| Dear Members,
The Directors take pleasure in presenting the 47th Annual Report
together with the Audited statement of Accounts for the year ended 31st
March, 2015.
OPERATING RESULTS : 2014-15 2013-14
(Rs. in lacs) (Rs. in lacs)
Freight Earnings 6183.78 5871.01
Net Earnings 54.29 (453.39)
Less : Provision for Taxation 9.86 (51.53)
Surplus from Operations 44.43 (401.86)
Gains from Extra Ordinary Items - 192.31
(net of taxes)
Net Surplus 44.43 (209.55)
Prior Period Adjustments (7.06) (0.89)
Balance brought forward (193.45) 16.99
from previous year
Balance carried forward to (156.08) (193.45)
next year
Appropriations:
Transfer to General Reserve - -
Balance carried forward to (156.08) (193.45)
next year
(156.08) (193.45)
PERFORMANCE :
During the year under review, your Company witnessed a modest recovery
in the Indian economy, enabling the road transport industry to signal
an uptrend after two years of down cycle. However the continued
slowdown in mining and agricultural sector translated into contraction
in goods movement across the country which resulted into weakening of
freight rates.
Fuel prices remained highly volatile, there was an average increase of
about 6% in the first half of the year followed by a steep declining
trend of about 21% in just four and a half months till mid-Feb 2015.
While the contractual realisations got reduced, the cost of outsourced
vehicles did not decrease proportionately due to several factors
including increase in other input costs and subdued demand. However due
to constant efforts of the management in ensuring effective rotation of
the owned fleet, the business volumes have increased by over 5% to
Rs.6184lacs in the current year from Rs.5871 lacs in the previous year
which coupled with the steep decline in operations costs have resulted
into Profit Before Tax of Rs.54 lacs as against huge losses of Rs.453
lacs incurred in the previous financial year.
The introduction of GST will bring in new challenges for the road
transportation companies for which your Directors are constantly trying
to strengthen your company's fleet network and its outreach. The
setting up of proposed warehousing and logistic projects will become
viable once the new regime is implemented. The recent uptrends in the
e-commerce supply chain services are also being explored as avenues for
future growth options for your company.
DIVIDEND:
In view of the low profitability and in order to plough back profits
for covering losses in the preceding financial year and support the
ongoing expansion program, the Directors express their inability to
recommend any dividend for the year ended 31st March, 2015.
FINANCE AND ACCOUNTS:
The company's performance during the year reflects the constant focus
of the management, which led to savings in both direct and indirect
costs. Borrowings from institutional lenders for fleet acquisition were
serviced with commitment. The Networth of your company has been
recorded at Rs.1287lacs as against Rs.1272lacs in the previous
financial year.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) 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 or
loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
v) 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.
vi) 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointments and Re-Appointments
Sri Kanhaiya Kumar Todi & Sri Udit Todi retire from the board by
rotation at conclusion of the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Smt. ShikhaTodi was
appointed as Additional Director (Non Executive and Non Independent) on
the Board with effect from March 30, 2015 and will hold office till the
date of ensuing Annual General Meeting. We seek your confirmation for
her appointment as Non Executive Non Independent Director, liable to
retire by rotation.
Declaration from Independent Directors
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(6) of the
Companies Act, 2013 and the Listing Agreement and that there is no
change in their status of Independence.
Appointment of Key Managerial Personnel
At the Board Meeting held on May 22, 2014, Sri Kanhaiya Kumar Todi,
Chairman, Managing Director and Chief Executive Officer and Sri Udit
Todi, Whole Time Director and Chief Financial Officer were designated
as "Key Managerial Personnel" of the Company pursuant to Sections 2(51)
and 203 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Further at the
board meeting held on March 30, 2015, Ms.Sneha Jain, ACS was appointed
as Company Secretary and Compliance Officer and also designated as "Key
Managerial Personnel" of the Company.
Remuneration & Selection Policies
The Remuneration policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been provided in the Corporate Governance
Report which is annexed to this Report as Annexure - A.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Independent Directors at their meeting without
the participation of the Non-independent Directors and Management,
considered/ evaluated the Boards' performance, Performance of the
Chairman and other Non-independent Directors.
The Board subsequently evaluated its own performance, the working of
its Committees (Audit, Nomination and Remuneration and Stakeholders
Relationship Committee) and Independent Directors (without
participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report, which is annexed to this Report as
Annexure -A.
