SVLL // 2022-23
To
Dear Members,
Your Directors take pleasure in presenting their 17th Annual Report on
the business and operations of the company together with the Audited Financial Statements
for the Financial Year ended March 31, 2023.
COMPANY SPECIFIC INFORMATION
The financial performance of the Company for the year ended on March
31, 2023 and the previous financial year ended March 31, 2022 is given below:
FINANCIAL SUMMARY & HIGHLIGHTS
Particulars |
March 31, 2023 |
March 31,2022 |
Revenue from Operations |
10,050.90 |
8481.77 |
Other Income |
133.01 |
31.90 |
Total Income |
10,183.91 |
8513.67 |
Less: Expense (Excluding depreciation) |
8304.05 |
7216.1 |
Profit before depriciation |
1879.86 |
1297.57 |
Less Depriciation |
1,566.50 |
1044.01 |
Profit before Exceptional & extra-ordinary items &
Tax |
313.36 |
253.56 |
Less: Exceptional Item |
0.00 |
0.00 |
Add/ Less: Extra Ordinary Items |
0.00 |
0.00 |
Profit before Tax |
313.36 |
253.56 |
Less: Deferred tax |
(32.33) |
(40.63) |
Less: Income tax |
140.96 |
76.27 |
Less: Previous year adjustment of income tax |
|
0.63 |
Net Profit/ (Loss) after Tax for the year |
204.73 |
217.29 |
Dividend (including Interim if any and final) |
0.00 |
0.00 |
Net Profit after Dividend Tax |
204.73 |
217.29 |
Amount Transfer to General Reserves |
0.00 |
0.00 |
Balance carried to the Balance Sheet |
204.73 |
217.29 |
Earnings per share (Basic) |
1.79 |
1.90 |
Earnings per share (Diluted) |
1.78 |
1.90 |
Financial Performance
During the year under review, your Company has achieved total Revenue
(i.e. Revenue from Operations & Other income) of Rs. 10,050.90 lakhs as against Rs.
8,481.77 lakhs for the previous year ended March 31, 2022. Your Company has achieved
profit before tax of Rs. 313.36 lakhs for the current year as against Rs 253.56 lakhs for
the previous year. Your Company has achieved profit after tax of Rs. 204.73 lakhs for the
current year as against Rs. 217.29 lakhs for the previous year 2021-22. Further, during
the year under review, the below mentioned significant events took place which were duly
approved by the members in the 16th AGM held on 26th September, 2022:
Transfers to reserves
The Board of Directors has decided to retain the entire profit as
retained earnings. Accordingly, the Company has not transferred any amount to the reserves
for the year ended 31st March, 2023.
Dividend for financial year 2022-23
The Board of Directors of your company, after considering holistically
the relevant circumstances and keeping in view the company's dividend distribution
policy, has decided that it would be prudent, not to recommend any Dividend for the year
under review.
Material changes and commitments affecting the financial position of
the company
There are no material changes or commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of this Report.
Changes in the nature of business
There have been no changes in the nature of business and operations of
your Company during the year under review except that the Company has ventured into retail
business by setting up Exclusive Brand Outlets (EBOs) for the renowned brand
"Jockey" (Page Industries Limited).The company has set up 18 Outlets across
different states of the country including Orrisa, Maharashtra, Chhattisgarh, Madhya
Pradesh and Goa.
Issue of Bonus Shares:
During the year under review, your Company has increased its paid-up
share capital from Rs. 7,64,40,000 (Rupees Seven crore Sixty-Four Lakhs and Forty ousand
only) to Rs. 11,46,60,000 (Rupees Eleven crore Forty-Six Lakhs and Sixty ousand only) by
issuance of 38,22,000 ( irty-Eight Lakhs Twenty-Two ousand) Bonus Equity Shares of Face
Value of Rs. 10/- (Rupees Ten only) each, credited as fully paid up Equity Shares to
eligible Members of the Company in the proportion of 1 (One only) new fully paid up Equity
Share of Face Value of Rs. 10/- (Rupees Ten only) each for every 2 (Two only) existing
fully paid-up Equity Share of Face Value of Rs. 10/- (Rupees Ten only).
