To,
The Members
Shreeji Translogistics Limited
Your Directors are pleased to present the 29th Annual Report and Audited
Financial Statements of the Company for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
|
Standalone |
Consolidated |
Particulars |
Current Year ended 31.03.2023 |
Previous Year ended 31.03.2022 |
Current Year ended 31.03.2023 |
Previous Year ended 31.03.2022 |
|
(Rs. in Lac) |
(Rs. in Lac) |
Revenue from Operations & other Income |
18789.34 |
16682.74 |
20231.58 |
16968.14 |
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional Items and Taxation |
2037.63 |
1974.82 |
2210.79 |
2017.80 |
Less/(Add): Finance Cost |
365.10 |
408.35 |
365.10 |
408.35 |
Less/(Add): Depreciation & Amortisation |
335.76 |
385.60 |
336.04 |
385.60 |
Profit/ (Loss) before Exceptional Items and Taxation |
1336.77 |
1180.87 |
1509.65 |
1223.85 |
Add/(Less) : Exceptional Items Gain/(Loss) |
- |
- |
- |
- |
Profit/ (Loss) before Taxation |
1336.77 |
1180.87 |
1509.65 |
1223.85 |
Less/(Add): Prov. for Taxation |
|
|
|
|
Current |
370.24 |
240.73 |
415.09 |
251.54 |
- Deferred |
(1.68) |
55.08 |
(1.68) |
55.08 |
Profit/ (Loss) after Taxation |
968.21 |
885.06 |
1096.24 |
917.23 |
Total other comprehensive income / (loss), net of tax |
5.75 |
4.66 |
5.75 |
4.66 |
Total Comprehensive Income/ (Loss) |
973.96 |
889.72 |
1101.99 |
921.89 |
Total Comprehensive Income/ (Loss) attributable to owners of the Company |
973.96 |
889.72 |
1104.40 |
921.89 |
Total Comprehensive Income/ (Loss) attributable to Non- controlling interests |
N.A. |
N.A. |
(2.41) |
-- |
Add: Opening balance of Retained Earnings |
2164.17 |
1379.28 |
2207.73 |
1390.69 |
Less: Appropriations |
|
|
|
|
- Dividend |
104.83 |
104.83 |
104.83 |
104.83 |
Closing Balance of Retained Earnings |
3033.30 |
2164.17 |
3207.30 |
2207.73 |
Pursuant to a special resolution passed by the members of the Company on 6th January,
2023 by way of Postal Ballot, the Main Objects Clause of the Memorandum of Association of
the Company was altered to enable the Company to diversify the scope of its existing
business and commence new business of trading, importing, exporting and dealing in
automobile accessories and batteries; or any other goods or merchandise. There is no
change in the nature of business of the Company except that the Company has commenced
trading business in accordance with the aforesaid resolution passed.
2. DIVIDEND
Your Directors are pleased to recommend a final dividend of Re. 0.20/- per equity
share of face value of Rs. 2/- each (i.e. at 10 percent of face value) for the year ended
31st March, 2023.
The final dividend, subject to the approval of Members at the Annual General Meeting,
will be paid to the Members whose names appear in the Register of
Members, as on the Record Date to be fixed by the Board in this regard. The total
dividend for the financial year amounts to Re. 0.20/- per equity share and will absorb Rs.
104.83 Lac. In view of the changes made under the Income Tax Act, 1961, by the Finance
Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of
the Shareholders. Your Company shall, accordingly, make the payment of the final dividend
after deduction of tax at source.
3. TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for the year under
consideration, after all appropriations and adjustments, is Rs. 3033.30 Lac. The Board has
not proposed to transfer any amount to reserves.
4. OPERATIONS
The Company has recorded its highest ever revenue during the financial year under
consideration, which was mainly driven by increasing geographical footprints and addition
of new clients. During the year, the Company expanded its geographical presence by
establishing operations in four new locations: Bhopal, Mundra, Kandla, and Gandhidham. The
Company also expanded its fleet size from 287 trucks to 300 trucks during the year in line
with its expansion strategy and to enable it to serve more customers and expand service
offerings. Further, the Company broadened its services by foraying into Over Dimensional
Cargo (ODC) Services to allow the Company to transport heavy cargo materials and
over-sized goods for its customers.
