping positive market conditions, company is giving efforts to capture the new areas to provide transportation services, like approaching some areas of Orissa and Maharashtra.
FINANCIAL PERFORMANCE
During the year under review, your Company has achieved total Revenue(i.e. Revenue from Operations & Other income) of Rs. 31.44 crores as against Rs.27.69 crores for the previous year ended March 31, 2017. Your Company has achieved profit before tax of Rs. 3.10 crores for the current year as against Rs. 1.16 crores for the previous year. Your Company has achieved profit after tax of Rs. 2.25 crores for the current year as against Rs. 0.79 crores for the previous year.
TRANSFER TO RESERVES
During the year under review, your company has not transferred any amount to its Reserves.
DIVIDEND
With a view to finance expansion from internal accrual for the growth of the company, your company had not recommended any dividend for the financial year ended March 31, 2018.
LISTING WITH NATIONAL STOCK EXCHANGE
Your Board is pleased to inform that the Company had successfully listed on EMERGE platform of National Stock Exchange of India Limited (NSE) with effect from June 4, 2018. Your Company has completed the Initial Public Offer (IPO) comprising of a fresh issue of 20,64,000 equity shares at a price of Rs. 45/- per equity share (inclusive of premium of Rs. 35/- per share). Consequently, the Paid-up share capital of the Company increased from Rs.5.58 crores to Rs.7.64crores after successful allotment of fresh issue of shares.
SHARE CAPITAL Authorized Share Capital
During the year under review, the Authorized Share Capital of your Company increased from Rs. 3.00 Crores to Rs.6.00 crores and from Rs. 6.00 crores to Rs. 9.00 crores in the Extra-Ordinary General Meeting of the Company held on February 7, 2018 and February 12, 2018 respectively.
Bonus Shares
During the year under review, your Company hadissued4,960,000 equity shares of Rs. 10.00 each through Bonus Issue to the existing shareholders of the Company from its security premium account in the proportion of 8:1on February 20, 2018. Consequently, the paid-up equity Share capital of the company increased to Rs. 5.58 crores divided into 55,80,000 Equity Shares of Rs. 10/- each.
Allotment of equity shares
The Company has allotted 20,64,000 equity shares by way of Initial Public Offer (IPO) on May 31, 2018. Consequently, the paid-up share capital of the company increased to Rs.7.64divided into 76,44,000 Equity Shares of Rs. 10/- each.
ALTERATION OF ARTICLES OF ASSOCIATION
During the year under review, your Company has altered its Articles of Association (AOA) as per the requirements of the Companies Act,2013 on February 20, 2018.
CONVERSION AND CHANGE OF NAME OF THE COMPANY
During the year under review, your Company has converted itself from a Private Limited Company to Public Limited Company on January 18, 2018. Thereby, the name of your company changed from âShree Vasu Logistics Private Limitedâ to âShree Vasu Logistics Limitedâ. Fresh Certificate consequent upon conversion and change of name of the Company was duly received from ROC, Chhattisgarh on February 6, 2018.
DEPOSITS
During the year under review, your Company has not accepted any public deposit within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.
SUBSIDIARIES, TOINT VENTURES AND ASSOCIATES
Your Company does not have any Subsidiaries, Joint Ventures and Associates.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Appointment of Directors:
During the year under review, as per the provisions of the Companies Act, 2013, Mr. Atul Garg (DIN: 01349747) was appointed as Managing Director of your company w.e.f February l, 20l8for a period of 5 years, Mr. Shree Bhushan Garg (DIN: 01349775) was re-appointed as Whole-time Director of your Company w.e.f. October l, 20l7for a period of 5 years, and Ms. Preeti Garg (DIN:07048745) was appointed as Non-Executive Director of your Company w.e.f. December l, 2017.
As your Company was under the process of getting its securities listed on EMERGE platform of National Stock Exchange of India Limited (NSE), the Company was required to appoint the Independent Directors in accordance with the provisions of the Companies Act, 20l3.Mr. Chetan Agrawal(DIN:007489l6) and Mr. Dhairya Kumar Jhamb (DIN: 0l395425)were appointed as Independent Directors of your Company w.e.f. February 12, 2018 for a period of 5 years.