Employees' Stock Option Plan ("ESOP")
During the year under review, your Company has introduced Employee
Stock Option Plan under a scheme named "Shree Vasu Logistics Limited-Employee Stock
Option Plan 2022" (SVLL-ESOP 2022). SVLL-ESOP 2022 was duly approved by the Board
vide Board Resolution dated August 29, 2022 and Members Resolution passed in the 16th AGM
held on September 26, 2022.The relevant details as per Rule 12 (9) of the Companies (Share
Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, are as under:
DETAILS RELATED TO ESOS
S.No. Description |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
1. Date of shareholders' approval |
September 26, 2022 |
- |
2. Total number of options approved under ESOS |
5,00,000 |
- |
3. Vesting requirements |
As may be decided by the Nomination & Remuneration
Committee at the time of grant of options |
- |
4. Exercise price or pricing formula |
As may be decided by the Nomination & Remuneration
Committee at the time of grant of options |
- |
5. Maximum term of options granted |
As may be decided by the Nomination & Remuneration
Committee at the time of grant of options |
- |
6. Source of share |
Primary |
- |
7. Variation in terms of options |
No Variations |
- |
8. Method used to account for ESOS |
Fair Value Method |
- |
OPTION MOVEMENT DURING THE YEAR
S.No. Description |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
1. Number of options outstanding at the beginning of the
period |
Nil |
- |
2. Number of options granted during the year |
1,55,700 |
- |
3. Number of options forfeited / lapsed during the year |
- |
- |
4. Number of options vested during the year |
- |
- |
5. Number of options exercised during the year |
- |
- |
6. Number of shares arising as a result of exercise of
options |
NA |
- |
7. Amount realized by exercise of options |
- |
- |
8. Loan repaid by the Trust during the year from exercise
price received |
NA |
- |
9. Number of options outstanding at the end of the year (out
of total number of options approved under scheme) |
3,44,300 |
- |
10. Number of options exercisable at the end of the year (out
of total number of options approved under scheme) |
85000 |
- |
EMPLOYEE WISE DETAILS OF ESOP GRANTED TO SENIOR MANAGEMENT
a) Senior Management
S.No. Name of the senior management personnel |
Designation |
No. of options granted du- ring the year |
Exercise Price |
1. Anil Kumar Katre |
AGM |
5100 |
60 |
2. Manoj Chandrakar |
AGM |
5100 |
60 |
3. Khileshwar Verma |
AGM |
5100 |
60 |
4. Nishit Parmar |
Sr. Manager-Marketing |
5100 |
60 |
5. Nitin Gulechha |
Sr. Manager-Accounts |
5100 |
60 |
6. Shreety Sahu |
Sr. Manager-IT (Soffware) |
5100 |
60 |
b) Any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year: NIL
c) Identified employees who were granted option, during any one year,
equal to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant: NIL
Description of the method and significant assumptions used during the
year to estimate the fair value of the options, including the following weighted average
information:
The Black Scholes option-pricing model was developed for estimating
fair value of traded options that have no vesting restrictions and are fully transferable.
Since option-pricing models require use of substantive assumptions, changes therein can
materially affect fair value of options.The option pricing models do not necessarily
provide a reliable measure of fair value of options.
THE FAIR VALUE HAS BEEN CALCULATED USING THE BLACK SCHOLES OPTION
PRICING MODEL. THE ASSUMPTIONS USED IN THE MODEL ARE AS FOLLOWS:
ESOP Series |
ESOP'22 |
ESOP'22 |
ESOP'22 |
Year |
Year 1 |
Year 2 |
Year 3 |
Vesting |
33.34% |
33.33% |
33.33% |
Variable |
Value |
Value |
Value |
Spot Price S |
134.00 |
134.00 |
134.00 |
Exercise Price K |
60.00 |
60.00 |
60.00 |
Risk Free Rate r |
7.33% |
7.19% |
6.95% |
Average Option Life t |
0.54 |
1.04 |
1.54 |
Volatility SD |
45.96% |
59.96% |
58.81% |
Call Value Call |
76.40 |
80.06 |
83.12 |
The method used and the assumptions made to incorporate the effects of
expected early exercise: NA
How expected volatility was determined, including an explanation of the
extent to which expected volatility was based on historical volatility: We have considered
the historical price of the company at the stock exchange, where the trading volume is
high.The average closing price on weekly basis was taken to calculate the volatility of
the shares.
