chartered logistics ltd. · 2014. 1. 7. · mr. harsh gandhi (executive director) auditors mjs....

CHARTERED LOGISTICS LTD.

Annual Report

@ Chartered Logistics Ltd.

Company lnformation

CHIEF FINANCIAL OFFICER Mr. 1. K. Jakhotiya

BOARD OF DIRECTORS Mr. Mohib N. Khericha (Chairman) Mr. Lalit Kumar Gandhi (Managing Director) Mr. Ajay C. Shah (Independent Director) Mr. Sandeep Shah (Independent Director) Mr. Harsh Gandhi (Executive Director)

AUDITORS Mjs. Vidya & Co Chartered Accountants 325, Galaxy Mall, Vimanagar S.M. Road, Ahmedabad - 380015

BANKERS HDFC Bank Ltd. Kotak Mahindra Bank Ltd.

SHARE TRANSFER AGENT Sharepro Services (India) Pvt. Ltd. 13AB, Samhita Warehousing Corn. Znd Floor, Sakinaka Telephone Exchange Lane, off. Andheri-Kurla Road, Sakinaka, Andheri (E) Mumbai-400072

COMPANY SECRETARY Mrs. Anamika Jajoo

. // --

FORWARD-LOOKING STATEMENTS This annual report contains forward looking information so that investors are able t o comprehend company's prospects and take informed investment decisions. It basically addresses expectations or projections about the future identified by words like 'plans',' expects: 'will', 'anticipates', believes', 'intends',' seen to be' /projects1,' estimates' and so on. The achievement of results is subject to risks uncertainties and even less than accurate assumptions . All statements are forward looking statements. Since these are based on certain assumptions and expectations of future events the company cannot guarantee that this are accurate or will be realized. The company's actual result, performance or achievements could thus differ from those projected in any forward looking statements. The company undertakes no obligation t o publicly update any forward looking statements, whether as a result o f new,.

Qnformation future events or otherwise.

REGISTERED OFFICE C-I, Jay Tower, Ankur Commercial Center, Naranpura, Ahmedabad-380 013.

CORPORATE OFFICE 6, Chartered House, Sanand Road, Sarkhej, Ahmedabad-380013

CONTENTS PAGE NO.

Company Information 1

Notice 2

Director's Report 4

Report on Corporate Governance 7

Management Discussion & Analysis 17

CEO/CFO Certification 20

Auditor's Report 21

Auditor's Certification on Corp. Gov. 27

Balance Sheet 28

Profit & Loss Account 29

Cash Flow Statement 30

Notes to Accounts 31

Significant Accounting Policies 40 '.

9 ' Annual Report- 2012-2013 1 i


NOTICE

Notice is hereby given that the Annual ~enera l Meeting of the Company will be held on Friday, 22nd day of August, 2013 at 11:30 A.M. at the Registered office of the Company at C-1, Jay Tower, 4th Floor, Ankur , Commercial centre, Naranpura, Ahmedabad-380013 to transact the following business.

ORDINARY BUSINESS:

1. Toconsider and adopt the Audited Profit and Loss Account for the year ended 31" March, 2013 and the Balance Sheet as on that date and the Reports of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. HarshGandhi, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Sandeep M Shah, who retires by rotation and being eligible, offers himself for re-appointment.

4. To re- appoint M/s Vidya & Co, Chartered Accountants, Ahmedabad as statutory Auditors of the company and fix their remuneration.

For and on behalf of Board of Directors

Place: Ahmedabad Date: 30TH May, 2013

S/d Lalit Kumar Gandhi (Managing Director)

Notes:

1 A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to ; . attend and on a poll, to vote instead of himself. A proxy need not be member of the company.

2 Members/ proxies should bring attendance slip, duly filled in, for attending the meeting. I

3 Members / proxies attending the meeting should bring their copy of the Annual Report for reference at the meeting as copies of Annual Report will not be distributed at the Annual General Meeting.

4 The register of Members and share transfer books of the Company will remain closed from lgth ,

August, to 2lSAugust, 2013(both days inclusive) for the purpose of Annual General meeting.