The Independent Directors of your Company have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 of the Act and the Regulation 16(b) of Listing Regulations
ii. Key Managerial Personnel
During the year under review, Mr. Deepak Kumar Sinha was appointed as a Chief Financial Officer (CFO) of your company w.e.f February 12, 2018 and Ms. Monalisa Patni (M.No. 31881) was appointed as Company Secretary of your Company w.e.f. February 12, 2018. Subsequently, she was appointed as a Compliance Officer of your Company w.e.f. March 5, 2018.
After the closure of Financial Year, Mr. Deepak Kumar and Ms. Monalisa Patni resigned from your Company w.e.f. June 19, 2018 and July 6, 2018 respectively from their respective positions. Subsequently, Ms. Neelam Dahiya was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 6, 2018.
As detailed in point no. i, Mr. Atul Garg and Mr. Shree Bhushan Garg were appointed as KMPs with designation of Managing Director and Wholetime Director of your Company w.e.f. February l, 2018 and October l, 2017 respectively for 5 years.
iii. Directors liable to retire by rotation and being eligible offer themselves for Re-appointment
Pursuant to the provisions of Section 152(6) of the Companies Act, 20l3and in accordance with Article 145 of the Articles of Association of the Company, Mr. Atul Garg (DIN: 01349747) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.
COMPOSITION OF BOARD OF DIRECTORS
The composition of the Board of Directors of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value.
As on March 3l, 2018, the Board of company consists of Five (5) Directors. The composition and category of Directors is as follows:
|
Category |
Name of Directors |
DIN |
|
Promoter & Managing Director |
Mr. Atul Garg |
01349747 |
|
Promoter & Whole time Director |
Mr. Shree Bhushan Garg |
01349775 |
|
Non-Executive Director |
Mrs. Preeti Garg |
07048745 |
|
Non Executive Independent Director |
Mr. Chetan Agrawal |
00748916 |
|
Non Executive Independent Director |
Mr. Dhairya Kumar Jhamb |
01395425 |
MEETINGS OF INDEPENDENT DIRECTORS
The Companyâs Independent Directors meet once in a financial year without the presence of Executive Directors or Managerial Personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companyâs affairs and put forth their views to the Lead Independent Director.
During the year under review, the Independent Directors met on March 12, 2018 inter alia, to discuss:
# Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole.
-# Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors.
-# Evaluation of the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and take a view on the Companyâs policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.
During the year under review, the Board of Directors met twenty eight times and board meetings were held on the following dates as mentioned in the table:
|
Sr. No. |
Date of Board Meeting |
Board Strength |
Directors Present |
|
1 |
07.06.2017 |
2 |
2 |
|
2 |
01.09.2017 |
2 |
2 |
|
3 |
06.09.2017 |
2 |
2 |
|
4 |
19.09.2017 |
2 |
2 |
|
5 |
30.09.2017 |
2 |
2 |
|
6 |
05.10.2017 |
2 |
2 |
|
7 |
14.11.2017 |
2 |
2 |
|
8 |
15.11.2017 |
2 |
2 |
|
9 |
01.12.2017 |
3 |
3 |
|
10 |
02.01.2018 |
3 |
3 |
|
11 |
10.01.2018 |
3 |
3 |
|
12 |
13.01.2018 |
3 |
3 |
|
13 |
15.01.2018 |
3 |
3 |
|
14 |
25.01.2018 |
3 |
3 |
|
15 |
01.02.2018 |
3 |
3 |
|
16 |
06.02.2018 |
3 |
3 |
|
17 |
07.02.2018 |
3 |
3 |
|
18 |
10.02.2018 |
3 |
3 |
|
19 |
12.02.2018 |
5 |
5 |
|
20 |
15.02.2018 |
5 |
5 |
|
21 |
17.02.2018 |
5 |
3 |
|
22 |
20.02.2018 |
5 |
5 |
|
23 |
21.02.2018 |
5 |
3 |
|
24 |
26.02.2018 |
5 |
5 |
|
25 |
05.03.2018 |
5 |
5 |
|
26 |
12.03.2018 |
5 |
5 |
|
27 |
19.03.2018 |
5 |
5 |
|
28 |
27.03.2018 |
5 |
5 |
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
|
Name of Directors |
No. of Meeting entitled to attend |
No. of meetings attended Directors Present |
|
Mr. Atul Garg |
28 |
28 |
|
Mr. Shree Bhushan Garg |
28 |
28 |
|
Mrs. Preeti Garg |
20 |
20 |
|
Mr. Chetan Agrawal |
10 |
8 |
|
Mr. Dhairya Kumar Jhamb |
10 |
8 |
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
EVALUATION OF THE BOARDâS PERFORMANCE
During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,has adopted formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board &Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the
Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
COMMITTEES OF THE BOARD
The Board of Directors has constituted three Committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
Details of all the Committees along with their composition and meetings held during the year are provided in Annexure-I.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, your Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a âgoing concernâ basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS OF THE COMPANY:
STATUTORY AUDITORS
The Members of the Company at their 8thAnnual General Meeting (AGM) held in 2014, appointed M/s. Agrawal Mahendra & Co., Chartered Accountants, (FRN: 322273C), as statutory auditors of the Company, for 5 Financial Years i.e. 2014-15 to 2018-19 to hold office from the conclusion of the 8th AGM till the conclusion of the 13th AGM to be held in the year 2019.