Whether any other features of the options granted were incorporated
into the measurement of fair value, such as a market condition: No
Details of revision of financial statement or the report
The company has not revised its financial statement or the Report in
respect of any of the three preceding financial years; neither voluntarily nor pursuant to
the order of a judicial authority.
Industry Overview
The Indian logistics industry is growing, due to a flourishing
e-commerce market and technological advancement.The logistics sector in India is predicted
to account for 14.4% of the GDP.The industry has progressed from a transportation and
storage-focused activity to a specialized function that now encompasses end-to-end product
planning and management, value-added services for last-mile delivery, predictive planning,
and analytics, among other things. One of the key drivers of this expansion is projected
to be the rise of India's logistics industry, which employs 22 million people and serves
as the backbone for various businesses.The logistics sector in India was valued at US$ 250
billion in 2021, with the market predicted to increase to an astounding US$ 380 billion by
2025, at a healthy 10%-12% year-on-year growth rate. Moreover, the government is planning
to reduce the logistics and supply chain cost in India from 13-14% to 10% of the GDP as
per industry standards.
Industry overview is more specifically described in the Management
Discussion and Analysis Report (MDAR) which forms part of Board's Report.
Capital Structures
Authorised Share Capital
During the year under review, the Authorized Share Capital of the
Company has been increased from Rs. 9,00,00,000 (Rupees Nine Crore only) to Rs.
15,00,00,000 (Rupees Fi_een Crore only) vide special resolution of members of the Company
passed at the 16th Annual General Meeting of the members of the Company held on 26th
September, 2022.
Paid Up Share Capital
During the year under review, the Paid-up Share Capital of the Company
has been increased from Rs. 7,64,40,000/- (Rupees Seven Crore Sixty-Four Lakhs and Forty
ousand only) to 11,46,60,000 (Rupees Eleven Crore Forty-Six Lakhs and Sixty ousand only)
by issuance of 38,22,000 bonus shares of Rs. 10 each.
CREDIT RATING OF SECURITIES
Your Company continues to enjoy a moderate credit rating which denotes
a high degree of safety regarding timely servicing of its financial obligations. During
the year under review, your Company approached to CARE Ratings Limited to review the
ratings assigned. CARE has duly re-assigned credit ratings on March 25, 2023 which are
given hereunder:
Facility/Instrument |
Rating |
Longterm Bank Facilities |
CARE BBB-; Stable |
|
(Triple B Minus; Outlook: Stable) |
Short Term Bank Facilities |
CARE A3 |
|
(A ree) |
MANAGEMENT
Directors (Appointment/Cessation)
During the year under review, Mr. Dhairya Jhamb (DIN- 01395425) has
been appointed as an Independent Director with effect from 1st January, 2023, for a period
of five years.
In the opinion of the Board, the above Director appointed during the
year have integrity, relevant expertise and experience (including the proffciency) to act
as an Independent Directors of the Company.
Directors Liable to Retire by Rotation and Being Eligible Offer
themselves for Re-Appointment
Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Mrs. Preeti Garg (DIN: 07048745) is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible offers herself for re-appointment.
Key Managerial Personnel (Appointment/Cessation)
During the year under review, the following changes have taken place in
the Key managerial Personnel (KMP) of the Company:
Name of the KMP |
Designation of the KMP |
Appointment/Cessation |
Effective Date |
Gautam Bandhe |
Company Secretary & Compliance Officer |
Cessation |
04-04-2022 |
Surabhi Deshmukh |
Company Secretary & Compliance Officer |
Appointment |
18-04-2022 |
Loknidi Akhilesh Rao |
Chief Executive Officer |
Appointment |
21-07-2022 |
COMPOSITION OF BOARD OF DIRECTORS
The composition of the Board of Directors of the Company is a balanced
one with an optimum mix of Executive and Non-Executive Directors. ey show active
participation at the board and committee meetings, which enhances the transparency and
adds value.
As on March 31, 2023, the Board of company consists of Six (6)
Directors.The composition and category of Directors is as follows:
Category |
Name of Directors |
DIN |
Promoter & Managing Director |
Mr. Atul Garg |
01349747 |
Promoter & Wholetime Director |
Mr. Shree Bhushan Garg |
01349775 |
Non-Executive Director |
Mrs. Preeti Garg |
07048745 |
Non-Executive Independent Director |
Mr. Chetan Agrawal |
00748916 |
Non-Executive Independent Director |
Mr. Kulamani Mohanty |
08206986 |
Non-Executive Independent Director |
Mr. Dhairya Jhamb |
01395425 |
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations
and confirmed that they meet the criteria of Independence as provided under Section 149(6)
of the Act and that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
The Board of the Company after taking these declarations on record and
acknowledging the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors of the Company and are Independent of the Management of the Company.
