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Allcargo Terminals Ltd

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BSE Code : 543954 | NSE Symbol : ATL | ISIN : INE0NN701020 | Industry : Miscellaneous |


Directors Reports

To,

The Member of Allcargo Terminals Limited

(Formerly known as Allcargo Terminals Private Limited)

The Directors present their Fourth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2023

FINANCIAL HIGHLIGHTS

(' in Lakhs)

Particulars

Consolidated

Standalone
2022-23 2021-22 2022-23 2021-22

Total Income

71,718.60 12,948.29 49,118.60 -

Total Expenses

64,517.78 12,345.49 41,526.56 142.49

Profit before share of profit from associates, joint ventures, exceptional items and tax

7,200.82 602.80 7,592.05 (142.49)

Share of profits from associates and joint ventures

360.41 - - -

Profit before exceptional items and tax

7,561.43 602.80 7,592.04 (142.49)

Exceptional items

- - - -

Profit before tax after exceptional items

7,561.43 602.80 7,592.04 (142.49)

Tax expense

- Current tax

2,760.49 333.32 2,182.13 -

- Deferred tax

(1,056.98) (116.27) (723.45) -

- Adjustment of Taxes relating to earlier years

(21.63) - - -

Profit for the Year

5,879.35 385.75 6,133.36 (142.49)

Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the Financial Statements of the Company for the period ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

Pursuant to Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company"), Allcargo Terminals Limited ("Resulting Company 1"/ "ATL"/ the "Company") and TransIndia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited) ("Resulting Company 2"/ "TREL") and their respective shareholders (the "Scheme"), Container Freight Station ("CFS")/ Inland Container Depots ("ICD") business of the demerged Company was transferred to the Company from the Appointed Date i.e. April 01, 2022.

DIVIDEND

During the year under review, the Board of the Company in its meeting held on July 05, 2023, has recommended the Final Dividend of '0.50 (Fifty Paise Only) per equity share of face value of '2/- each (i.e. 25%) for the financial year ended March 31, 2023, subject to approval of the Shareholders of the Company in Annual General Meeting ("AGM").

The 'Dividend Distribution Policy' in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") has been hosted on the Company's website https://www.allcargoterminals.com/corporate- policies/.

TRANSFER TO RESERVE

During the year under review, there was no amount transferred to any of the Reserves of the Company.

PERFORMANCE REVIEW

Prior to the Scheme, the revenue from operation of the Company was nil for the financial year ended March 31, 2022. Pursuant to the Scheme becoming effective from April 01, 2023 the CFS/ ICD businesses of the demerged Company has been transferred to the Company from the Appointed Date i.e. April 01, 2022.

Pursuant to the transfer of aforesaid business, the Company is now engaging in the business of CFS / ICD and performance review for the financial year ended March 31, 2023 is given below.

Consolidated:

The revenue from operations was '70,570.87 Lakhs. The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at '15,491.23 Lakhs. The Profit for the year was '5,879.35 Lakhs.

Consolidated Cash Flow:

The Cash flows from operations was '12,490.12 Lakhs. Spend on capex was '1,130.51 Lakhs. The borrowing was '3,204.92 Lakhs. Cash and bank balances including investment in mutual funds was '2,245.46 Lakhs. The Net Debt to Equity was 0.15 times.

Standalone:

The revenue from operations was '46,850.95 Lakhs. The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") was '14,521.43 Lakhs. The Profit for the year was '6,133.37 Lakhs.

Standalone Cash Flow:

The Cash flows from operations were '10,864.58 Lakhs. Spend on capex was '1,033.82 Lakhs. The borrowing was '3,194.54 Lakhs. Cash and bank balances including investment in mutual funds was '962.57 Lakhs. The Net Debt to Equity was 0.18 times.

BUSINESS OVERVIEW

Allcargo Terminals is the leading CFS-ICD operator in the country and offers one of India's widest networks. The Company operates an asset light business model and its core business comprises of Container Freight Stations (CFS) and Inland Container Depots (ICD). We operate 7 CFS and ICD facilities in India, of which 4 are fully owned and 3 are through subsidiaries and Joint Ventures. The company has the privilege of being the market leader in JNPT and Mundra, and is among the top three CFSs in Kolkata and Chennai.

As an extension of the port infrastructure, CFSs and ICDs also offer services like Customs inspection/clearance, Stuffing/Destuffing, Weighment and storage, among others. CFS-ICD facilities are a vital cog in the EXIM supply chain of the country. The Company has strategically created its presence in CFS at key Container Terminals of the Country viz. JNPT- Mumbai, Chennai, Mundra and Kolkata, which drive around 80 percent of India's container traffic. We are also well placed to capture the ICD opportunity driven by the development and forward strides in Dedicated Freight Corridors (DFC).

At the core of the business lies our strong customer connect, reliable stakeholder management, robust systems and processes that are lean and agile making us a premier CFS service provider in the Country. The Company's business model has unique synergies with our Group companies - through ECU Worldwide globally and domestic presence through Contract Logistics (ASCPL) and Gati. For seamless services, Allcargo Terminals offers online submission of import & export documents, online invoice and online payment, new generation RFID system for track & trace of containers and E-Tariff module. In line with the India's digital thrust and Allcargo Group's Digital First strategy, our "myCFS" portal provides end-to-end CFS services in just a few clicks. With "myCFS" customers can enhance efficiencies with online facilitation of service requests, quick upload and retrieval of documents as well as access to current and archived reports. The portal also gives access to contact-less services from the comfort of your home or office.

In line with our values for protecting our environment and encouraging sustainable practices, we have installed Solar Power plant of 1000 KW at our facilities. In addition, we also undertake tree plantation drives, discourage use of single use plastic wares, and adopt usage of best in class energy efficient infrastructure. The CFS facilities adhere to highest levels of safety and quality and are fortified by well-trained and experienced professionals, as well as regular process audits. The pan-India CFS network is backed by safety and security standards that include GSV (C-TPAT - compliant), ISO and OHSAS accreditations.

STATE OF COMPANY'S AFFAIRS

The Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company"), Allcargo Terminals Limited ("Resulting Company l"/"ATL"/the "Company") and TransIndia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited) ("Resulting Company 2"/"TREL") and their respective shareholders (the "Scheme").

The Board of Directors of the Company at its meeting held on December 23, 2021 had approved the Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the "Act"), pursuant to the Scheme;

• Container Freight Station ("CFS") / Inland Container Depots ("ICD") business divisions of the demerged Company were transferred to the Company and

• Engineering and Equipment Leasing and Hiring Solutions, Logistics Park, Warehousing, Real Estate Development and Leasing Activities of the demerged Company were transferred to TREL.

The Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") vide its order dated January 05, 2023 (the "Order"), had approved the Scheme which became effective from April 01, 2023. Pursuant to the said order all the Assets and Liabilities of CFS/ ICD business Divisions of the demerged Company becomes Assets and Liabilities of the Company with effect from the Appointed Date i.e. April 01, 2022.