Thus, the Statutory Auditor of the Company for the Financial Year 2017- 18 as ratified by the members of the Company were M/s. Agrawal Mahendra & Co., Chartered Accountants, (FRN: 322273C), and they have conducted the audit for the said period. And they have given their Report on the Annual Financial Statements for the financial year 2017-18.
Your Company got listed in the Financial Year 2018-19 and hence provisions of Section 139(2) of the Companies Act,2013, are applicable to the Company from the Financial Year 2018-19. Now in compliance with the provisions of Section 139(2)of the Companies Act, 2013, the Company shall not appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. The existing Statutory Auditor of the Company have already completed their tenure of 10 years in the Company and hence they have submitted their ineligibility to be ratified in the ensuing Annual General Meeting.As per the provisions of Section 139 the term of office of existing Statutory Auditor of the company is concluded from the close of Ensuing Annual General Meeting of the company.
In terms of the requirements of Section 139 of the Act read with rules made thereunder, the Board of Directors of the Company on the recommendation of the Audit Committee has appointed M/s. Agrawal & Pansari, Chartered Accountants (Firm Registration No. 003350C) as the Statutory Auditors of the Company in the Board Meeting held on August 24, 2018, for a term of 5 (five) consecutive years commencing from the conclusion of the ensuing 12th AGM till the conclusion of the 17thAGM to be held in the year 2023, on remuneration to be decided by the Board.
Further, M/s. Agrawal & Pansari, Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013; Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and SEBI (LODR) Regulations, 2015.Also, the said Chartered Accountants holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Memberâs attention is drawn to the resolution proposing the appointment of M/s. Agrawal & Pansari, Chartered Accountants, as the Statutory Auditors of the company which is forming part of the Notice convening AGM.
SECRETARIAL AUDIT
Your Company got listed on June 4, 20l8i.e after the year under review and hence provisions of Section 204 of the Companies Act, 2013 relating to Secretarial Audit and obtaining Secretarial Audit Report is not applicable to the Company. However, the Company has received consent letter from Ms. Mini Agrawal, Practicing Company Secretary, (CP No. 3883) and the Board has appointed Ms. Mini Agrawal, Practicing Company Secretary as Secretarial Auditor of the Company for Financial Year 2018-19.
INTERNAL AUDITOR
Your Company got listed on June 4, 2018 i.e after the year under review and hence provisions of Section 138 of the Companies Act, 2013 relating to Internal Audit are not applicable to the Company. However, your Company has received consent letter from Amit Kumar Agrawal& Co., Chartered Accountants, (FRN 024556C) and the Board has appointed M/s. Amit Kumar Agrawal& Co., Chartered Accountants, as Internal Auditor of the Company for Financial Year 2018-19.
COST AUDIT
Pursuant to the provisions of Section l48(l) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required tomaintain of cost records and accordingly no such audit is required to be conducted.
COMMENTS ON AUDITORSâ REPORT
During the year under review, there are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Agrawal Mahendra & Co., Statutory Auditors in their Audit Report. Further, the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.