In accordance with the provisions of Section 150 of the Act read with
the applicable rules made thereunder, the Independent Directors of the Company have
registered themselves in the Independent Directors data bank maintained by the Indian
Institute of Corporate Affairs (IICA).The Independent Directors, unless exempted, are
required to pass an online proffciency self-assessment test conducted by IICA within one
year from the date of their registration on IICA databank.
Mr. Dhairya Jhamb (DIN 01395425) was appointed as an Independent
Director with effect from 01-01-2023 for the period of five years during the financial
year under review.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and take a view on the
Company's policies and strategy apart from other Board matters.The notice for the
board meetings is given well in advance to all the Directors.
During the year under review, the Board of Directors met Ten (10) times
and board meetings were held on the following dates as mentioned in the table:
Date of Board Meeting |
Board Strength |
Directors Present |
18.04.2022 |
5 |
5 |
30.05.2022 |
5 |
4 |
21.07.2022 |
5 |
5 |
29.08.2022 |
5 |
5 |
12.10.2022 |
5 |
5 |
14.11.2022 |
5 |
5 |
18.11.2022 |
5 |
5 |
20.12.2022 |
5 |
5 |
13.01.2023 |
6 |
4 |
15.02.2023 |
6 |
6 |
THE INTERVENING GAP BETWEEN THE MEETINGS WAS WITHIN THE PERIOD
PRESCRIBED UNDER THE COMPANIES ACT, 2013 AND SEBI _LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS_ REGULATIONS, 2015.
Name of Directors |
Number of Meeting entitled to attend |
Number of Meetings atteneded |
Mr. Shree Bhushan Garg |
10 |
10 |
Mr. Atul Garg |
10 |
9 |
Mrs. Preeti Garg |
10 |
8 |
Mr. Chetan Agrawal |
10 |
10 |
Mr. Kulamani Mohanty |
10 |
10 |
Mr. Dhairya Jhamb |
2 |
2 |
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
Meetings of Independent Directors
The Company's Independent Directors meet once in a financial year
without the presence of Executive Directors or Managerial Personnel. Such meetings are
conducted to enable Independent Directors to discuss matters pertaining to the
Company's affairs and put forth their views to the Lead Independent Director.
During the year under review, the Independent Directors met on January
16th, 2023 inter alia, to:
Review the performance of Non-Independent Directors and the
Board of Directors as a whole.
Assess the quality, quantity and timeliness of flow of
information between the management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
COMMITTEES OF THE BOARD
The Board has constituted various statutory committees in compliance
with the requirements of the Act and the SEBI Listing Regulations viz. Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship Committee.The
Board of the Company has also constituted Finance and Investment Committee of the Board.
Details of all the Statutory Committees along with their composition
and meetings held during the year are provided in Annexure-I.
EVALUATION OF THE BOARD'S PERFORMANCE
During the year under review, the Board, in compliance with the
Companies Act, 2013 and applicable Regulations of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted formal
mechanism for evaluating its performance as well as that of its Committees and Individual
Directors, including the Chairman of the Board.The exercise was carried out through a
structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & Committees, experience & competencies, performance of
specific duties & obligations, governance issues etc. Separate exercise was carried
out to evaluate the performance of Individual Directors including the Board, as a whole
and the Chairman, who were evaluated on parameters such as their participation,
contribution at the meetings and otherwise, independent judgements, safeguarding of
minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the
entire Board and that of the Chairman and the Non-Independent Directors, Committees of the
Board and Board as a whole were carried out by the Independent Directors in their separate
meeting.The Independent Directors reviewed key transactions (including related party
transactions), quality & timeliness of flow of information, recommended measures for
corporate governance, etc
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company.
NOMINATION AND REMUNERATION POLICY
Based on the recommendations of the Nomination and Remuneration
Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other
employees of the Company. As part of the policy, the Company, inter alia, strives to
ensure that:
The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully;
Relationship between remuneration and performance is clear and
meets appropriate performance benchmarks.