Listing of Shares

The Company had received In-principle approval for listing of 24,56,95,524 equity shares of '2/- each from BSE Limited ("BSE") on June 05, 2023 and National Stock Exchange of India Limited ("NSE") on June 08, 2023. Further the equity shares of the Company were listed and admitted for trading on BSE and NSE with effect from August 10, 2023 (BSE and NSE are collectively known as "Stock Exchanges").

CHANGES IN THE NATURE OF BUSINESS

The Company continued to provide CFS/ ICD business services to its customers and hence there was no change in the nature of business or operations of the Company, which impacted the financial position of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 2022-23 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which would adversely impact the going concern status and the Company's operations in future.

CREDIT RATING

During the year under review, the Company has not taken any Ratings from Credit Rating Agencies including for its subsidiary and joint venture companies.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Section 73 and 76 of the Act and Rules framed thereunder.

SHARE CAPITAL

During the year under review and subsequent to close of FY 202223 till the date of this Report the share capital of the Company underwent the changes as mentioned below;

i. Subdivision of face value of equity shares

on March 01, 2023, one (01) equity share of face value from ' 10/- (Rupees Ten) each was subdivided into five (05) equity shares of face value of '2/- (Rupees Two) each.

ii. Increase of Authorised Share Capital

On March 06, 2023, the Authorised Share Capital of the Company was increased from '10,00,000/- (Rupees Ten Lakhs) consisting of 5,00,000 (Five Lakhs) equity shares of ' 2/- (Rupees Two) each to '55,00,00,000/- (Rupees Fifty- Five Crores) consisting of 27,50,00,000 (Twenty-Seven Crores and Fifty Lakhs) equity shares of '2/- (Rupees Two) each.

Accordingly, as on March 31, 2023, the Issued, Subscribed and Paid-up Share Capital of the Company stood at ' 70/- (Rupees Seventy) consisting of 35 (Thirty-Five) Equity Shares of '2/- (Rupees Two) each

iii. Allotment of Equity Shares

On April 24, 2023, the Company has issued and allotted 24,56,95,524 (Twenty-Four Crores Fifty Six Lakhs Ninety Five

Thousand Five Hundred and Twenty Four) equity shares of face value of '2/- (Rupees Two) each pursuant to the Scheme to the Shareholders of the Demerged Company in the ratio of one fully paid-up equity share of face value of '2/- (Rupees Two) each of the Company for every one fully paid-up equity share of face value of '2/- (Rupees Two) each held in the Demerged Company as on Record Date i.e. April 18, 2023.

Pursuant to aforesaid allotment, pre-scheme paid-up share capital of '70/- (Rupees Seventy) consisting of 35 (Thirty- Five) equity shares of '2/- (Rupees Two) were cancelled.

CORPORATE GOVERNANCE REPORT

During the year under review the Company was not listed on the Stock Exchanges, hence the provisions of Listing Regulations were not applicable to the Company for the FY2022-23.

The Company is in compliance with the requirements of Corporate Governance norms as per the Listing Regulations, post listing of equity shares of the Company on Stock Exchanges.

BOARD OF DIRECTORS

Number of Meetings of the Board of Directors

During the year under review, 8 (Eight) Board Meetings were convened and held on May 23, 2022; August 08, 2022; November 01, 2022; January 23, 2023; February 01, 2023; February 03, 2023; March 06, 2023 and March 31, 2023. Details of the Composition of the Board, the number of Board Meetings attended and attendance at the third AGM are as given below.

Name of the Director and Director Identification Number (DIN)

Category of Director No. of Board Meetings Attended Attendance at the 3rd AGM held on September 20, 2022

Kaiwan Kalyaniwalla* (DIN:00060776)

Chairman,

Non-Executive Director

Not Applicable Not Applicable

Suresh Kumar Ramiah# (DIN:07019419)

Managing Director, Executive Director Not Applicable Not Applicable

Vaishnavkiran Shetty* (DIN:07077444)

Non-Executive Director Not Applicable Not Applicable

Mahendra Kumar Chouhan* (DIN:00187253)

Independent Director Not Applicable Not Applicable

Radha Ahluwalia* (DIN:00936412)

Independent Director Not Applicable Not Applicable

Prafulla Chhajed* (DIN:03544734)

Independent Director Not Applicable Not Applicable

Shashi Kiran Shetty$ (DIN:00012754)

Non-Executive Director 8 Yes

Arathi Shetty$ (DIN:00088374)

Non-Executive Director 8 Yes

Ravi Jakhar$ (DIN:02188690)

Non-Executive Director 6 Yes

# Appointed w.e.f. April 01, 2023 *Appointed w.e.f. April 15, 2023 $ Resigned w.e.f. April 21, 2023

During the year under review there were no changes in the Board of Directors of the Company and subsequent to close of financial year FY2022-23 till the date of the Report following were the changes in the Board of Directors as given below.

Appointment of Managing Director

Mr Suresh Kumar Ramiah (DIN:07019419) was appointed as Managing Director of the Company for a tenure of 5 (five) years with effect from April 01, 2023.

Further the Members of the Company vide Special Resolution passed in the Extra-ordinary General Meeting ("EGM") held on April 17, 2023 had approved the appointment of Mr Suresh Kumar Ramiah as Managing Director.

Appointment of Independent Directors

In accordance with the provisions of the Act, Mr Mahendra Kumar Chouhan (DIN:00187253), Mrs Radha Ahluwalia (DIN:00936412), and Mr Prafulla Chhajed (DIN:03544734) were appointed as an Additional Non-Executive Independent Directors of the Company for a tenure of 3 (three) years with effect from April 15, 2023.

Further the Members of the Company vide Ordinary Resolution passed in the EGM held on April 17, 2023 had approved the appointment of aforesaid Non-Executive Independent Directors.

In the opinion of the Board, the above Directors appointed have integrity, relevant expertise and experience (including proficiency) to act as an Independent Directors of the Company.

Appointment of Non-Executive Non-Independent Directors

Mr Kaiwan Kalyaniwalla (DIN:00060776) and Mr Vaishnavkiran Shashikiran Shetty (DIN:07077444) were appointed with effect from April 15, 2023 as an additional Non-Executive Non-Independent Directors of the Company, liable to retire by rotation.

Further the Members vide Ordinary Resolution passed in the EGM held on April 17, 2023, had approved the appointment of aforesaid Non-Executive Non-Independent Directors.

Resignation of Directors

Mr Shashi Kiran Shetty (DIN:00012754), Mrs Arathi Shetty (DIN:00088374) and Mr Ravi Jakhar (diN:02188690) NonExecutive Non-Independent Directors of the Company, had resigned from the board with effect from April 21, 2023.

Re-appointment of Director

In accordance with the Section 152 of the Act and the Articles of Association of the Company Mr Suresh Kumar Ramiah (DIN:07019419), Managing Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

Attention of the Members is invited to the relevant item in the Notice of the 4th AGM and the explanatory Statement thereto.

Declaration by Independent Directors

The Company has received declarations from all Independent Directors appointed with effect from April 15, 2023, confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 16 and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review appointment of KMP was not applicable to the Company. Subsequent to close of financial year FY2022-23 till the date of the Report appointment and resignation of KMPs of the Company are given below.