RISK MANAGEMENT
Risk management of the Company promotes a proactive approach in reporting, evaluating and mitigating risks associated with the business. Mechanisms for identification and prioritization of risks include business risk environment scanning and focused discussions in the Risk Management Group (at Senior Management Level). Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Companyâs risk appetite and risk tolerance levels to reduce the potential impact of the risk when it occur and/or to reduce the expected frequency of its occurrence. Mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed. Although the company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the company the process for the mitigation of the risk is defined under the risk management policy of the company which is available for the access on the website shreevasulogistics.com at the link http://www.shreevasulogistics.com/Policies.aspx#collap se9
INTERNAL FINANCIAL CONTROLS
Your Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Material changes and commitments, affecting the financial position of the Company, that have occurred between the end of the financial year of the Company i.e. March 3l, 2018 and the date of the Directorsâ report i.e. August 24, 2018 is listing of equity shares of the Company on NSE EMERGE platform (SME platform).
EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORSâ REPORT
Initial Public Offering and Listing of Equity Shares
Your Company came out with an IPO of 20,64,000 Equity Shares of Face Value of 10/- each for cash at a price of 45/per Equity Share (including a share premium of Rs. 35/per Equity Share) aggregating to Rs.928.80 Lakh. The said public issue was approved by the Members in the ExtraOrdinary General Meeting of the Company held on March 5, 2018.The Public issue opened for subscription on May 23, 2018 and closed on May 25, 2018. The issue has received 309 applications for 32,64,000 Equity Shares including Market Maker Applications of 1,08,000 Equity Shares. The issue was subscribed to the extent of 1.58times as per application data. After considering the technical rejections cases, the issue was subscribed 1.56 times. The basis of allotment was finalised in consultation with the Designated Stock Exchange on May 30, 2018. The allotment of 20,64,000 Equity Shares was made on May 31, 2018. Your Company had made an application to NSE tor listing of its securities on the NSE SME platform on May 31, 2018pursuant to Initial Public Issue of 20,64,000 Equity Shares of Rs. 10.00/- each at a premium of Rs. 35.00/- per Equity Share.
NSE has given final approval for listing and trading of 20,64,000Equity Shares of Rs. 10/- each on NSE SME platform from June 4, 2018onwards with scrip code SVLL.
Your Company has complied with all the requirements prescribed by the Companies Act, 2013, various SEBI regulations and stock exchangeâs requirement, wherever required.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
CORPORATE GOVERNANCE
The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company but the Company adheres to good corporate practices at all times.Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 containing details as on the financial year ended March 31, 2018 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules 2014, is annexed herewith as Annexure-II which forms part of this report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Details of loans, guarantees and investments as required under the provisions of Section 186 of the Act are given in the standalone financial statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at www.shreevasulogistics.com at a link http://www.shreevasulogistics.com/Policies.aspx#collap se8.
The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.
There have been no materially significant related party transactions between the Company and the Directors, the management or the relatives except for those disclosed in the financial statements. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
The statement of disclosure of Remuneration under Section197 (12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ) is appended as Annexure III to this Report. Apart from that there is no employee in the company whose particulars are required to be disclosed in the report.
HUMAN RESOURCE DEVELOPMENT
Your Company recognizes that its employees are its principal assets and that itâs continued growth is dependent upon the ability to attract and retain quality people. Your Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in India remain to be high. This is a challenge as only growth can fulfill these aspirations and in todayâs market scenarios one has to perform extraordinarily to achieve growth.
Your Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, your Company practices and seeks to work with business associates who believe and promote these standards. Your Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. Your Company provides opportunities to all its employees to improve their skills and capabilities. Your Companyâs commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.
Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure IV to this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
Your Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of your Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them. Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the provisions of Section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal, during the calendar year 2017-2018 is as under:
|
Number of cases pending as on the beginning |
NIL |
|
of the financial year |
|
|
Number of complaints filed during the |
NIL |
|
financial year |
|
|
Number of cases pending as on the end of the |
NIL |
|
financial year |
DETAILS OF FRAUDS REPORTED BY AUDITORS
There are no frauds against the Company reported by the Auditors for the period under report.
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the company which are available for the access at the website www.shreevasulogistics.com at http:// www.shreevasulogistics.com/Policies.aspx, as follows:
1. Code of Conduct of Board of Directors & Senior Management
Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company which is available for the access at the website www.shreevasulogistics.com at http: / / www.shreevasulogistics.com/Policies.aspx#collap seTwo.