Remuneration to Directors, KMPs and SMPs involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
The detailed Nomination & Remuneration Policy of the Company is
placed on the Company's website and can be viewed at the website on the link
https://www. shreevasulogistics.com/Policies.aspx.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, your Directors
confirm that:
a) In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b)The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit of the Company for the year ended on that date;
c) eDirectorshavetakenproperandsufficientcareforthe maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d)The Directors have prepared the annual accounts on a
going concern' basis;
e)The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f)The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditor and the Secretarial
Auditor have not reported any instances of frauds committed in the Company by its officers
or employees to the Audit Committee or the Board under Section 143(12) of the Act, as
required to be reported in this report.
Remuneration of Directors and Employees of Company
The statement of disclosure of Remuneration under Section 197 (12) of
the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("Rules") is appended as Annexure II to this Report.
Internal Financial Controls
Your Company has identified and documented all key internal financial
controls, which impact the financial statements.The financial controls are tested for
operating effectiveness through ongoing monitoring and review process of the management
and independently evaluated by the Internal Auditors. In our view the Internal Financial
Controls, affecting the financial statements are adequate and are operating effectively.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Your Company does not have any Subsidiaries, Joint Ventures and
Associates.
DEPOSITS
During the year under review, your Company has not accepted any public
deposit within the meaning of provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding
deposit due for re-payment.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Details of loans, guarantees and investments as required under the
provisions of Section 186 of the Act are given in the standalone financial statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year under review
were in the ordinary course of business and on arm's length basis and pre-approved by
the Audit Committee.There were no material related party transactions, i.e. transactions
exceeding 10% of the annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company.
The disclosure of related party transactions as required under Section
134(3) (h) of the Act in Form AOC-2 is appended as Annexure III to this Report.The
related party disclosures as specified in Para A of Schedule V read with Regulation 34(3)
of the Listing Regulations are given in the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of section 135 of the Companies Act, 2013 are not applicable
to the Company since your Company does not fall under the criteria prescribed under the
said section.
However, your Company adheres to contribute for wellness of the
community and environment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to the energy conservation, technology
absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m)
of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in
Annexure IV and form part of this report.
RISK MANAGEMENT
Risk management of the Company promotes a proactive approach in
reporting, evaluating and mitigating risks associated with the business. Mechanisms for
identification and prioritization of risks include business risk environment scanning and
focused discussions in the Risk Management Group (at Senior Management Level). Identified
risks are used as one of the key inputs for the development of strategy and business
plan.The respective risk owner selects a series of actions to align risks with the
Company's risk appetite and risk tolerance levels to reduce the potential impact of
the risk when it occur and/or to reduce the expected frequency of its occurrence.
The Company has adopted a Risk Management Policy to establish a Risk
Management framework for achieving business objectives and providing protection against
risk associated with the industry in which your company operates, in the long term.The
board is responsible to review the effectiveness of the policy on yearly basis which is
duly complied by the board during the year under review. After ascertaining the risk in
accordance with company's policy, mitigation plans are finalized, owners are
identified and progress of mitigation actions are monitored and reviewed by the senior
management.
Although the company has adopted the policy regarding the assessment of
the risk and its updates are provided to the senior management of the company the process
for the mitigation of the risk is defined under the risk management policy of the company
which is available for the access on the website https://www.shreevasulogistics.com/ at
the link https://www.shreevasulogistics.com/upload/Risk-Management-Policy_new.pdf
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
By virtue of Whistle Blower Policy, the Directors and Employees of the
Company are encouraged to escalate to the level of the Audit Committee any issue of
concerns impacting and compromising with the interest of the Company and its stakeholders
in any way.The Company is committed to adhere to highest possible standards of ethical,
moral and legal business conduct and to open communication and to provide necessary
safeguards for protection of Directors or employees or any other person who avails the
mechanism from reprisals or victimization, for whistle blowing in good faith. is policy
also allows the direct access to the Chairperson of the Audit Committee. During the year
under review, the Company has not reported any complaints under Vigil Mechanism. Details
of establishment of the Vigil Mechanism have been uploaded on the Company's website
at https://www. shreevasulogistics.com/upload/Whisle%20Blower%20
and%20Vigil%20Mechanism.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and Company's operations in future.