Appointment of KMP

• Mr Hardik Desai was appointed as Company Secretary of the Company with effect from April 01, 2023;

• Mrs Poornima Sreedhar was appointed as Chief Financial Officer of the Company with effect from April 01, 2023 and

• Mr Pritam Vartak was appointed as Chief Financial Officer of the Company with effect from July 06, 2023.

Resignation of KMP

Mrs Poornima Sreedhar has resigned from the position of Chief Financial Officer of the Company with effect from close of business hours on July 05, 2023.

COMMITTEES OF THE BOARD

During the year under review the Company was not required to constitute the Committees of the Board of Directors. Subsequent to close of financial year FY2022-23 till the date of the Report the following Statutory Committees were constituted with effect from April 15, 2023.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

1. AUDIT COMMITTEE

The Audit Committee is comprised of 3 (three) Directors of which 2 (two) are Independent Directors and 1 (one) Managing Director of the Company. All the members are well versed with finance, accounts, corporate laws and general business practices. Mr Prafulla Chhajed, an Independent Director is the Chairperson of the Committee. He is a qualified Chartered Accountant, possess expertise in finance, administration and management. The composition, terms of reference, role and power of the Audit Committee are in line with the Listing Regulations and the Act. The Committee acts as a link between the Statutory and Internal Auditors and the Board of the Company. The Company Secretary of the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. No. Name of the Committee Member

Category Committee

Position

1. Mr Prafulla Chhajed

Independent

Director

Chairperson

2. Mr Mahendra Kumar Chouhan

Independent

Director

Member

3. Mr Suresh Kumar Ramiah

Managing

Director

Member

Terms of Reference:

Recommend the appointment, remuneration and terms of appointment of auditors of the Company.

ii. Review and monitor the auditors' independence and performance and effectiveness of the audit process with the management.

iii. Examine the financial statement and the auditors' report thereon.

iv. Approve transactions of the Company with related parties (including omnibus approval) and any subsequent modification thereof.

v. Review and approve the related party transactions.

vi. Make recommendation to the Board, in case of transactions, other than transactions referred to in Section 188 of the Act entered with, other than Wholly owned Subsidiary Company and where Committee does not approve the same.

vii. Ratify the transactions for an amount as specified in Section 177 of the Act, entered into by a Director or officer of the Company, if not, approved by the Audit Committee within three months from the date of the transaction.

viii. Scrutinize inter-corporate loans and investments.

ix. Valuation of undertakings or assets of the Company, wherever it is necessary.

x. Evaluate internal financial controls and risk management systems.

xi. Review/monitor with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

xii. Call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of the financial statements before their submission to the Board and discuss any related issues with internal and statutory auditors and management of the Company.

xiii. Act in accordance with the terms of reference specified in writing by the Board.

xiv. Review with the management, the quarterly, half yearly and annual financial statements/results and Limited review report/auditor's report thereon (both standalone and consolidated) before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Directors' Responsibility Statement under Section 134(3) (c) of the Act.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with legal requirements relating to financial statements.

- Disclosure of any related party transactions and

- Modified opinion/Qualifications in the draft audit report.

xv. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

xvi. Discuss with internal auditors any significant findings and follow up there on.

xvii. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

xviii. Discuss with statutory auditors, before the audit commences about the nature and scope of audit and post-audit, to ascertain any area of concern.

xix. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xx. Review the functioning of the Whistle Blower mechanism/Vigil Mechanism.

xxi. Approve the appointment of CFo (i.e., the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

xxii. Have oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

xxiii. Review of internal controls for financial reporting and review of significant changes in internal control over financial reporting.

xxiv. Approve payment to statutory auditors for any other services rendered by the statutory auditors.

xxv. Review utilization of loans and/or advances from/ investment by the Company in the Subsidiary Company exceeding '100 crore or 10% of the asset size of the Subsidiary, whichever is higher including existing loans/ advance/investments.

xxvi. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders.

xxvii. Review and note the Compliance Certificate furnished by CEo and CFo on annual and quarterly financial statements and cash flow statements on standalone and consolidated basis.

xxviii. Carry out any other function as is mentioned in the terms of reference of the Audit Committee.

xxix. Review compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively.

xxx. Review, investigate and recommend to the Board the complaints received under the Policy and Procedure for inquiry in case of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information.

xxxi. Review with the management, performance of statutory and internal auditors and adequacy of the internal control systems.

xxxii. Review the Company's Financial Policies.

xxxiii. Consider requests from Treasury for deviations from Investment Policy and amendments thereto.

xxxiv. Select, engage and approve fees for professional advisors/consultants that the Committee may require to carry out their duties.

xxxv. The Audit Committee shall mandatory review:

- Management discussion and analysis of financial condition and results of operations.

- Management letters/letters of internal control weaknesses issued by the statutory auditors.

- Internal audit reports relating to internal control weaknesses.

- The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

- Statement of Deviations: Quarterly, annually including report of monitoring agency.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") is comprised of 3 (three) Non-executive Directors, of which 2 (two) are Independent Directors and 1 (one) is Non executive Director of the Company. Mrs Radha Ahluwalia, an Independent Director, is the Chairperson of the Committee. The composition and role of the NRC are in line with the Listing Regulations and the Act. The Company Secretary of the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. No. Name of the Committee Member

Category Committee

Position

1. Mrs Radha Ahluwalia

Independent

Director

Chairperson

2. Mr Mahendra Kumar Chouhan

Independent

Director

Member

3. Mr Vaishnavkiran Shetty

Non-Executive

Non

Independent

Director

Member

Terms of Reference:

a) Identify persons who are qualified to become Directors of the Company and who may be appointed in senior management (one level below the Board), key managerial personnel in accordance with the criteria laid down, recommend to the Board their appointment and removal.

b) Formulate criteria for evaluation of Independent Directors in the Board, recommend to the Board the process of Board Evaluation either (a) through in house anonymous peer-to-peer evaluation process by the Board members or (b) through an external expert. In addition thereto, the performance evaluation of Independent Directors will be required to be done by the entire Board excluding the Director being evaluated.

c) While appointing an Independent Director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The Person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

- use the services of an external agencies, if required;

- consider candidates from a wide range of backgrounds, having due regard to diversity; and

- consider the time commitments of the candidates.

d) Recommend to the Board whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

e) Devise a policy on Board Diversity.

f) Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

g) Assist the Board in formulating succession plan for the Board and Senior Management and provide an effective oversight in respect of succession planning.

h) Assist the Board in setting process for Board evaluation.

i) Recommending to the Board remuneration payable to senior management.

j) Select, engage and approve fees for professional advisors that the Committee may require to carry out their duties.

k) Review the functioning of Nomination and Remuneration Policy.

l) Oversee various aspects, compliances as mentioned in the term of references and carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee ("SRC") is comprised of 3 (three) Directors, of which 2 (two) are Independent Directors and 1 (one) is Managing Director of the Company. Mr Mahendra Kumar Chouhan, an Independent Director, is the Chairperson of the Committee. The composition and role of the SRC are in line with the Listing Regulations and the Act. The Company Secretary of the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. No. Name of the Committee Member