The Company also bagged various prestigious awards during the year under consideration
like "Premier Bonded Trucking Operator" Award at India Cargo Awards 2022,
"Company of the Year - South" Award at TV9 Leaders of Road Transport Awards
2022, "Customs Bonded Trucking Operator of the Year" Award at South East Air
Cargo Conclave & Awards 2022 and "Large Fleet Operator of the Year" Award by
Apollo (CV).
Standalone
The Company achieved Service Turnover of Rs. 17443.27 Lac during the year under
consideration as compared to Service Turnover of Rs. 16255.26 Lac achieved during the
previous year, which represents increase of about 7.31%. Further, the Company also
achieved Sales Turnover of Rs. 1158.74 Lac during the year under consideration. Net profit
after tax during the year under consideration is Rs. 968.21 Lac as compared to net profit
after tax of Rs. 885.06 Lac during the previous year, which represents increase of about
9.39%. Your Directors are making constant endeavor to explore new areas to achieve higher
turnover and profitability.
Consolidated
The Group achieved Service Turnover of Rs. 18096.41 Lac during the year under
consideration as compared to Service Turnover of Rs. 16540.67 Lac achieved during the
previous year. Further, the Group also achieved Sales Turnover of Rs. 1944.70 Lac during
the year under consideration. The consolidated net profit after tax during the year under
consideration is Rs. 1096.24 Lac as compared to consolidated net profit after tax of Rs.
917.23 Lac during the previous year.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performance
review for the year ended 31st March, 2023, as stipulated in Regulation 34 read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), is available as a separate section which forms
part of the Annual Report.
6. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 and Schedule V of the Listing Regulations, a report on
Corporate Governance along with a certificate from a Practicing Company Secretary
certifying compliance with conditions of Corporate Governance, forms part of the Annual
Report.
7. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY
SHARES, OFFERING OF ESOP AND BUY BACK OF SECURITIES
The Company has not issued equity shares with differential voting rights or sweat
equity shares. The Company has not offered any shares under Employee Stock Option Scheme.
The Company has not bought back any of its securities during the year under review.
8. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March, 2023 was
Rs. 1048.25 Lac.
During the year on 6th January, 2023, the members of the Company passed an
ordinary resolution by way of Postal Ballot approving sub-division (split) of equity
shares held by shareholders of the Company. Accordingly, 10,482,525 equity shares of face
value of Rs.10/- (Rupees Ten only) each of the Company were sub-divided into 52,412,625
equity shares of face value of Rs. 2/- (Rupees Two only) each fully paid-up w.e.f. 15th
February, 2023 i.e. the Record Date fixed by the Board for the purpose.
9. MEETINGS OF THE BOARD OF DIRECTORS & DETAILS OF COMMITTEES OF THE BOARD
Board Meetings
During the year, eight meetings of the Board of Directors were held. The details of
meetings and attendance of Directors are provided in the Corporate Governance Report which
forms part of the Annual Report.
Meeting of Independent Directors
During the year, one meeting of the Independent Directors was held. The details of
meeting and attendance of Independent Directors are provided in the Corporate Governance
Report which forms part of the Annual Report.
Meetings of Committees of Directors
The Company has four Board-level Committees, which have been established in compliance
with the relevant provisions of applicable laws and statutes:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Finance Committee
The composition of aforesaid committees, number of meetings held of each Committee
during the year and meetings attended by each member of the Committees are provided in
Corporate Governance Report which forms part of the Annual Report. The recommendations of
the Committees, as and when made to the Board, have been accepted by the Board.
10. DIRECTORS AND KEY MANAGEMENT PERSONNEL APPOINTMENT & RESIGNATION
Mr. Rajnikant C. Shah and Mr. Mukesh M. Shah, Directors of the Company who retired
by rotation, were re-appointed at the Annual General Meeting held on 7th
September, 2022.
The term of appointment of 5 years of Mr. Paresh Ashra as an Independent Director of
the Company concluded on 1st August, 2022. The Board placed on record its
appreciation for contributions made by him during his tenure as a Director the Company.
Further, Mrs. Drishti H. Parekh's first term of appointment of 5 years as an
Independent Director of the Company also concluded on 1st August, 2022. Based
on the recommendation of Nomination and Remuneration Committee, the Board re-appointed
Mrs. Drishti H. Parekh as an Additional Director in the capacity of Non-Executive
Independent Director with effect from 2 nd August, 2022. Based on the
recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Hasmukh
C. Shah as an Additional Director in the capacity of Non-Executive Independent Director
with effect from 2nd August, 2022. Thereafter, at the Annual General Meeting of
the Company held on 7th September, 2022, they were appointed/ re-appointed as
Non - Executive Independent Directors of the Company, for five years from 2nd
August, 2022 to 1st August, 2027.