5 Members desirous of obtaining any information concerning the accounts and operations of the company are requested to address their questions to the company so as to reach at least 7 days before the date of the meeting, so that the information required will be made available at the meeting, to the best extent possible. I

6 Pursuant to clause 49 of the Listing Agreement, the particulars of directors who are proposed to be appointed / re-appointed are given below and forms part of Notice.

1

7 Members holding shares in physical form are requested to intimate Registrar and Share Transfer 8

Agent of the company i.e. M/s. Sharepro Services (India) Pvt. Ltd., Mumbai, of change, if any, in q f i

their registered address along with pin code. Members holding shares in electronic form may update such details with their respective Depository Participant.

\

8 The Explanatory Statement pursuant to Sect~on 173(2) of the Companies Act, 1956, is annexed . hereto.

- . Annual Report- 2012-2013 2 I,,- -

Chartered Logistics Ltd. .+

; 1 ~ . ,

\

I

1 ,

I

I

Place: Ahmedabad

I Date: 30TH May, 2013


Sr. No.

1

2

3

4

5

6

7

8

9

S/d Lalit Kumar Gandhi (Managing Director)

Item No. 2

Mr. Harsh Gandhi

23 years

Graduation in Business Management from United Kingdom

Business management

23/06/2012

[i)Chartered Motors Pvt Ltd [ii)Universal Lifeline Pvt Ltd

Nil

Except Mr. Harsh Gandhi himself, none of the remaining directors is concerned or interested in the Resolution

36000

Nature o f Information .

Name -

Age

Qualification

Expertise in specific functional area

Director of Company Since [date)

Directorship in other Companies

Member /Chairman of Committees of Board

Nature of Directors' Interest, in any of the resolutions

Number of shares held in the Company

Annual Report- 2012-2013 3

Item No. 3

Mr. Sandeep M Shah

34 years

M.Com ,FCA

Accounts,Finance,Audit

31/08/2008

Nil

Nil

Except Mr. Sandeep M Shah himself, none ofthe remaining directors is concerned or interested in the Resolution

88613

*

I Chartered Logistics Ltd.

I

DIRECTORS' REPORT

i The Shareholders,

i i Chartered Logistics Limited

Yours Directors are pleased to present the Isth Annual Report together with the Audited Accounts of the Company for the year ended on 31ST March, 2013.

1

1. FINANCIAL RESULTS:

The Financial results for the year ended 31ST March, 2013 are summarized as under:

(Rs. in lakhs)

2. DIVIDEND

Total Income

Profit (Loss) before Interest, depreciation and taxes

Less : Interest & Finance Charges

Less : Depreciation

Profit Before Tax

Less : Payment/ Provision for Tax and Others

Less: Deferred Tax Credit

Add: Mat credit entitlement

Profit (Loss) After Tax

Excess/(Short) Provision of earlier year

Net Profit

Considering the decline in profit the Board of Directors do not recommend any dividend for the ,

year 2012-13.

OPERATIONS J,

3. 9 '

Your company's operational and financial performance has declined during the financial year 2012- 1' L

13 as compared to previous year due to increase of diesel price, other operating cost on our fleet, I " k

outsource transportation contract rate ,increase in interest and financial charges and other circum- 1. I stances beyond the control of the company..During the year company has reported total income of 1 \

Rs. 25269.23 Lakhs against total income of Rs. 25737.70 lakhs in the previous year Profit before tax I i . I

Annual Report- 2012-2013 4 . . F

311t)3/L013

25269.23

2825.73

1258.66

1140.16

426.91

82.44

2.83

(59.75)

281.89

0.00

281.89

31P3f2012

25737.70

3290.12

1033.92

1123.53

1132.67

527.17

94.77

62.99

573.72

0.00

573.72

Q

i Chartered Logistics Ltd.