Category Committee

Position

1. Mr Mahendra Kumar Chouhan

Independent

Director

Chairperson

2. Mr Prafulla Chhajed

Independent

Director

Member

3. Mr Suresh Kumar Ramiah

Managing

Director

Member

Terms of Reference:

a. Consider and approve request received for transfers/ transmissions of securities of the Company, issue of duplicate certificates, re-mat/demat of securities, issue of shares lying in the Unclaimed Suspense Account etc.

b. Consider and redress grievances of the shareholders/ investors relating to transfer/transmission/demat/ remat of securities, Notice of general meetings, non receipt of Annual Report, security certificates, dividend, interest, refund orders and any other corporate benefits etc.

c. Review and monitor compliances under the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and its amendment from time to time, pertaining to Investor grievance and transfer & transmission and shareholding pattern.

d. Select, engage and approve fees for professional advisors that the Committee may require to carry out their duties.

e. Review of measures taken for effective exercise of voting rights by shareholders.

f. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

g. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

h. oversee various aspects of interest of shareholders, debenture holders and other security holders and carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility ("CSR") Committee is comprised of 3 (three) Directors, of which 1 (one) is Independent Director, 1 (one) Non-executive Non Independent Director and 1 (one) Managing Director of the Company. The composition and role of the CSR Committee are in line with the relevant provisions of the Act and Rules framed there under. The Company Secretary of the Company acts as Secretary to the Committee.

Composition of the Committee

Sr. No. Name of the Committee Member

Category Committee

Position

1. Mr Vaishnavkiran Shetty

Non-Executive

Non

Independent

Director

Chairperson

2. Mrs Radha Ahluwalia

Independent

Director

Member

3. Mr Suresh Kumar Ramiah

Managing

Director

Member

Terms of Reference

a. Formulate and recommend to the Board, a Corporate Social Responsibility ("CSR") Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act.

b. Formulate and recommend to the Board, an annual action plan which shall include the list of CSR Projects or Programmes that are approved to be undertaken in the areas or subjects as specified in Schedule VII of the Act, the manner of execution of such projects or programmes, the modalities of utilisation of funds and implementation schedules for the projects or programmes, monitoring and reporting mechanism for the projects or programmes, details of need and impact assessment, if any, for the projects undertaken by the company and recommend any alteration in such annual action plan.

c. Recommend the amount of expenditure to be incurred on the CSR activities as per limits prescribed under the Act.

d. Review the CSR projects and program or activities undertaken by the Company and recommend suitable changes as deem fit or necessary.

e. Institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

f. Carry out such other functions as may be entrusted by the Board or which may be required to be undertaken pursuant to any regulatory or statutory requirements/ stipulations prescribed from time to time.

g. Select, engage and approve fees for professional advisors/consultants that the Committee may require to carry out their duties.

h. oversee various aspects, compliances in respect of CSR expenditure and carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable.

i. To review the impact of the assessment study of the CSR Projects every 2-3 years.

BOARD EVALUATION

During the year under review, the Board carried out annual evaluation of its own performance and individual Director for FY2022-23.

The parameters for performance evaluation of the Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Company's long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions, etc.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors.

The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors and the Board.

NOMINATION AND REMUNERATION POLICY

During the year under review adoption of Nomination and Remuneration Policy was not required. Further, the Board of the Company had framed and adopted a policy on Directors, KMP and other Senior Management Personnel appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other related matters effective from April 01, 2023 in accordance with Section 178 of the Act and the Rules framed thereunder and Listing Regulations. The Nomination and Remuneration Policy of the Company is hosted on the Company's website https://www. allcargoterminals.com/corporate-policies/.

WHISTLE BLOWER POLICY

During the year under review adoption of Whistle Blower Policy was not required. Further, the Board of the Company had adopted a Whistle Blower Policy effective from July 05, 2023, and established the necessary Vigil Mechanism, which is in line with the Listing Regulations and the Act. According to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters such as unethical behaviour, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee and provides for adequate safeguards against the victimization of Whistle Blower, who avail of such mechanism and provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same.

The Whistle Blower Policy is hosted on the Company's website https://www.allcargoterminals.com/corporate-policies/.

RISK MANAGEMENT

There are systems in place which helps to identify, evaluate, monitor, control, manage, minimize and mitigate identifiable business risks.

The purpose of risk management is to achieve sustainable business growth, protect Company assets, safeguard shareholder investments, ensure compliance with applicable laws and regulations and avoid major surprises of risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. The Company's policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report ("MDA") on the business outlook and performance review for the year ended March 31, 2023, is not applicable. Further, the Company has voluntarily adopted MDA Report for the year ended March 31, 2023, and the same is available as a separate section which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review Section 135 of the Act, was not applicable to the Company. Further, the Company had adopted a Corporate Social Responsibility ("CSR") Policy as per the provisions of the Act, effective from April 01, 2023.

The CSR Policy is hosted on the Company's Website https://www. allcargoterminals.com/corporate-policies/.

CONSOLIDATED FINANCIAL STATEMENT

A statement containing the salient features of the Financial Statements of its Subsidiary and Joint Venture Companies as per the provisions of the Act, is provided in the prescribed Form AOC-1 forms part of Consolidated Financial Statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the Rules issued thereunder.

Pursuant to Section 129 of the Act the attached Consolidated Financial Statements of the Company and all its Subsidiary and Joint Venture Companies has been prepared in accordance with the applicable Ind AS provisions.

In accordance with the provisions of the Act and applicable Ind AS, the audited Consolidated Financial Statement of the Company for the financial year 2022-23, together with the Auditor's Report forms part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the Consolidated Financial Statement and related information of the Company and the separate financial statement of the subsidiary company, are available on the Company's website at https://www.allcargoterminals. com/investor-subsidiary-company/. Any member desirous of inspecting or obtaining copies of the audited financial statement, including the Consolidated Financial Statement may write to the Company Secretary at investor.relations@allcargoterminals. com.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, pursuant to the Scheme, with effect from the Appointed Date i.e. April 01, 2022, the following Companies have become Joint Ventures of the Company.

Sr. No. Name of the Company

Relationship Nature of Change* Effective Date

1 TransNepal Freight Services Private Limited

Joint Venture Transferred pursuant to the Scheme April 01, 2022

2 Allcargo Logistics Park Private Limited

Joint Venture Transferred pursuant to the Scheme April 01, 2022

*Transfer of equity shares of both the Joint Venture Companies from Allcargo Logistics Limited to the Company is in process.

The Policy for determining "Material Subsidiary" as approved by the Board, from time to time, is hosted on the Company's website

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act. There are no material significant related party transactions entered into by the Company with its Promoters or Directors which may have a potential conflict with the interest of the Company at large.

The CFS/ICD business was transferred to the Company by Allcargo Logistics Limited from appointed date i.e. April 01, 2022, as per the Scheme which was effective from April 01, 2023. During the year under review all the related party transactions/ contracts/arrangements of the Company were entered by Allcargo Logistics Limited on trust basis.

The disclosure of related party transactions as required under Section 134(3) (c) of the Act in Form aoc-2 for financial year ended March 31, 2022 is annexed as Annexure 1.

The details of related party transactions that were entered during FY2022-23 are given in the notes to the Financial Statements as per Ind AS24, which forms part of the Annual Report.

The Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board, from time to time, is hosted on the on the Company's website https://www.allcargoterminals.com/corporate- policies/.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company is engaged in the business of providing CFS/ICD services and other related logistics services which falls under the infrastructure facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided or any investment made. However, as a good governance practice of the Company, the details of loans given, guarantees and securities provided are annexed as Annexure 2. Details of investments made are provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s C.C. Dangi & Associates, Chartered Accountants ("CCDA") (Firm Registration No. 102105W) was appointed as the Statutory Auditors of the Company for a term of 5 (five) years in its First Annual General Meeting (the "AGM") held on November 30, 2020 to hold office until the conclusion of the Sixth AGM of the Company.

CCDA had resigned as Statutory Auditors of the Company with effect from April 07, 2023.

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants ("SRBA") (Firm Registration No. 101049W/E300004) was appointed as Statutory Auditors of the Company by the Members at the EGM held on April 17, 2023 till the conclusion of 4th AGM to fill casual vacancy caused due to the resignation of CCDA.

Further, the Audit Committee and Board has recommended for re-appointment of SRBA as the Statutory Auditors of the Company for a first term of four years from the conclusion of 4th AGM till the conclusion of the 8th AGM of the Company.

Further, the report of the Statutory Auditors along with the notes on the Financial Statements is enclosed to this Report. The Auditors' Reports do not contain any qualification, reservation, adverse remarks, observations or disclaimer on Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2023.

The other observations made in the Auditors' Report are self explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Board and/ or Central Government under Section 143(12) of the Act and Rules made thereunder.

Secretarial Auditor

During the year under review, the appointment of Secretarial Auditor was not applicable to Company.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES:

During the year under review Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was not applicable to the Company.

There were no employees drawing remuneration more than the limits prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, there were 239 permanent employees on the payroll of the Company as on March 31, 2023 and Median Remuneration of employees for FY 2022-23 was '5.26 Lakhs.

None of the employees who are posted and working in a country outside India, not being Directors or their relatives, draw remuneration more than the limits prescribed under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and Environment awareness among its employees. It also believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees. Successfully managing Health and Safety risks is an essential component of our business strategy. The Company has identified Health and Safety risk arising from its activities and has put proper systems, processes and controls mechanism to mitigate them.

The Company has been taking various initiatives and participating in programs of safety and welfare measures to protect its employees, equipment and other assets from any possible loss and/or damages.

The following safety related measures are taken at various locations:

• Fire and Safety drills are conducted for all employees and security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency.

• Safety Awareness Campaign like Road Safety Week, National Safety week, Fire Safety Week, Environment Day is held/ celebrated at major locations to improve the awareness of Health, Safety & Environment of employees.

• Each equipment is put through comprehensive Quality Audit and Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per the specifications by various original Equipment Manufacturer. All equipments are mandatorily ensured with PUC. Fitness certificates are issued based on the compliance of the safety norms.

• Regular training/skills to staff and contractors to inculcate importance of safety amongst them. Further, handling of Hazardous Material training and Terrorist Threat Awareness Training are provided to all employees.

• Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact on their families.

• Accident prone routes identified and supervisors allocated to have control over the vehicle movement.

• Occupational Health & Safety audits and Fire & Electrical Safety audits are conducted by competent agencies at regular intervals.

• Fortnightly visit by Doctors to office for medical counselling of employees. Further, Medical Health check-up of all employees are conducted at regular intervals.

• CCTV and Safety alarms are installed at major locations.

• Green initiatives are taken at various locations to protect the environment.

• Oxygen and temperature checks were mandatory for all staff members and visitors at all office locations.

• Operations have been modified and optimised to adhere to social distancing requirements and work with minimal staff on-site.

• All Locations undergo third party surveillance audit annually for Health, Safety and Environment and Biannual Fire & Electrical Safety audits are conducted. All observations, Suggestions for improvements during audit are implemented on priority with target dates.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as stipulated under Section 134(3)(m) of the Act and Rules framed thereunder, is annexed as Annexure 3.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has approved and adopted Policy and Guidelines for Prevention and Prohibition of Sexual Harassment at Workplace in its Board meeting held on July 05, 2023 in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "POSH Act"). All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints of sexual harassment were received.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder, an Annual Return is hosted on the website of the Company https:// www.allcargoterminals.com/investor-allcargo-terminals/.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable to the Company.

INSOLVENCY AND BANKRUPTCY

No application made or proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.

DISCLOSURE OF ONE TIME SETTLEMENT OR LOAN

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and ability confirm that-

a. that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they 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, 2023, and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, auditors, legal advisors, consultants, business associates during the year. The Directors also convey their appreciation for the contribution, dedication and confidence in the management.

For and on behalf of the Board of Directors

Sd/-

Suresh Kumar Ramiah

Managing Director DIN:07019419

Sd/-

Vaishnavkiran Shetty

Non-Executive Director DIN: 07077444

Date: August 21, 2023 Place: Mumbai

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (l) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH BASIS

Sr. No. Particulars

Related Party Transactions

(a) Name(s) of the related party and nature of relationship

Not Applicable

(b) Nature of contracts/arrangements/ transactions

Not Applicable

(c) Duration of the contracts/ arrangements/transactions

Not applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions

Not Applicable

(f) Date(s) of approval by the Board

Not Applicable

(g) Amount paid as advances, if any:

Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

Not Applicable

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM'S LENGTH BASIS

Sr. No. Particulars

Related Party Transactions

(a) Name(s) of the related party and nature of relationship

Trans India Real Estate Limited (formerly known as Trans India Realty & Logistics Parks Limited) (Group Company)

(b) Nature of contracts/arrangements/ transactions

Lease Agreement

(c) Duration of the contracts/ arrangements/transactions

CFS Chennai - 15 Years CFS JNPT - 11 Years

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

Pursuant to the Scheme of Arrangement and Demerger between Allcargo

Logistics Limited ("Demerged Company"), Allcargo Terminals Limited

("Resulting Company 1"/"the "Company") and TransIndia Real Estate Limited

(Formerly Known as TransIndia Realty & Logistics Parks Limited) ("Resulting

Company 2") and their respective shareholders (the "Scheme"):

- Container Freight Station ("CFS")/ Inland Container Depots ("ICD") business divisions of the demerged Company were transferred to the Company; and

- Engineering and Equipment Leasing and Hiring Solutions, Logistics Park, Warehousing, Real Estate Development and Leasing Activities of the demerged Company were transferred to TREL.

Post Demerger the Company had entered into lease agreement with TREL for:

- CFS Chennai for a term of 15 years effective from appointed date i.e. April 01, 2022 at rent of '1,326 Lakhs per annum subject to escalation at the rate of 5% every year on last rent paid from April 01, 2024; and

- CFS JNPT for a term of 11 years effective from appointed date i.e. April 01, 2022 at rent of '1,751 Lakhs per annum subject to escalation at the rate of 5% every year on last rent paid from April 01, 2024.