GENERAL MEETINGS
During the year, the Company held an Extra Ordinary General Meetings on
January 13th, 2023 and Postal Ballots on December 23, 2022 & February 17, 2023.The
Annual General Meeting of the Company for the financial year 2021-22 was held on September
26th, 2022.
AUDITORS OF THE COMPANY:
Statutory Auditors
The Members of the Company had, at their 15th AGM held on September 9,
2021, appointed M/s. APAS & CO LLP, Chartered Accountants, (FRN: 000340C/C400308) as
the Statutory Auditor of the Company to hold office for a term of five years commencing
from the conclusion of the 15th AGM up to the conclusion of 20th AGM of the Company to be
held in the year 2026.The requirement to place the matter relating to ratification of
appointment of auditors by members at every AGM has been done away with, by the Companies
(Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of Statutory Auditor at the ensuing AGM and a
note in this respect has been included in the Notice of the ensuing AGM.
Unmodified Auditors Report
The Auditors' Report, on the standalone Financial Statements for
the financial year 2022-23 forms part of this Annual Report and is unmodified i.e. it does
not contain any qualification, reservation or adverse remark. And, therefore, it does not
call for any further comments from the Board of Directors.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your
Company at its meeting held on May 30th, 2022 had appointed Mr. Amit Dharmani, Practicing
Company Secretary, (CP No. 18179) as the Secretarial Auditor of the Company to undertake
the secretarial audit of the Company for the Financial Year 2022-23
Secretarial Audit Report
The Company has obtained a Secretarial Audit Report for the financial
year ended March 31st, 2023 from Mrs. Amit Dharmani, Practicing Company Secretary and
Secretarial Auditor of the Company in compliance with the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Unmodified Secretarial Audit Report
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.The Secretarial Audit Report given by the Secretarial
Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules
framed thereunder for the financial year ended March 31, 2023 has been annexed to this
Board Report as Annexure V and forms part of this Annual Report.
Internal Auditor
The Board, on recommendation of the Audit Committee, had appointed M/s
SRKN & ASSOCIATES (FRN: 015910C) as the Internal Auditor of your Company incompliance
with Section 138 of the Act read with the Companies (Accounts) Rules, 2014 at its meeting
held on May 30th, 2022 to conduct Internal Audit for Financial Year 2022-23.
Cost Audit
Pursuant to the provisions of Section 148 (1) of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain
cost records and accordingly no such audit is required to be conducted.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors are adhered to comply with the provisions of all
applicable Secretarial Standards viz. the Secretarial Standard-1 on Board Meetings (SS-1)
and the Secretarial Standard-2 on General Meetings (SS-2) issued byThe Institute of
Company Secretaries of India and approved by the Central Government.
compliance with applicable secretarial standards-SS-1 & SS-2
ANNUAL RETURN
The Annual Return of the Company for the year ended March 31st, 2023
prepared in compliance with Section 92 of the Act and related Rules in prescribed Form No.
MGT 7 is placed on the website of the Company and can be accessed at the web link:
https://www.shreevasulogistics. com/Annual_Return.aspx
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
YourCompanyisanequalopportunityproviderandbelieves in providing
opportunity and key positions to women professionals. At the same time, it has been an
Endeavour of your Company to support women professionals through a safe, healthy and
conducive working environment by creating and implementing proper policies to tackle
issues relating to safe and proper working conditions for them.
The Company has in place a Prevention of Sexual Harassment Policy in
accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"). All women
employees (permanent, contractual, temporary, trainees) as well as women who visit the
premises of the Company for any purpose are covered under this Policy.
Your company has complied with provisions relating to the constitution
of Internal Complaints Committee under the_SexualHarassmentofWomenatWorkplace(Prevention,
Prohibition and Redressal) Act, 2013._As per the provisions of Section 21 and 22 of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the report on the details of the number of cases filed under Sexual Harassment and their
disposal, during the period under review:
During the year under review, your company has followed
Particulars |
Status |
Number of cases pending as on the beginning of the financial
year |
Nil |
Number of complaints filed during the financial year |
Nil |
Number of cases pending as on the end of the financial year |
Nil |
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the
company which are available for the access at the website
https://www.shreevasulogistics.com/ at https:// www.shreevasulogistics.com/Policies.aspx
as follows:
Code of Conduct of Board of Directors & Senior Management
Certain code of conduct is required from the senior management
including the Board of Directors of the Company; they have to be abiding by the rules and
laws applicable on the company for the good governance and business ethics.The Board of
Directors has laid down a code of Conduct, for better transparency and
accountability for all the Board Members and Employees of the Company. All the Board
members and senior management personnel have confirmed with the code as provided under
Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the
Board of Director and Senior Management have afirmed compliance with code of conduct of
Board of Directors and Senior Management for the year ended March 31, 2023 and a
Declaration in this regard is attached as Annexure VI.