CORPORATE GOVERNANCE:
The compliance with provisions of Clause 49 of the Listing Agreement
with Stock Exchanges are non-mandatory for your company for the time
being as per SEBI's circular no CIR/CFD/POLICY CELL/2/2014 dated 1 st
October 2014.The Board remains committed to maintain the highest
standards of Corporate Governance and has implemented several good
practices as prevalent in the industry. Corporate Governance Report and
Management Analysis and Discussion Report pursuant to Clause 49 of the
Listing Agreement with Stock Exchanges are provided in separate
annexures to this report as Annexure - A and B respectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or
operations were observed.
RISK MANAGEMENT:
Your Company laid down procedures to inform Board members about risk
assessment and minimization and has implemented the Risk Management
plan and continuously monitors it.
Details of Risk Management by the Company have been provided in the
Management Discussion and Analysis Report which is annexed to this
Report as Annexure - B.
The Company also has constituted a Risk Management Committee
(Non-Mandatory) which ensures that the Company has an appropriate and
effective Enterprise Risk Management system with appropriate policies
and processes which carries out risk assessment and ensures that risk
mitigation plans are in place by validating the same at regular
intervals.
A Risk Management status report is provided to the Audit Committee for
its information on a regular basis.
AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
At the Annual General Meeting held on August 5th 2014, M/s. Agarwal
Maheswari & Co, Chartered Accountants, were appointed as statutory
auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the calendar year 2017. In terms
of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every
Annual General Meeting. Accordingly, the appointment of M/s. Agarwal
Maheswari & Co, Chartered Accountants, as statutory auditors of the
Company, is placed for rectification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The Notes on financial statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
observation of Auditors with respect to non-provision of gratuity has
been explained in details in Note 23 on financial statements.
Secretarial Auditor:
Sri Debasish Mukhopadhyay, Practicing Company Secretary, was appointed
to conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules thereunder. The secretarial audit report for FY 2014-15 is annexed
herewith as Annexure C to this Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.
The Board has appointed Sri Debasish Mukhopadhyay, Practicing Company
Secretary, as Secretarial auditor of the Company for the financial year
2015-16.
DISCLOSURES:
Audit Committee:
The Audit Committee comprises of Independent Directors namely Sri Dipak
Dey (Chairman), Sri Om Prakash Kanoria and Sri Beni Gopal Daga as other
members. All the recommendations made by the Audit Committee were
accepted by the Board.
Vigil Mechanism:
The Vigil Mechanism of the Company also incorporates a whistle blower
policy in terms of the Listing Agreement. Protected disclosures can be
made by a whistle blower through an e-mail, or telephone line or a
letter to the Whistle and Ethics Officer or to the Chairman of the
Audit Committee. The Policy on vigil mechanism and whistle blower
policy may be accessed on the Company's website.
Meetings of the Board:
Five meetings of the board of Directors were held during the year. For
further details, please refer the Report on Corporate Governance
annexed to this Report as Annexure - A.
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and Outgo:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed under the Companies Act, 2013, are provided in Annexure - D
to this Report.
Extract of Annual Return:
Extract of Annual Return of the Company is annexed herewith as Annexure
- E to this report.
Particulars of Loans, Guarantee and Investments:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of
the investments made by company are given in the notes to the financial
statements.
Particulars of Contracts or arrangements with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013:
All related party transactions that were entered into during the
financial year were on arm's length basis and were inthe ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
The names of the Company which have become or ceased to be its
subsidiary, joint ventures or associate company during the year:
The proposed logistic hub on NH-6 near Kolkata has been abandoned due
to litigation issues in the land offered by one of the proposed joint
venture partner Todi Services Ltd and the entire contribution received
from the said company for setting up of the joint venture has been
returned to them during the year.
Particulars of Employees and Related Disclosures:
There are no employees drawing remuneration in excess of limits set out
in Section 197(12) of the Companies Act, 2013 read with Rules 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed herewith as Annexure - F to this report.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on the
these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
company under any scheme.
4. The company does not have any subsidiary.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors also state that during the year under review, there were
no complaints pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Your Directors further state that there have been no material changes
and commitments affecting the financial position of the company between
the end of the financial year under review and the date of this report.
ACKNOWLEDGMENTS:
The Board wishes to place on record their appreciation towards the
contributions made by all employees of the company and their gratitude
to the Company's valued customers, bankers, vendors, and shareholders
who have reposed trust and extended their constant support to the
company.
On behalf of the Board of Directors
Place: Kolkata (K. K. Todi)
Date : the 27th day of May, 2015 Chairman & Managing Director
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