Mr. Bipin C. Shah, Wholetime Director will attain the age of 70 years on 31st
August, 2023. Pursuant to the provisions of Section 196 (3) of the Companies Act, 2013, a
special resolution of the members of the Company was passed by way of Postal Ballot on 6th
January, 2023 for continuation of holding of existing office as Wholetime Director by Mr.
Bipin C. Shah the age of 70 years and during his current tenure upto 14th
September, 2026.
There was no appointment or resignation of Key Management Personnel during the year.
Mr. Divyesh Badiyani resigned as Company Secretary and Compliance Officer of the Company
w.e.f.15 th April, 2023. Mrs. Himani Dave has been appointed as Company
Secretary and Compliance Officer of Company w.e.f. 23rd May, 2023.
Mr. Bipin C. Shah and Mr. Rupesh M. Shah, Directors of the Company, retire by rotation
and being eligible offer themselves for re-appointment at the ensuing Annual General
Meeting.
In compliance with sub-regulation (3) of Regulation 36 of the Listing Regulations
and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other
details of the Directors proposed to be appointed/ re-appointed are given in the Notice
convening the ensuing Annual General Meeting.
11. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
The Independent Directors of the Company have made a declaration confirming the
compliance of the conditions of the independence stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied with Schedule IV of the Companies
Act, 2013 and the Company's Code of Conduct for Board Members and Senior Management. There
has been no change in the circumstances affecting their status as Independent
Directors of the Company. All Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs.
12. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations. The Board evaluated its performance after seeking inputs from
all the Directors based on criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the committee members
based on criteria such as the composition of committees, effectiveness of committee
meetings, etc.
The above criteria are broadly based on the Guidance note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Board reviewed the performance of individual directors on the basis of criteria
such as the contribution of the individual director to the Board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc. and the Board as a whole. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director
being evaluated.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of the Executive Directors and Non-Executive Directors. The Board of
Directors has expressed its satisfaction with the evaluation process.
13. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors confirm the following statements terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
(b) that the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit/ loss of
Company for that period;
(c) that the Directors 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) that the Directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
(f) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. STATUTORY AUDITORS
The members of the Company at the Annual General Meeting held on 28th
September, 2019, approved the appointment of M/s. Dhiraj H. Mehta & Co., Chartered
Accountants (Firm Registration No. 145318W), as the Statutory Auditors of the Company to
hold the office from the conclusion of the Annual General Meeting (AGM) held on 28th
September, 2019 until the conclusion of AGM of the Company to be held in the year 2024.
The Auditors have confirmed that they are not disqualified from being appointed as
Auditors of the Company.
15. AUDIT REPORT
The Auditor's Report, on the Standalone and Consolidated Financial Statements for the
financial year 2022-23 forms part of this Annual Report and does not contain any
qualifications, reservations, or adverse remarks or disclaimer.
16. REPORTING OF FRAUDS
During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act,
2013, any instances of frauds committed in the Company by its officers or employees, the
details of which needs to be mentioned in this Report.
17. COST RECORDS
The Central Government has not prescribed maintenance of cost records for the Company
under Section 148 (1) of the Companies Act, 2013. the
18. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR
ADEQUACY
Your Company has in place adequate internal financial controls with reference to
financial statements, commensurate with the size, scale and complexity of its operations,
which also ensures that all assets are safeguarded and transactions are authorized,
recorded and reported correctly. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
19. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
In the Board's view, there are no material risks, which may threaten the existence of the
Company.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT
There is no material change and commitment affecting the financial position of the
Company has occurred between end of the financial year under review and the date of this
Report.
21. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual
Return is placed on the Company's website at http://www.shreejitranslogistics.com under
the "Investors" Tab.
By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the Company is not required to
provide extract of Annual Return (in Form MGT-9) as part of the Directors Report.
22. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company has three subsidiary companies STL Transworld Private Limited,
Mihani Trading Private Limited and TKD Digitrans Tech Private Limited. During the year
under consideration, one subsidiary named TKD Digitrans Tech Private Limited was
incorporated on 16th September, 2022 and one wholly-owned subsidiary named
Mihani Trading Private Limited was incorporated on 27th September, 2022 The
consolidated financial results reflect the of STL Transworld Private Limited (subsidiary),
Mihani Trading Private Limited (subsidiary), TKD Digitrans Tech Private Limited
(subsidiary) and TKD Communication LLP, which is not an associate company within the
meaning of the Companies Act, 2013, but it is an Associate as per the Accounting Standard
21. The Company does not have any joint venture company. Pursuant to Section 129 of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the report
on the performance and financial position of the Subsidiary
Companies in Form AOC-1 is attached herewith as Annexure I and forms part of
this Report.