2. Determination of Materiality of Information & Events
As your Company has become a Listed entity, investors of the entity also expect more and more information from the company, so under this policy the management of the company determines the material events of the company and discloses them for the investors. Under this policy company may decide all those events and information which are material and important for the investors about the company which is available for access at the website www.shreevasulogistics.com on the link http://www.shreevasulogistics.com/Policies.aspx#collap se6.
3. Familiarization Program of Independent Directors
Under Familiarization Program all Independent Directors (IDs) inducted into the Board are given orientations, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Companyâs business operations. The new IDs are given an orientation on our products, group structure, board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy. This policy includes keeping updated to the independent directors about the working of the company and projects in which company is involved various programs are conducted by the company for the IDâs which is available for the access at the website www.shreevasulogistics.com on the link http://www.shreevasulogistics.com/Policies.aspx#collap se4.
4. Code of Conduct to Regulate, Monitor and Report Insider Trading
The important and price sensitive information are required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company. The definition of insider includes all the persons connected with the company including the all employees. This policy is applicable to all employees and KMPs of the company they are expected to not disclose the confidential information of the company which affects the performance of the company which is available for the access at the website www.shreevasulogistics.com on the link http://www.shreevasulogistics.com/Policies.aspx#collap seOne.
5. Nomination and Remuneration Policy
Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The detailed Nomination & Remuneration Policy of the Company is placed on the Companyâs website and can be viewed at the website www.shreevasulogistics.com on the link http://www.shreevasulogistics.com/Policies.aspx#collap se5.
6. Preservation of Documents
The Corporate records need to be kept at the places and manner defined under the Act; policy relating to that for the safe keeping of the documents is available on website and can be viewed at the website www.shreevasulogistics.com on the link http://www.shreevasulogistics.com/Policies.aspx#collap se7.
7. Policy on Related Party Transactions
The Objective of the Policy is to set out: (a) The materiality thresholds for related party transactions; and (b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner. The policy on RPT is available on website and can be viewed at the website www.shreevasulogistics.com on the link http://www.shreevasulogistics.com/Policies.aspx#collap se8.
8. Corporate Social Responsibility Policy
The company proposes to create a social impact through âhands onâ execution of the social initiatives, directly and/ or through partnerships with individuals, institutions, NGOs and local Government bodies etc. for the purpose of accessing expertise/ enhancing resources. The Company has adopted CSR Policy which is available at website of the Company at http: / / www.shreevasulogistics.com/Policies.aspx#collap se3.
9. Risk Assessment and Management Policy
Risk is the part of the every oneâs life, while running any business there are many kind of risks involved. To minimize the business risk and all the factors that will negatively affect the organization, every company tries to follow certain procedure for the forecasting of the risk and its management. Our Company has also framed a policy relating to this which is available at the website and can be viewed at http://www.shreevasulogistics.com/Policies.aspx#collap se9.
10. Prohibition of Insider Trading
With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading, Investor Grievance Redressal. which is also available on Companyâs website at http://www.shreevasulogistics.com/Policies.aspx#collap se6 .
11. Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism.
Details of establishment of the Vigil Mechanism have been uploaded on the Companyâs website at http://www.shreevasulogistics.eom/Policies.aspx#collapse11.
12. Terms and Conditions For Appointment of Independent Directors
Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013. They are skilled, experienced and knowledgeable persons. They are required on the board to take improved and better decisions. The Company has framed policy relating to their appointment which will be helpful for the board. This policy is available at the website and can be viewed at thelinkhttp: / / www.shreevasulogistics.com/Policies.aspx #collapse10.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The operations of the company are reviewed in a detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Boardâs Report as Annexure-V.
CODE OF CONDUCT
The Board of Directors has laid down a code of Conduct, for better transparency and Accountability for all the Board Memberâs and Employeeâs of the Company. All the Board members and senior management personnel have confirmed with the code.As provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and Senior Management for the year ended March 31, 2018.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.
ATUL GARG SHREE BHUSHAN GARG
Managing Director Whole time Director
DIN: 01349747 DIN: 01349775
Place: Raipur
Date: August 24, 2018
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