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Tara Chand Logistic Solutions Ltd.

NSE:TARACHANDSM  |  58888:  |  IND:Warehousing/Supply Chain/Road Transport  |  ISIN code:INE555Z01012  |  SECT:Logistics

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You can view full text of the Director's Report for Tara Chand Logistic Solutions Ltd.
Director Report
Mar 2018

The Directors presenting their 6th Annual Report on the business and operations of the Company and statement of accounts for the year ended March 31, 2018.

Financial Summary/Highlights:

During the financial year, the performance of the Company is as under:

(Amounts in Rupees)

Particulars

2017-18

2016-17

Total Income

82,94,51,242

52,77,00,103

Less: Expenses

76,52,71,349

48,75,61,691

Profit/ (Loss) before tax

6,41,79,892

4,01,38,411

Tax Expenses

Current Tax

1,27,15,000

82,68,000

Deferred Tax

49,68,538

41,92,431

Tax Adjustments Relating to Earlier Years

4,39,382

-

Profit (Loss) After Taxation

4,60,56,973

2,76,77,980

Overview of Company''s Financial Performance:

During the year under review, Total Income of Company from Sales, Handling & Transportation Income and other Services was Rs. 82,94,51,242/- against Rs. 52,77,00,103/- in the previous year. The Company has earned net profit of Rs. 4,60,56,973/- in the current financial year and net profit of Rs. 2,76,77,980/- in the previous financial year.

Transfer to reserves:

During the financial year, the Company did not transfer any amount to reserve. However, during the year, Share Premium Reserve has been generated of Rs.18,05,79,100 /-

Dividend:

Considering the fact, future plans of the Company directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2018.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.

Public Deposits:

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries, Associate and Joint venture Companies:

As on March 31, 2018, according to Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Hence, ''Form AOC - 1'' is not applicable.

Directors and Key Managerial Personnel (''KMP''):

Directors:

- No changes in board of directors took place except the appointment of Mr. Himanshu Aggarwal as Executive Director of the Company with effect from November 1, 2017.

KMP:

- Mr. Himanshu Aggarwal appointed as Chief Financial Officer of the Company with effect from October 1, 2017.

- Ms. Madhuri Ganesh Batwal, Company Secretary & Compliance Officer of the Company has resigned with effect from May 31, 2018.

- Ms. Nishu Kansal, Appointed as Company Secretary & Compliance Officer & Key Managerial Personnel of the Company with effect from June 1, 2018.

Declaration by Independent Directors:

The Company has received necessary declaration from all Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Internal Financial Control:

As Confirmed by statutory auditor in his reports, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

Committees of the Board

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination and Remuneration Committee and

- Corporate Social Responsibility Committee

Details of the said Committees along with their charters, compositions and meetings held during the financial year, are provided in the “Report on Corporate Governance ''Annexure E'', as a part of this Annual Report.

Establishment of Vigil Mechanism:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with Section 177 of the Companies Act, 2013 or any other provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015). During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company www. tarachandindia.in/policies

Particulars of remuneration to employees:

Pursuant to the provisions of section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees are required to be provided in the Directors’ Report. However, having regard to the provisions of section 136 of the Companies Act, 2013, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors’ Report is annexed herewith as ''Annexure D''.

Corporate Governance Report:

As required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report as ‘Annexure E''

Auditors:

a) Statutory Auditors:

The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants, Chandigarh (FRN: 001954N) were appointed in the 5th Annual General Meeting to hold office from the conclusion of 5th Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year ended 31st March, 2022 subject to ratification by the members at every Annual General Meeting. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

Further, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the: Auditors in their report

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on 31st March, 2018.

b) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. AVS & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-2018, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. Report of Secretarial Auditor forms part of the Directors Report as ''Annexure C''.

- Company secretary in practice in his Secretarial Audit Report:

There is no qualification or adverse remark or disclaimer made by the secretarial auditor in his report on the secretarial audit of the Company for the financial year ended on 31st March, 2018.

Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year except the Company has listed its securities on National Stock Exchange i.e. SME Platform by making Initial Public Offer of 37,20,000 Equity shares of Rs. 10/- at an issue price of Rs. 55 /- per Share. Issue of shares helped the Company to raise an amount of Rs. 20,46,00,000 (Twenty Crores Forty Six Lakhs). Further, the Company has issued and allotted 599050 Equity Shares of Rs. 10/- each at an price of Rs. 32 /- per Share on Private Placement basis to some of the promoters of the Company on August 30, 2018.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format Form MGT.9 is annexed herewith as ''Annexure B'' to the Board’s report.

Number of Meetings of the Board:

During the financial year, 15 (Fifteen) Board Meetings were held, the details of meetings held and attendance of each directors are given in the Corporate Governance Report forming part of the Annual Report.

Director''s Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended on 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for the year ended on that date;

c) that the Directors had 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) that the Directors had prepared the accounts for the financial year ended on 31st March, 2018 on a ''going concern’ basis.

e) that Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) that Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

Policy on Director''s appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and available at www.tarachandindia.in/policies

Particulars of loans, guarantees or investments under Section 186:

During the financial year 2017-2018, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013 are not required to be furnished. Additionally mentioned in the notes to accounts of financial statements.

Particulars of contracts or arrangements made with related parties:

During the Financial Year 2017-18, all Related Party Transactions entered with the Related Parties were at arm’s length and were in the ordinary course of the business. Further, the details of transactions/contracts/arrangements referred to in Section 188 (1) of Companies Act, 2013 entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, material in nature are furnished in ''Form AOC-2'' and is attached as ''Annexure - A'' and forms part of this Report.

Corporate Social Responsibility:

The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. However, the Company voluntarily constituted Corporate Social Responsibility Committee on December 20, 2017. Further, no CSR expenditure made by the Company during the year.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

A. Conservation of Energy Technology Absorption:

1. Steps taken or impact on conservation of energy:

The Company always strives to optimize energy conservation though it is engaged into providing the Integrated Logistics Services. The Company had implemented Energy Efficient Light Emitting Diode (‘LED’) models for energy conservations at all its major locations.

2. The steps taken by the Company for utilizing alternate sources of energy:

The Company is continue to put in effort to reduce specific energy consumption. The Company is evaluating other sources of energy.

3. Capital investment on energy conservation equipment''s:

During the Financial Year, the Company has not made any new investments in the energy conservation equipment’s which is Capital in nature.

B. Technology Absorption:

- Efforts made towards technology absorption: The Company has on ongoing basis absorbed the technology for its business services and major up gradation process was carried out to improve the efficiency of the Company.

- Benefits derived as a result of the above efforts: Increasing efficiency of the Company has resulted maximum due care and without hampering services in any way.

- In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): No new technology has been imported during the year.

- Expenditure Incurred on Research and Development: The Company being an integrated logistics service provider, there is no expenditure incurred on research and development during the year under review.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Earnings

Nil

Expenditure

USD - 940500

Euro - 745000

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented, recommended by the Audit Committee and approved by Board of Directors. In the opinion of the board the below given risks may threaten the existence of the Company:

External Risk Factors:

a. Change in Government Policies

b. Changes in laws and legislation

c. Terrorist attacks, Civil Disturbances, Wars

d. Natural Disasters

e. Market conditions

f. Competition etc.

Internal Risk Factors:

a. Significant Decrease in Revenues from top ten clients

b. Legal Proceedings

c. Fuel Prices

d. Human Resource Management

e. Change in the Management etc.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. During the year, there were no complaints filed against any of the employees of the Company under this Act.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise will 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. The policy for performance evaluation of Board of Directors including Committees of Director, Individual Director, Independent Director has been disclosed on the Company’s website www.tarachandindia.in/policies

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

On behalf of the Board of Directors

Tara Chand Logistic Solutions Limited

SD/-

Vinay Kumar

Chairman & Managing Director

DIN:00151567

Add: C/O: 342 Industrial Area, Phase I,

Chandigarh - 160002

Date: August 31, 2018

Place: Chandigarh

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