I 1

$ , (PBT) has been reported at Rs.426.91 lakhs in the current year as against Profit before tax (PBT) of Rs 1132.67 lakhs .in the previous year The net profit after tax for the current year 2012-13 is 281.89

'< la khs . t

", I 4. FUTURE OUTLOOK ; .,

Your company is striving hard and is confident of growth prospects going forward The steps which are being taken by the government for developing infrastructure for logistics and the increasing demand and importance of logistic services will also help the company in achieving its business goals which w ~ l l not only increase our profit margins but also will enhance the value for our stakeholders.

5 STOCK EXCHANGES:

5 I The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid

-.. 8

,?. , necessary listing fees for the year 2012-2013. 8 I U. 6 DIRECTORS:

During the year Mr. Kishore Kumar Gandhi has resigned dated 3lSt August, 2012 from the office of Director due to pre-occupation. The Board records its sincere appreciation of the valuable services rendered by Mr. Kishore Kumar Gandhi to the Board and the management of the Company during his tenure.

Ms. Nisha Makwana resigned from the position of WholeTime Director of the company w.e.f , 30th April, 2013. The Board records its sincere appreciation of the valuable services rendered by her t o the Board and the management of the Company during her tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company Mr. Sandeep M Shah and Mr. Harsh Gandhi retires by rotation and being eligible, offers themselves for re-appointment.

7 DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2 . 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 the period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for prevent- ing and detecting frauds and other irregularities;

4. The Directors have prepared the Annual Accounts on. a going concern basis.



8. DEPOSITS:

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

INSURANCE:

All the properties o f the company have been adequately insured.

10. SUBSIDIARY:

The company has no subsidiary company.

11. PARTICULARS REQUIREDTO BE FURNISHEDBYTHE COMPANIES (DISCLOSUREOF PARTICULARS I N THE REPORT OF THE BOARD OF DIRECTORS) RLILES, 1988:

The Company has no activities relating to conservation of energy or technology absorption There has been no foreign exchange earning o r outgo during the year under review. - *

12. PARTICULARS OF EMPLOYEES COVERED UNDERTHE (PARTICULARS OF EMPLOYEES) RULES, 1975:

The company does no t have any employee in the category as specified under Section 217 (2A) of the Corn pa nies Act, 1956.

13. AUDITORS AND AUDITORS' REPORT: \

The Board recommends t o re-appoint MjsVidya & Co, Chartered Accountants, Ahmedabad as the statutoryAuditors of the Company to hold office of the Auditors of the Company f rom the date o f this Annual General Meeting till the conclusion o f the next Annual Genqral Meeting on the remu- . . . neration as may be fixed by the Board..

I . he nates to the accounts referred t o in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

14. ACKNOWLEDGEMENTS:

The Board o f Directors sincerely acknowledge the vision given by the Past Chairman and Founder Promoter o f the Company, Shri Gyanchand Gandhi, who left for heavenly abode during the year. The sound principles and ethics of business instilled In the company have helped the business to j grow and would be the guiding spirit for the future. Equallty and human approach is the corner- \ stonefor success in business and the Board strives to implement the same for the benefit of human i I

force i n the corn pany. i Your Directors record their appreciation for the valuable services rendered by all the employees of the company, their gratitude t o the Bankers and t o the Members of the Company for theirsupport.

For and an behalf of Board o f Directors

S/d Place: Ahmedabad Lalit Kumar Gandhi Date: 30'" May, 2013 (Managing Director)

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63 Chartered Logistics Ltd.

REPORT ON CORPORATE GOVERNANCE (Pursuant to Clause 49 of the Listing Agreement)

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE I

Your company is committed to the ph~losophy of good corporate governance .The Company's policy

on Corporate Governance envisages the assignments of high level of transparency and accountabil-

ity in the functioning of the Company and the conduct of its business internally and externally, including its interaction with employees, stakeholders, creditors, clients, bankers and other busi-

ness places with due emphasis on regulatory compliance.

The Company believes that transparency, fairness, accountability and social responsibilities are central to the Company and its board of Directors. Company believes that from the above principle of the

Corporate Governance, the Company is protecting the interest of the Shareholders.

The Company has followed all the mandatory requirement of clause 49 of Listing Agreement with

spirit of corporate governance and is looking forward positively to follow non mandatory provi-

sions. The Company believes that all its operations and actions must serve the underlying goal of

enhancing overall shareholder value, over a sustained period of time.