It describes their responsibility and accountability towards the
company which is available for the access at the website of the Company at the link
https://www.shreevasulogistics.
com/upload/Code-of-director-and-senior-management-personnel.pdf
Determination of Materiality of Information & Events
As your Company is a Listed entity, investors of the entity expect more
and more information from the company, so under this policy the management of the company
determines the material events of the company and discloses them for the investors. Under
this policy company may decide all those events and information which are material and
important for the investors about the company which is available for access at the website
on the link https://www.shreevasulogistics.com/upload/
Policy-for-Determination-of-Materiality-of-Events.pdf
Familiarization Program of Independent Directors
Under Familiarization Program all Independent Directors (IDs) inducted
into the Board are given orientations, presentations are made by Executive Directors (EDs)
and Senior Management giving an overview of our operations, to familiarize the IDs with
the company's business operations. is policy includes keeping the IDs updated about the
working of the company and projects in which the Company is involved. Company's
policy on Familiarization Program of Independent Directors is available at the website of
the Company at the link https://
www.shreevasulogistics.com/upload/Familiraisation-programme.pdf
Code of Conduct to Regulate, Monitor and Report Insider Trading
The important and price sensitive information are required to be kept
confidential on the part of the company, if the information is disclosed this will harm
the image of the company.The definition of insider includes all the persons connected with
the company including the all employees. is policy is applicable to all employees and KMPs
of the company. ey are expected to not disclose the confidential information of the
company which affects the performance of the company.The Code of Conduct is available for
the access at the website on the link https://
www.shreevasulogistics.com/upload/Code%20of%20 Conduct_PIT%20Regulation.pdf
Code of Fair Disclosure of Unpublished Price Sensitive Information
The Company has formulated and adopted the Code of Practices and
Procedures for Fair Disclosures of Unpublished Price Sensitive Information' and
Code of Conduct for Prevention of Insider Trading in Securities of Shree Vasu
Logistics Limited' ("Code of Conduct under PIT") in compliance with the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time ("SEBI Insider Regulations").
The Insider Trading Code has been formulated to regulate, monitor and
ensure reporting of trading by the Employees and Connected Persons designated on the basis
of their functional role in the Company, towards achieving compliance with the SEBI
Insider Regulations and is designed to maintain the highest ethical standards of trading
in Securities of the Company by persons to whom the said Code is applicable.The Insider
Trading Code lays down guidelines, which advises them on procedures to be followed and
disclosures to be made, while dealing with securities of the Company and cautions them of
the consequences of violations.
Policy for determination of "Legitimate Purpose" as part of
the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive
Information is also form part of Code of Fair Disclosure of Unpublished Price Sensitive
Information.
Code of Conduct under PIT Regulation also laid down the procedure for
inquiry in case of leak/suspected leak of Unpublished Price Sensitive Information;
The Code of Practices and Procedures for Fair Disclosures of
Unpublished Price Sensitive Information and Policy for Determination of Legitimate
Purposes is also is available for the access at the website on the link https://www.
shreevasulogistics.com/upload/Code%20of%20Fair%20 Disclosure%20of%20UPSI.pdf
Awareness and Training on Prevention of Insider Trading
During the year, the Company has laid down systems and processes in
connection therewith and has taken several initiatives to increase awareness amongst
designated employees and other employees on the applicability, reporting and other
provisions of the company's Insider Trading code, UPSI Leakage Policy and the SEBI Insider
Regulations which included dissemination of compliances to be followed, do's and dont's,
inductions etc...
