DIRECTORS' REPORT Dear Shareholders, The Directors of your Company with immense pleasure, presenting the 15th Annual Report together with the Audited Statements of Accounts and the Auditors' Report of your Company for the Financial Year ended on 31st March, 2015. The summarized financial performance for the year ended 31st March, 2015 is as follows: OPERATIONS Your Company has seen an overall growth in turnover from its business during the year. During the current Financial Year the Company has achieved a turnover of Rs 24,582.40 Lacs as against the turnover of Rs. 14,748.90 Lacs in the previous year. The net profit of the Company has also increased from last year. It is Rs. 578.10 Lacs in the current year as against Rs. 389.79 Lacs in the Previous Year. DIVIDEND & BONUS Your Directors has not recommended any dividend for the year under review. However your board of directors has proposed issuance of bonus shares in the proportion of 3 (Three) Bonus Equity Shares of Rs.10 (Rupees Ten) each for every 2 (Two) fully paid up Equity Share of Rs.10/ (Rupees Ten) each. RESERVES Details stated in the financial part of the Annual Report. FIXED DEPOSITS The Company has not accepted any Fixed Deposits during the year under review. STOCK EXCHANGE & LISTING FEES The Company's Equity Shares at present are listed at SME Platform of BSE Ltd., Mumbai. It may be noted that there are no payments outstanding to the Stock Exchange by way of listing fees, etc. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL As on date, the Board of Directors of the Company comprises two executive and four non executive directors out of which three are independent directors in accordance with the terms of Clause 52 of the Listing Agreement and the Companies Act, 2013. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In accordance with the provisions of the Companies Act, Mrs. Benu Malhotra is liable to retire by rotation and being eligible seeks re-appointment at this ensuing Annual General Meeting. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointment of Mrs. Benu Malhotra, Chief Financial Officer and Mr. Vishal Saurav, Company Secretary as key managerial personnel of the Company were formalised. STATUTORY AUDITORS M/s V.K. Sehgal & Associates, Firm Registration Number: 011519N,Chartered Accountants, Statutory Auditors of the Company and having its office at 201, Harsh Bhawan 64-65, Nehru Place, New Delhi - 110019. The Statutory Auditors of the Company who is retiring at the ensuing Annual General Meeting of the company, being eligible they have offered themselves to be reappointed as the Statutory Auditors of the Company for 5 years from this Annual general Meeting to 20th Annual General Meeting to be held in the financial Year 2020 . The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of V.K. Sehgal & Associates as the statutory auditors of the Company subject to the approval of the members at the Annual General Meeting. Their comments on the accounts and notes to the accounts are self-explanatory. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment of Statutory Auditors. INTERNAL AUDITORS M/s Amit & Nitin, Chartered Accountants, Delhi has been appointed in your company for the purpose of Internal Audit by the board resolution dated 22.08.2014 for the year 2015-16. In the previous financial year the company has already received a consent letter from the Internal Auditor for their appointment. SECRETARIAL AUDITORS Mr. Manoj kumar Jain, Amj & Associates, Practicing Company Secretary, Delhi has been appointed in your company for the purpose of conducting Secretarial Audit by the resolution dated 22.08.2014 for the year 2015-16. In the previous financial year company has already received a consent letter from the Secretarial auditor for their appointment. AUDITOR REPORT & SECRETARIAL AUDIT REPORT The observations of the auditors made in their report are self-explanatory and therefore, in the opinion of your Directors, do not call for further comments, which forms a part of this annual report. PARTICULARS OF EMPLOYEES There are no employee during the year under review, whose particulars are required to be given pursuant to Section 197 of the Companies Act, 2013 read with the Rule 5 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Except Mr. Harpreet Singh Malhotra, Managing Director of the Company who draw a salary of Rs. 84.00 Lacs for the year ended 2014-15. Mr. Harpreet Singh Malhotra (aged 43) is having experience of more than 15 years and associated with our company as a promoter from the year 2000. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to all shareholders of the Company, excluding the aforesaid information. Any shareholders interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company before the seven days of Annual General Meeting. INSIDER TRADING REGULATIONS Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Company. The Company has also adopted the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Mr. Vishal Saurav Gupta, Company Secretary as the Compliance Officer under the Code. BOARD EVALUATION Kindly refer the point mentioned in the report of corporate governance, which forms an integral part of this annual report. INTERNAL CONTROL AND INTERNAL AUDIT The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has a system of carrying out internal audit, covering all business processes to review the internal control systems. The internal control system and mechanism is reviewed periodically by the Audit Committee to make it robust so as to meet the challenges of the business. VIGIL MECHANISM The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith. The same forms part of this report. RELATED PARTY TRANSACTIONS None of the transactions with the related parties falls under the scope of section 188 (1) of the Act. All contracts/ arrangements/ transaction entered by the Company during the financial year with related parties in the ordinary course of business and on arm's length price basis. During the year the Company has not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report. RISK MANAGEMENT POLICY The Board of Directors has put in place a Risk Management policy for the Company, which includes industry risks, quality risks, project risks and financial/ interest rate / liquidity risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company's existence, have been identified by the Board of Directors to mitigate the same. HEADCOUNT-HUMAN RESOURCE DEVELOPMENT. The total number head count as on 31st March 2015 was 180 as against 160 as on 31st March 2014. MEETINGS * During the Financial Year 2014-15 six board meetings were convened and held, rest of the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period stipulated under the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm that: that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed; a) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the profit and loss of the Company for that period; b) that proper and sufficient care has been taken 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; and c) that the Annual Accounts for the year ended 31st March, 2015 have been prepared on a going concern basis. d) that 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. e) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been famished considering the nature of activities undertaken by the company during the year under review. REPORT ON CORPORATE GOVERNANCE As per Clause 52 of the Listing Agreement with the Stock Exchanges, a detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance, forms pail of tins report. C ORPORATE SOCIAL RESPONSIBILITY The detailed information on the Corporate Social Responsibility as per Section 135 of the Companies Act. 2013 is given in the Corporate Governance Report, which forms an integral part of the annual report. POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required wider the provisions of Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013 (Act), your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL. the Committee prepared a NIL complaints report. MATERIAL DISCLOSURES UNDER THECOMPANIES ACT. 2013 Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of financial year of the Company and date of this report. ACKNOWLEDGEMENT The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our service. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work force for then commitment and look forward to their continued support in future. By order of the Board For Tiger Logistics (India) Limited Sd/- Harpreet Sinh Malhotra Chairman DIN:00147977 Address:804A-807, Skylark Building, 60, Nehru Place, New Delhi -19 Place: New Delhi Date: 01.09.2015 |