2. CODE OF CONDUCT& ETHICS

As per clause 49 of listing agreement the Company's Board has laid down a code of conduct for all c the Board members and senior management of the company. All Board members and senior per-

sonnel have affirmed compliances with the code of conduct. A declaration, to this effect, duly signed

by Managing Director of the company is attached at the end of this report.

3. BOARD OF DIRECTORS:

The Board comprises of eminent persons with considerable experience in diversified fields.

The company's Board is having optimum combination of executive and non executive directors to

ensure the independent functioning of the Board. Presently there are 5 directors on the Board

including 3 independent directors. The chairman of the company is non-executive independent

dirqctor. None of the directors on the Board is member of more than 10 committees and chairman

of more than 5 ccfmmittees across all companies in which they are directors. All necessary disclo-

sures un.der section 299 of the companies act, 1956 regarding the directorship have been made by directors. The members on the Board have adequate experience, expertise, skill for efficiently man-

aging the affairsof the company.

I


Chartered Logistics Ltd. -

The Board of Directors of the company comprises of following Directors:

Pursuant t o good corporate governance and as per clause 49 o f listing agreement the independent directors - on the Board:

b Apart from receiving sitting fees if any, directors do not have any material pecuniary relationship with the company, its promoters, directors, senior management and associates which may affect the independence of director.

4 Are not related to promoter or person occupying management position at the Board level or at one, level below the Board.

Name

Mr. Mohib N. Khericha

Mr. Lalit Kumar Gandhi

Mr. Sandeep M Shah

Mr. Ajay C Shah

Mr. Harsh Gandhi

b Have not been an executive of the company in the immediately preceding 3 financial years.

Category/Designation

Non Executive Chairman

Promoter & Managing Director

Non Executive lndependent Director

Non Executive lndependent Director

Director

- No. of outside Directorship and Committee member ship/Chairmanship

b Are not partners or executives or were not partners during the preceding 3 years of the I

4 Statutory audit firm or the internal audit firm that i s associated with the company.

Public Company

7

Nil

Nil

1

Nil

b Legal firms and consultingfirms that may have a material association with the company. 1

4 Arenotthe substantial shareholdersofthe company i.e do not own 2%or more of theshares of the; 9 ! \

company. t Informations supplied t o the Board '1 , F

Private Company

9

Nil

Nil

Nil

2

The Board has complete access to all the informations with the company inter-alia the follow~ng information are regularly provided to the Board as a part of the agenda papers well in advance of


Committee Membership

7

Nil

Nil

Nil

Nil

Committee Chairmanship

3

Nil

Nil

Nil

NII


the Board meeting.

Quarterly results of the company.

Quarterly reports on receivables and recovery efforts made.

Minutes of the meetings of the audit committee of the Board.

Any significant development in human resources.

Compliance status of various regulatory, statutory or listing requirements andshareholders service such as payment of dividend, share transfer etc.

Meetings of Ule Board

The Board of Directors met 7 times during the financial year 2012-13 .The maximum gap between 2 meetings was not more than 3 months. The attendance of the Directors of the company at the Board Meeting are as follows:

4. COMMlTEES OF BOARD

Direct or

Mr. Lalit Kumar Gandhi

Mr. Mohi b N. Khericha

Mr. Harsh Gandhi

Mr. Ajay C Shah

Mr. Sandeep M Shah

- - - - - - -

f/ I (i) Audit Committee r, I 5'

I Terms of Reference 1 \ I The Terms of Reference of this committee cover the malters specified for Audit Committees under

Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956, and are 1 1

I as follows:

Oversight of the Company's financial reporting process and the disclosure of i t s financial information to ensure that the financial statement i s correct, sufficient and credible.

Attended Last AGM

Yes

Yes

No

No

Yes

- -

No. of Meetings

1) Recommending the appointment and removal of external auditor, fixation of audit fee and also I c i'

approval far payment for any other services.