Compliance Officer:
Ms. Surabhi Deshmukh, Company Secretary, was designated as Compliance
Officer and Investor Relationship Officer for dealing with dissemination of information
and disclosure of Unpublished Price Sensitive Information and regulating, monitoring,
trading and report on trading by the Insiders as required under the SEBI Insider
Regulations. However, during the year under review following appointment/cessation took
place in the post of Company Secretary and Compliance Officer:
Name of KMP |
Appointment/ Cessation |
Effective Date |
Gautam Bandhe |
Cessation |
04-04-2022 |
Surabhi Deshmukh |
Appointment |
18-04-2022 |
Policy for Preservation of Documents
The Corporate records need to be kept at the places and manner defined
under the Act; policy relating to that for the safe keeping of the documents is available
on website and can be viewed at the website https:// www.shreevasulogistics.com/ on the
link https://www. shreevasulogistics.com/upload/Policy-for-Preservation-of-Documents.pdf
Risk Management Policy
Risk is the part of the every one's life, while running any
business there are many kind of risks involved. To minimize the business risk and all the
factors that will negatively affect the organization, every company tries to follow
certain procedure for the forecasting of the risk and its management. Your Company has
also framed a policy relating to this which is available at the website and can be viewed
at https://www.shreevasulogistics.com/upload/ Risk-Management-Policy_new.pdf
Terms and Conditions for Appointment of Independent Directors
Independent directors are the key part of the board according to the
Schedule IV to the Companies Act, 2013. ey are skilled, experienced and knowledgeable
persons. ey are required on the board to take improved and better decisions.The Company
has framed policy relating to their appointment which will be helpful for the board. is
policy is available at the website and can be viewed at the link
https://www.shreevasulogistics.com/upload/Terms-and-conditon-of-IDS.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The operations of the company are reviewed in a detailed report on the
Management Discussion and Analysis is provided as a separate section in the Annual Report
which forms part of the Board's Report as Annexure-VII.
OTHER DISCLOSURES
Your Directors state the status of disclosure or reporting requirement
in respect of the following items, for the transactions/events related to these items
during the year under review:
Corporate Governance
The Company has complied with all the mandatory requirements as
prescribed under the Listing Regulations, including Corporate Governance requirements as
specified under Regulations 17 to 27 read with para C and D of Schedule V and clauses (b)
to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations as applicable to
the Company.
Particulars of Employees and Human Resource Development
Your Company recognizes that its employees are its principal assets and
that it's continued growth is dependent upon the ability to attract and retain
quality people. Your Company also recognizes the importance of providing training and
development opportunities to its people to enhance their skills and experiences, which in
turn enables the company to achieve its business objectives.The morale of employees
continued to remain high during the year contributing positively to the progress of the
Company. However, aspirations of employees in India remain to be high. is is a challenge
as only growth can fulfill these aspirations and in today's market scenarios one has
to perform extraordinarily to achieve growth.
Your Company has always provided a congenial atmosphere for work to all
employees. Your Company is committed to respect universal human rights. To that end, your
Company practices and seeks to work with business associates who believe and promote these
standards. Your Company is committed to provide equal opportunities at all levels, safe
and healthy workplaces and protecting human health and environment. Your Company provides
opportunities to all its employees to improve their skills and capabilities. Your
Company's commitment extends to its neighboring communities to improve their
educational, cultural, economic and social well-being.
Your Company provides an equal opportunity to all its employees and
does not discriminate on the grounds of race, religion, nationality, ethnic origin, color,
gender, age, citizenship, sexual orientation, marital status or any disability not
affecting the functional requirements of the position held.
A detailed note on HR initiatives of the Company is included in section
titled Management Discussion and Analysis Report', which is a part of this
Annual Report.
Investors Education and Protection Fund
During the year under review no such events occurred which required to
be reported under this category.
Disclosures with respect to demat suspense account/ unclaimed suspense
account
During the year under review no such shares in the demat suspense
account or unclaimed suspense account which required to be reported as per Para F of
Schedule V of the SEBI (LODR) Regulations, 2015.
Other Disclosures
The Company afirms that the annual listing fees for the Financial
Year 2023-24 to National Stock Exchange of India Ltd. is duly paid
There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
There was no instance of onetime settlement with any Bank or
Financial Institution.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Central & State Government, Local
Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for
their continued guidance and support. Your Directors also wish to place on record their
deep sense of appreciation for their commitment, dedication and hard work put in by every
member of the Company.
SD/- |
SD/- |
ATUL GARG |
PREETI GARG |
|
Non-Executive Director |
Managing Director |
DIN 07048745 |
DIN: 01349747 |
|
Place: Raipur |
|
Date: August 14 , 2023 |
|