(e) Date(s) of approval by the Board, if any

April 15, 2023

(g) Amount paid as advances, if any:

NIL

 

Particulars

Nature of Related Party Transactions Salient Features and Nature of Contracts / Agreements / Transactions / Arrangements Value in Lakhs Date(s) of approval by the Board, if any.

Allcargo Logistics Limited

Group Company Sale of Services 2,461.46 March 31, 2023

Allcargo Logistics Limited

Group Company Purchase of Services 4,154.07 March 31, 2023

Trans India Real Estate Limited (Formerly Known as Trans India Reality & Logistics Park Limited)

Group Company Purchase of Services 1,891.61 March 31, 2023

Allcargo Logistics Limited

Group Company Business management cost allocation for managing the CFS division on behalf of the Company (pursuant to demerger) 2,197.23 March 31, 2023

Allcargo Logistics Limited

Group Company Transactions pursuant to demerger 14,478.71 March 31, 2023

For and on behalf of the Board of Directors

Sd/-

Suresh Kumar Ramiah

Managing Director DIN:07019419

Sd/-

Vaishnavkiran Shetty

Non-Executive Director DIN: 07077444

Date: August 21, 2023 Place: Mumbai

DETAILS OF LOANS, GUARANTEES AND SECURITIES

[Pursuant to Sections 134 and 186 of the Companies Act 2013 and Rules framed thereunder] Loans outstanding as at March 31, 2023

(' in Lakhs)

Particulars

In the beginning of the year Additions Converted to Debenture Repayment At end of the year

Not Applicable

Debentures outstanding as at March 31, 2023

(' in Lakhs)

Particulars

In the beginning of the year Additions Redemption

At end of the year

Not Applicable

Corporate Guarantee(s) outstanding as at March 31, 2023

(' in Lakhs)

Name of the Company

Name of the Bank

Amount

Speedy Multimodes Limited

HDFC Bank

4,510

TOTAL

4,510

Notes:

Loan availed by Subisidiary from the Bank have been utilised for its business purpose All figures rounded off to the nearest decimal

For and on behalf of the Board of Directors

Sd/-

Suresh Kumar Ramiah

Managing Director DIN: 07019419

Sd/-

Vaishnavkiran Shetty

Non-Executive Director DIN: 07077444

Date: August 21, 2023 Place: Mumbai

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

(a) conservation of energy

(i) The steps taken or impact on conservation of energy

The Company always strives to optimise energy conservation though it is engaged into providing the Logistics Services. The Company has installed solar panels at major locations for the energy conservations across the organization.

(ii) The steps taken by the Company for utilizing alternate sources of energy

Considering benefits of solar energy, the Company had installed the Grid connected Rooftop Solar Power Plants at its Container Freight Stations ("CFS") located at JNPT-I & JNPT Annex at Nhava Sheva, Chennai, Mundra and also its Head Office at Kalina, Mumbai.

(iii) The capital investment on energy conservation equipment

During the year under review, the Company has not incurred any capital investment on energy conservation equipment.

INFORMATION TECHNOLOGY

In line with the Company vision, mission and principles outlined by the Chairman, the company has moved forward considerably in its technology and digital transformation.

(b) technology absorption

(i) The efforts made towards technology absorption and the benefits derived like product improvement, cost reduction, product development or import substitution:

As part of the digital transformation, "Project Unnati" was initiated which was started last year and has been successfully implemented. Under this project the focus was to develop and implement a centralized state of art application which is cloud enabled, micro services based, highly scalable and redundant. All these requirements were met through the successful launch of CFSMAG 3.0 under Project Unnati. The implementation was extremely smooth covering all the seven Container Freight Stations ("CFS") / Inland

Container Depot ("ICD") locations. This application has incorporated newer modules like domestic container, empty transportation and Bar/QR code enabled prints in addition to enhancing many features, UI & UX, in line with the company's digital focus.

Project Unnati also included the launch of two new customer centric portals - mycfs.allcargologistics.com & mycfs.speedycfs.com along with mobile application to enable faceless interaction for Track & Trace, Online Service Requests (grounding, placement, priority movement, EIR requests) & Pro-forma Invoices saw significant success.

As part of this project the entire IT Network infrastructure has been revamped, thus bringing in complete redundancy. Additionally, a full-fledged alternate site as a disaster recovery solution has been implemented and regular DR drills have been conducted as scheduled very successfully.

Our company has strengthened the IT security posture in line with the NIST framework through additional security tools, new processes, continuous training, audit and tests.

(ii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

The Company has not imported any technology during the period of last three years.

(iii) The expenditure incurred on Research and Development:

The Company being a logistics service provider, there is no expenditure incurred on research and development during the year under review.

Foreign Exchange Earnings and Outgo:

(' in Lakhs)

Sr. No. Particulars

FY 2022-23 FY 2021-22

1 Foreign Exchange Earned

- -

2 Foreign Exchange Outgo

471.04 -

For and on behalf of the Board of Directors

Sd/-

Suresh Kumar Ramiah

Managing Director DIN:07019419

Date: August 21, 2023 Place: Mumbai

Sd/-

Vaishnavkiran Shetty

Non-Executive Director DIN: 07077444

Indian Economy Overview

Amidst uncertain global economic outlook, Indian economy exhibited signs of resilience. Strong economic growth in the first quarter of FY 2022-23 helped India overcome the UK to become the fifth-largest economy after it recovered from CoVID-19 pandemic shock. Currently available forecasts of India's real GDP growth for 2023-24, including those of the RBI, broadly settle between 6.0 and 6.5 per cent, this contrasts with Global GDP growth projection of 3 percent. India has emerged as the fastest- growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. In US dollar terms, India's per capita GDP has crossed USD 2,450 which represents a stride towards becoming a middle-income economy.

The Government announced Foreign Trade Policy (FTP) 2023 in March. It aims at reducing transaction costs and encourage ease of doing business through process re-engineering and automation. overall aggregate demand conditions remain resilient for the country. Government's thrust on the infrastructure and revival of corporate investments in select sectors augur well for the economy. Investment activity in India is exhibiting buoyancy on the back of strong composite Purchasing Managers Indices (PMI) readings. Merchandise exports have risen by 6 percent in FY23 to all time high of USD 447 billion and services exports remain strong. overall, merchandise imports also reached an all-time high of USD 714 billion in FY23, increasing by 16.5 per cent y-o-y. E-way bill volumes and toll collections remained strong, reaching new highs in March 2023. RBI's monetary policy measures have resulted in headline CPI inflation declining from 7.8 percent in April 2022 to 5.7 percent in March 2023 with further easing expected during the year.

(Source: IMF WEO Mar 2023, IBEF economy review, RBI economy review)

Indian Logistics Sector

India, a favoured investment destination and among fastest growing economies, is poised to be one of the top three economies and a global manufacturing hub in this decade. Logistics play a pivotal role in powering the growth in EXIM and domestic trade. India improved its logistics ranking of the World Bank to Rank 38, moving up by six places. During financial year 2023, the Prime Minister launched the National Logistics Policy (NLP) which acts as a guiding document for States / UTs seeking to formulate logistics policy (19 States / UTs have notified their logistics policy).