Held

7

7

7

7

7

- - - - - -

J Reviewing with the management the annual financ~al statements before submission to the

.j I Board, focusing primarily on:

.$

I Annual Report- 2012-2013 9

Attended

7

3

4

5

5

- - - - - - -


& Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.

& Any changes in accounting policies and practices.

4 Major accounting entries based on exercise of judgment by management.

4 Qualifications in draft audit report.

& Significant adjustments arising out of audit.

4 The going concern assumption.

& Compliance with accounting standards.

, & Compliance with Stock Exchange and legal requirements concerning financial statements.

& Any related party transactions i-e. transactions of the Company of material nature, with pro. moters or the management, their su bsidiariesor relatives, etc. that may have potential conflid with the interests of the Company a t large.

2) Reviewing, with the management, the quarterly financial statement before submission to th~ board for approval. I

3) Reviewing with the management, external and internal auditors the adequacy of internal con '

t rol system;

4) Reviewingthe adequacy of internal auditfunction, including the structure of the internal aud department, staffing and sen~ority ofthe official heading the department, reporting structun . coverage and frequency of internal audit reviewing with management, Management Discu! slon and Analysis of financial cond~t~on and results of operation.

5) Discussions with internal auditors any significant findings and follow up thereon. 1

6) Reviewing the findings of any internal investigations by the internal auditors into matterswhe/i.i there is suspected fraud or irregularity or a failure of internal control systems of a mated: nature and reporting the matter to the Board. i I . i '

i. !.

7) Discussions with external auditors befare the audit commence, about the nature and scope/: the audit as well as have post-audit discussionsto ascertain any area of concern. 1. C ,: :

k .- . 8) Reviewing the Company's financial and risk management policies. ,. e - .

b ?

9) b look into the reasons for substantial defaults in the payment to the depositors, debent4' holders, shareholders (in case of nonpayment of declared dividends) and creditors. $:

,l i Y '

Composition of Audit Committee 01

The Audit Committee comprises of following directors 5 1. Mr. Sandeep M Shah - Chairman

2. ' Mr. Ajay C Shah

3. Mr. Lalitkumar Gandhi - Member

I

I ' The Committee met 5 times during the year from 1/4/2012 to 31B3j2013 and the attendances of members of - 1 I the committee were as fol low: r. P 1

;& l 6 ! 3 FG

1 (ii). Share holder's /InuestorsJ Grievance Committee:

Director

Mr. Sandeep M Shah

Mr. Ajay C Shah

Mr. Lalit Kurnar Gandhi

I As a measure of Good Corporate Governance and to focus on the shareholders' grievances and towards strengthening investor relations, an investors' Grievance Committee has been constituted as a committee of

I I

the Board, to redress / minimize the grievance of shareholders/ Investors I I The functions of the committee include:

No. of Meetings

/ TO specifically look into redressing investors1 grievances pertaining to:

Held

5

5

5

a) Transfer of shares

b) Dividends

Attended

5

5

5

C) Dematerialization of shares I I d Replacement of lost/stolen/mutilated share certificates

e 1 Any other related issues

The committee comprises of the following Directors namely:

1. Mr.AjayCShah - Chairman

2. Mr. Sandeep M Shah - Member

4. Mr. Lalit Kumar Gandhi . - Member I

i During the year under review, no complaint was received from Shareholders] investors or Stock Exchanges or SEBl.

b I (iir). Remuneration Committee: n

The Board of Directors of the Company constituted the "Remuneration Committee" to formulate I

P Company's policy on specific remuneration packages for Executive D~rectors rncluding pension rights l and any compensation packages, annual Increments, incentives, additional perquisites etc.

7 j Remuneration Policy ,

9 ' i

it Remuneration Committee determines and recommends to the Board, the compensation of the

I Directors. The key components of the Company's Remuneration policy are. I -- c Annual Report- 2012-2013 11 F

Chartered Logistics Ltd, - Compensation will be a major driver of performance.

Compensation will be competitive.

Compensation will be transparent, fair and simple to administer.