The Audited Financial Statements of the said subsidiary companies are available on the
website of the Company under "Investors" tab and shall also be available for
inspection by any member at the Registered Office of the Company during hours on working
days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy
of the Audited Financial Statements of the subsidiary companies, may write to the Company
Secretary at the Registered Office of your Company.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited
Standalone and Consolidated Financial Statements of the Company along with relevant
documents are available on the website of the Company.
23. LOANS, INVESTMENTS AND GUARANTEES BY THE COMPANY
During the year, there is no guarantee given or security provided by the Company
covered under Section 186 of the Companies Act, 2013. The Company has given following
loans and made the following investments during the year pursuant to Section 186 of the
Companies Act, 2013:
Name of the Entity |
Relation |
Amount (Rs. In Lac) |
Particulars of loans, guarantees, investments |
Purpose for which loans, guarantees, investments are proposed to be
utilised |
Mihani Trading Private Limited |
Wholly- owned Subsidiary Company |
1.00 |
Investment |
Business Purpose |
TKD Digitrans Tech Private Limited |
Subsidiary Company |
0.51 |
Investment |
Business Purpose |
TKD Communication LLP |
Associate |
15.00 |
Investment |
Business Purpose |
Amrit Polychem Pvt. Ltd. |
-- |
506.67 |
Loan Given |
Business Purpose |
Dev Enterprise |
-- |
58.21 |
Loan Given |
Business Purpose |
Kunal Enterprise |
-- |
8.84 |
Loan Given |
Business Purpose |
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTSAND TRIBUNALS,
STATUTORY AND QUASI-JUDICIAL BODY
No significant and material order has been passed by the regulators, courts and
tribunals, statutory and quasi-judicial body impacting the going concern status and the
Company's operations in future.
25. DEPOSITS
During the year under review, the Company has not accepted any deposit covered under
Chapter V of the Companies Act, 2013 (i.e. Acceptance of Deposits by Companies) read with
the Companies (Acceptance of Deposits) Rules, 2014.
26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and amendment to the
Listing Regulations, your Company has formulated a Policy on Related Party Transactions
which is also available on the Company's website at https://www.shreejitranslogistics.com/
uploads/Related_Party_Transaction_Policy_-_ Shreeji_Translogistics_Limited.pdf. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties.
During the year under review, all transactions entered into with related parties were
approved by the Audit Committee of Board of Directors. Certain transactions, which were
repetitive in nature, were approved through omnibus route. There were no material
transactions of the Company with any of its related parties which required approval of the
members as per the Act. Therefore, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company
for the financial year under review. Your Directors draw attention to Note No. 43 of the
financial statements which sets out related party disclosures.
27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy:
Your Directors are continuously exploring various opportunities to conserve energy and
have taken the following initiatives in that direction:
The Company constantly phases out of old ageing vehicles and ensures new
vehicles are continuously inducted in the network. This helps in reducing consumption of
fuel.
The Company is also evaluating various avenues to add CNG vehicles to its fleet
to be more fuel efficient and in turn contribute towards conservation.
The Company's owned trucks are maintained by AMC's by the Original Equipment
Manufacturers, thereby enhancing overall service and repair quality. This leads to better
performance of the trucks resulting in lower consumption of fuel and lesser carbon
footprints.
The Company encourages and trains its drivers to optimise their driving styles
to reduce fuel consumption.
The Company focuses on optimum utilization of capacity of vehicles, which
results in reduced number of trips and distance travelled by the trucks, which in turn
reduces energy consumption.
The Company makes constant endeavours to check power consumption and to optimise
the use of energy by using energy-efficient computers and other equipments. The Company
uses CFL/LED fixtures to reduce the power consumption.
Technology Absorption:
The Company aims to become a technology-oriented logistics Company and has taken the
following initiatives to achieve this goal:
The Company has installed digital locks across its fleet of trucks for enhanced
safety of the goods transported.
The Company's subsidiary TKD Digitrans Tech Private Limited has an application
named TKDOST on Google Play Store and Apple App Store to facilitate faster connects
between multiple transporters a seamless and highly integrated transporting solutions.
Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings - Rs. 149.38 Lac (Previous Year - Nil)
Foreign Exchange Outgo - Nil (Previous Year - Nil).
28. STATEMENT OF DEVIATION OR VARIATION
During the financial year ended 31 st March, 2023, there is no deviation or
variation in utilization of proceeds raised by the Company through Initial Public Offer,
from the objects stated in the prospectus dated 21st September, 2017. Further,
the said funds have been fully utilized during the year 2017-18.
29. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors appointed M/s. Sanjay Sangani & Co., Company Secretaries, as
Secretarial Auditors to conduct Secretarial Audit of the Company. The
Secretarial Audit Report (in Form MR-3) for the year ended 31st March, 2023
is attached herewith as Annexure II and forms part of this Report.
The said Secretarial Audit Report does not contain any qualifications, reservations or
adverse remarks.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standards.
31. CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on CSR activities of the Company has been appended as Annexure
III to this Report. The
Company was not required to constitute a Corporate Social Responsibility (CSR)
Committee in view of the provisions of Section 135 (9) of the Companies Act, 2013.
32. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal and unethical behaviours. The Company has a Vigil
Mechanism/ Whistle Blower Policy in place through which it promotes highest standards of
professionalism, honesty, integrity and ethical behaviour in all our business activities
and under which employees are free to report any actual or potential violation of our
code, policies or laws. During the year under review, no employee was denied access to the
Audit Committee. The Whistle Blower Policy is available on the website of the Company and
can be accessed at https://www. shreejitranslogistics.com/uploads/Whistle_Blower_
Policy-_Shreeji_Translogistics_Limited.pdf.
33. PARTICULARS OF EMPLOYEES
In terms of the requirements of Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended from time to time, the disclosures pertaining to the remuneration and
other details, are given in Annexure IV of this Report.
The statement containing particulars of employees as required under Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Report. Further, in terms of Section 136 of the Companies Act, 2013, the
Annual Reports are being sent to the Members and others entitled thereto, excluding the
aforesaid statement. The said statement is available for inspection by the Members at the
Registered Office of the Company during business hours on working days up to the date of
the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may
write to the Company Secretary in this regard.
34. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT PERSONNEL
The Nomination & Remuneration Committee has framed a Policy in terms of the
provisions of Section 178 (3) of the Companies Act, 2013, dealing with appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The
policy covers criteria for determining qualifications, positive attributes, independence
and remuneration of its Directors, Key Managerial Personnel (KMP) and Senior Management
Personnel (SMP). The salient features of the said Policy are -
It lays down the parameters for appointment of Executive and Non-Executive
Directors, KMP and SMP.
It lays down the parameters for term/tenure of Managing Directors, Wholetime
Directors and Independent Directors.
It lays down the parameters for remuneration to Executive Directors,
Non-Executive Directors, KMP, SMP and other employees.
During theyearunder review,therehasbeen nochange to the Policy. The Policy is available
on the website of the Company https://www.shreejitranslogistics.com/
uploads/Nomination_and_Remuneration_Policy-_ Shreeji_Translogistics_Limited.pdf
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company is committed to provide a work environment, which is
free from discrimination and unlawful harassment at workplace. An appropriate complaint
mechanism in the form of Internal Complaints Committee' has been created in the
Company for time-bound redressal of the complaint made by the victim. The members of the
Committee provide for the following measures for safety of the women employees at
workplace: a. To formulate the Anti Sexual Harassment Policy in order to ensure the
prevention of sexual harassment and safety of women employees at work place; b. To conduct
the meeting in case of any complaint received in writing from any women employees, to
settle the grievances and to ensure the proper compensation in case of any misconduct,
harassment with the women employees; c. Provide a safe working environment at the
workplace; d. Organize workshops and awareness programmes at regular intervals.
There was no compliant received by the Company during the year under the aforesaid Act.
36. PROCEEDINGPENDINGUNDERTHEINSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application and no proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
37. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS
The disclosure under this clause is not applicable as the Company has not done any one
time settlement with the banks or financial institutions.
38. ACKNOWLEDGMENT
Your Directors would like to place on record their deep sense of gratitude to Bankers,
Government Authorities and Shareholders. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
For and on behalf of the Board
Rajnikant C. Shah |
Narendra C. Shah |
Wholetime Director |
Wholetime Director |
DIN: 00269109 |
DIN: 00268812 |
Place: Navi Mumbai Date: 26th June, 2023
|