The National Logistics Policy has outlined the ambition and roadmap for the Indian logistics sector. The policy is centred around up gradation and digitization of logistics infrastructure & services. Further, with focus on bringing efficiency in services (processes, digital systems, regulatory framework) and human resources, the policy puts marked emphasis on streamlining processes for seamless coordination, and reduction in overall logistics cost, besides incentivizing employment generation and skilling of the workforce. NLP also lays emphasis on the shift towards more energy-efficient modes of transportation and greener fuels to reduce the carbon footprint.

Government's thrust on achieving best-in-class logistics costs and improving trade flows is led by flagship programmes like Make in India, PM Gati Shakti, Dedicated Freight Corridors (DFC), and Production Linked Incentive (PLI) schemes. Additionally, emergence of e-commerce provides a strong growth outlook for the sector. Significant opportunities emerge in the logistics value chain - Container trade, Transportation, Express Delivery, Warehousing, Processing, and Distribution.

Recognising the logistics sector as one of the seven engines of growth in the Indian economy, latest Budget allocated '1.4 lakh crore for the development of the railway infrastructure, while '20,000 crore were granted to expand the national highway network by 25,000 km. This focus on implementation of infrastructure development initiatives will strengthen the multimode supply chain network and enable the logistics industry to operate at its optimum efficiency.

Industry preferences are shifting towards integrated supply- chain services and other sophisticated solutions such as inventory optimisation and data analytics from isolated offerings such as transportation or warehousing. The logistics outlook remains robust with government-led reforms, changing industry preferences and newer business segments (e-commerce, network services).

(Source: pib.gov.in, Media reports)

Indian Container Industry

Enabling seamless movement of goods to cater to the demands of consumers across industries is essential in facilitating EXIM as well as domestic trade. Complementing the port infrastructure, the container freight stations (CFS), and inland container depots (icd) play an important role in enabling seamless movement of goods and de-congesting ports. With government focus on logistics as a sector and it's impetus on lowering logistics costs along with improving infrastructure, the CFS and ICD sector is well poised to take advantage of the growing EXIM and domestic trade in India. The government in its foreign trade policy 202126 is focusing on establishment of a mechanism that will boost exports and increase import screening to protect manufacturers. The government is looking to set up district export promotion panels and identify new export potential by selecting products and services in each district. This in turn will lead to an increase in container traffic. Container traffic at major ports stood at 170.3 million tonnes during FY23 as compared to 166.9 million tonnes during FY22. It has grown at a CAGR of 5% over FY18 to FY23.

Major Ports and Traffic Handled:

India has a coast-line of around 7,517 Kms with 12 major ports and 212 notified non-major ports along the coast-line and sea-islands. India has 12 major ports -- Deendayal (Kandla), Mumbai, Mormugao, New Mangalore, Cochin, Chennai, Ennore (Kamarajar), Tuticorin (V o Chidambaranar), Visakhapatnam, Paradip and Kolkata (including Haldia) and Jawaharlal Nehru Port.

Major ports in India handle majority of the cargo traffic. Cargo traffic at 12 major ports in India increased by 10.4% in financial year 2023, reaching its highest ever level of 795 million tonnes. Industry reports suggest capacity growth of 4-6% CAGR at major Indian ports over next four years. West Indian ports accounts for two-thirds of Indian container traffic while other one-fourth is accounted by South Indian ports.

CFS/lCD Overview

A Container Freight Station (CFS) is usually located near a port and offers bonded and non-bonded warehousing services that may be required while carrying out Exim trade and completing customs formalities. At a CFS, cargo to be exported can be stored and consolidated into containers. Similarly, cargo imported can be de-consolidated, stored and further transported to its required destination. A CFS facilitates EXIM trade and makes inter modal transportation more effective. It also optimises the process of consolidating Less than Container Load (LCL) shipments and transporting them as well as handling and storing import and export cargo with appropriate safety measures, documentation formalities and tracking facilities. A Container Freight Station is important because it offers a centralised location, situated close to or in the vicinity of a port, where importers and exporters can send their LCL shipments with the assurance that their cargo will be securely handled, stored and transported to its destination. A CFS helps to decongest ports and terminals, frees them of several customs processes and formalities by getting them completed at the CFS itself and helps make operations quick, smooth and seamless.

An Inland Container Depot (ICD) is a warehousing and cargo transit facility just like a Container Freight Station (CFS) but is situated in the hinterlands and not near a port like the CFS. Additionally, a CFS comes under the purview of the customs while an ICD can operate as an independent entity. There are around 160 CFS operating in the country, as per Government's data.

Allcargo Terminals Limited

Allcargo Terminals Limited was established with a vision to tap into the immense opportunities in the cargo terminals vertical owing to the increasing EXIM trade opportunity in India. The company operates on an asset light business model and its core business comprises of Container Freight Stations (CFS) and Inland Container Depots (ICD). As an extension of the port infrastructure, CFSs and ICDs also offer services like Customs inspection/clearance, Stuffing/Destuffing, Weighment and storage, among others. They are an important link in the movement of containerised cargo and complement the port infrastructure. Allcargo Terminals Limited is one of the largest CFS operators in India with a combined installed capacity of over one million square feet. Formerly a division of Allcargo Logistics Limited, it started CFS operations in 2003 with its first CFS at JNPT in Mumbai. Thereafter, the journey of growth continued with offering one of India's widest CFS-ICD networks. Some milestones in this trajectory include launching CFS Mundra and CFS Chennai in 2007, ICD Dadri in a Joint venture with CONCOR in 2011, another CFS in JNPT in 2012 and CFS Kolkata in 2017. Bettering the import and export mix, operations in two more facilities - one in JNPT and one in Mundra, through a subsidiary, Speedy Multimodes, in 2019.

Operational capabilities

Warehousing facilities of Allcargo Terminals Limited are spread over an area of 81,800 sq. mt., including bonded warehouses of 14,900 sq. mt. The company offers customized services that include but are not limited to, polarization, packing, labelling, stuffing, de-stuffing, storage, and examination of import and export bound cargo. Bonded and unbounded warehousing, first and last mile delivery, specialized cargo handling, and direct port delivery, also form part of the service portfolio. There are 269 reefer points available across all locations, offering handling and monitoring of reefer containers. Allcargo Terminals Limited also has expertise and experience in handling over-Dimensional Cargo (oDC) and Hazmat handling. It owns and operates state- of-the-art equipment at its CFS facilities to facilitate smooth operations. In addition to the distinction of being India's first CFS to install Rubber-tyred Gantry (RTG) cranes, equipment such as reach stackers, empty handler, RTGs, forklifts, trailers, etc. are available at all facilities. All CFSs have Customs officers posted, and this enables smooth cargo examination and clearance. Services for maintenance and storage of empty containers are also provided at the CFS facilities.

Wide operational network

Allcargo Terminals Limited has a wide, pan-India presence, and when combined with a multi-city consolidation network, gives the business a strong competitive edge. The company operates 7 CFS and ICD facilities in India, of which 4 are fully owned and 3 are through subsidiaries and Joint Ventures. The company is well-positioned at key ports of JNPT, Mundra, Chennai and Kolkata that drive more than 80% of India's container traffic. It is also best placed to capture the ICD opportunity driven by the development and forward strides in Dedicated Freight Corridors (DFC). The company has the privilege of being the market leader in JNPT, and Mundra, and is among the top three CFSs in Kolkata and Chennai.

JNPT: The company operates two CFSs at JNPT, one of which is operated through a subsidiary, Speedy Multimode. The CFSs at JNPT handle maximum volumes and offer great advantage in terms of port connectivity. They enable a smooth and seamless experience, with ample space for bonded and non-bonded warehouses, along with presence of custom officials. The company has implemented a number of innovative processes and equipment including e-oSR, e-Proforma and e-Payment technology, online Export SB declaration and Import Receiving, etc., to minimize redundancies and significantly increase efficiency. The two CFSs combined, have a static yard capacity of 9,000 TEUs. The total area covered by both the CFSs is 111 acres, and they are located at distances of 18 kms and 6 kms (Speedy) from the port.

Mundra: The company operates two CFSs at Mundra, one of which is operated through a subsidiary, Speedy Multimode. The facilities have a state-of-the-art infrastructure and are among the finest in India. The two CFSs combined, have a static yard capacity of 9,500 TEUs. The total area covered by both the CFSs is 57 acres, and they are located at a distance of 8 kms from the port.

Kolkata and Chennai: Allcargo Terminals operates one CFS each at Kolkata and Chennai. The Kolkata CFS has a static yard capacity of 2,000 TEUs and is spread across 17 acres. It is located at a distance of 2.5 kms from the port. The Chennai CFS is spread across 24 acres and has a static yard capacity of 4,000 TEUs. It is in close proximity to the port, situated at a distance of 8 kms.

Dadri ICD: The ICD at Dadri, western Uttar Pradesh, is of great strategic importance, owing to its connectivity to major ports in India and industrial areas in the north Indian hinterland. The facility has a static yard capacity of 1,800 TEUs and is spread across 11 acres, situated 1.5 kms away from access to rail.

Having a wide reach and being amongst the top players at all ports, showcases the company's business strength and ability to grow. This is further enhanced by the synergy with Allcargo Group, which has global expertise built over 30 years of experience. Not only does it create opportunities for crosssell, but also aligns with the Indian government's impetus on lowering the logistics costs through initiatives like the National Logistics Policy, Dedicated Freight Corridors, etc. other initiatives like the PLI Scheme will help grow the EXIM trade which augurs well for the growth of containerised cargo, a mainstay for the CFS/ICD business.

Our competitive strength

The main anchor and growth driver for Allcargo Terminals Limited lies in the way it operates its business and its relationships with major shipping lines and key customers. This has enabled the company to grow the volume handled at its CFS facilities.

The CFS facilities adhere to highest levels of safety and quality and are fortified by well-trained and experienced professionals, as well as regular process audits. The pan-India CFS network is backed by safety and security standards that include GSV (C-TPAT - compliant) and OHSAS accreditations.

The company has its own online portal and app, my CFS, which is a one-stop solution for contact-less CFS. The portal facilitates faceless operations and helps customers access a number of online request facilities such as Priority Movement, Grounding for Examination, etc. The portal also allows customers to generate online Performa Invoice and OSR documentation. Customers can track status and location of their containers via the my CFS portal, using RFID-enabled container tracking.

Strategy and Outlook

Allcargo Terminals, having achieved scale and experience to sustain business, regards the current year as the year to think afresh and chart its future growth trajectory. The Management aims to focus on the following areas of growth:

1) Widen our network by adding new CFSs: The company is looking to add to its existing portfolio of CFSs by scouting for opportunities at strategic locations where there is existing and foreseeable demand. With policies around enhancing efficiencies /digitisation, it will become increasingly difficult for small/local players who do not have the requisite scale and geographical advantages. With its push for manufacturing, the Government of India is poised to grow its pie of exports faster than global peers. CFSs will act as a key link in growing this export vertical.

2) Expand through ICDs and Multimodal Logistics Parks: The Indian government, in its drive to enhance domestic and global cargo movements, has introduced various policies such as National Rail Plan and National Logistics Policy. The National Rail Plan was drafted with the objective to create capacity ahead of demand by 2030, which would cater to growth in demand up to 2050. The aim is to increase the modal share of railways to 45% in freight, as compared to the current 27%, by 2030. It is important from a sustainability perspective and in line with the national commitment to reduce emission levels. The company intends to expand further in the ICD space and explore opportunities in Multimodal Logistics Parks.

3) Grow through hub and spoke model: The company plans to operate a hub and spoke model, with its existing hubs acting as custom clearing hubs, while adding spokes that can provide container storage and delivery near industrial belts.

4) Enhance digital capabilities: one of the major areas of focus for the company is enhancing its digital capabilities, to deliver better, augmented, customer experiences. The aim is to provide seamless service and optimised operations, using time-saving software and technology. The company endeavours to map and integrate digitalization at each step of the entire customer journey, to have more data available, in order to enable informed decision-making and efficient operations.

5) Explore inorganic opportunities including other adjacencies: The company intends to explore other opportunities in related and newer areas of operations. These include strategic inorganic growth opportunities with companies that have synergies with the business of Allcargo Terminals Limited and can help develop and enhance the company's presence in land, sea and air cargo terminals.

Human resources

Allcargo Terminals Limited focuses on creating an enriching environment for its employees, where it lays the opportunities for growth and inclusive development. The company provides employees with a platform where they can continuously upgrade themselves and stay up to date with the recent happenings in the industry. There are various Learning and Development programs that are carried out throughout the year, where employees can up-skill themselves. Several initiatives are carried out for employees, including fitness programmes, health check-ups, financial advice, etc. There are other engagement programs through which the company supports physical and mental well being of all its employees. Human Resource (hr) is a key enabler for the company's growth.

Currently, the company has 362 employees:

Department

Total

Corporate and Management

23

Operations

150

Accounts and Finance

66

Sales and Marketing

65

Other (HR, IT, Admin, etc)

58

Total

362

Financial Performance

For financial year 2022-23, Allcargo Terminals recorded a revenue of '706 crores, EBITDA of '143 crores, PBT of '76 crores and PAT of '59 crores. Reported results of financial year 2022-23 are not comparable with financial year 2021-22 as the former reflects the Company's performance post demerger from Allcargo Logistics.

CFS volume handled for the financial year 2022-23 stood at 567 thousand TEUs, excluding the Dadri ICD which is a Joint Venture. Total debt for the financial year 2022-23 stood at '32 crores while the cash and cash equivalents amounted to '13 crores.

Financial Ratios

Particulars

FY2022-23

Debtors Turnover

33.00

Interest Coverage Ratio

3.45

Current Ratio

0.74

Debt Equity Ratio

0.18

operating Profit Margin (%)

23%

Net Profit Margin (%)

13%

Return on Equity

34%

Risks & Concerns

The financial and related risks have been comprehensively covered in the Annual Accounts of the company together with the mitigation strategy of the same. The present and anticipated future risks are reviewed by the management of the company at regular intervals. The management takes suitable preventive steps and measures to adequately safeguard the company's resources of tangible and intangible assets. For more detailed information regarding Financial Performance of the company you may refer Director's Report forming part of this Annual Report.