Compensation w ~ l l be fully legal and tax compliant

Re-Constitution of Remuneration Committee

During the year Mr Kishore Kumar Gand hi has resigned from the position of director and the Remu '

neration committee was reconstituted by the Board of directors in their meeting held 01

Yd September, 2012, Mr Harsh Gandhi was appointed as member of the Remuneration comrnitte w.e.f. 03fi9/2012. The members of the Committee comprises of 2 non executive independent dire' tors including the Chairman of the committee and 1 executive director. The committee met twit duringthe year 2012-13 and the attendance of the members during the meeting wasas follows:

t

Remuneration of Directors

Detailsof Remuneration paid to Executive and Non Executive Directorsduring the year2012-13 are as und -

Name of member

Mr. Sandeep M. Shah

Mr. Ajay C Shah

Mr. Harsh Gandhi

Sr. No Name of Director I 1 / Designation

I (Managing Director) I I

Status

Chairman,

Member

Member

l 2 1 Ms. Nisha Makwana (Who!e Time Director)

No of meetings attended

2

2

2

Salary (Amou nt in Rs.)

Perquisites

Ms. N~sha Makwana has resigned w.e.f 30th April, 2013 from the posit~on of whole time director ofb I

company. 1;

r . . Total Remuneration . Amount in Rs,) [,

I I - 1

No remuneration has been paid to the independent d~rectors for the F.Y. 2012-13. li

i

6,00,000/- Nil 6,00,000/- ,

@ Chartered Logistics Ltd,

5. GENERAL BODY MEETING:

The location and time of the Annual General Meetings held during the last three years is as follows:

6. DISCLOSURES:

There were no transactions of a materially significant nature with the promoters, the directors or the management, their subsidiaries orrelatives that may have potential conflictwith the interestof the company at large.

Time

4.30 P.M.

12.30P.M.

11.30 AM

Date

September 28,2012

September 21,2011

September 2 9, 2010

Transactions with related parties duringthe yearare disclosed in the notesforming part of accounts in the Annual Report.

Venue

C-1, lay Tower, 41h Floor, Ankur Commercial Center, Naranpura, Ahrneda bad -380013

C-1, Jay Tower, 4'h Floor, Ankur Commercial Center, Naranpura, Ahmedabad -380013

C-1, Jay Tower, 4th Floor, Ankur Commercial Center, Naranpura, Ahmeda bad -380013

There has been no instance of non- compliance, penalties on any matter relating to the capital market and listing.

7. MEANS OF COMMUNICATION:

Half-yearly report sent to each household of shareholders: No

Quarterly Results-

Which newspapers normally published in: 1.) Indian Express

2.) Financial Express

Any website, where displayed: www.chartered.co.in

Presentation made to Institutional Investors or to Analyst: No

- , , GENERAL l NFORMATION FOR SHAREHOLDERS

a) AGM - Date: Thursday, 22nd August, 2013

Time: 11:30 A.M.

Place: C-1, Jay Tower, 4th Floor, Ankur Road, Naranpura, Ahmedabad-380013

The financial year of the company is from 1'' April, 2012 to 31" March.2013

I : , / I ~


Chartered Logist'crs Ltd, - , b Tentative Financial calendar for the financial year 2013-14:

Un-audited financial results for June,2013 - By 14th August,2013

Un-audited financial results for September,2013 - By 14th Novern ber,2013

Un-audited financial results for December,2013 - By 14th February,2013 I I

1 Un-audited financial results for March, 2014 - By 14th May, 2014.

Audited financial results forthe year ended on - By end of May,2014 March, 2014.

c) Dates o f Book closure: lg th August, 2013 to 2lSt August,2.013(both days inclusive) (In connectio with the Annual General Meeting)

d) Listing of Shares: The shares of the company are listed on Bombay Stock Exchange. The listing f e for the year 2012-2013 have been paid to the Stock Exchange where the shares of thecompany a[ - listed.

el Stock Code: Bombay Stock Exchange: 531977.

f 1 Demat ISIN Number for NSDL and CDSL : INE558F01026

9) Market price Data: High, low during each month in last financial year i.e. lst April 2012 to March, 2013 at Bombay Stock Exchange.

Month

April 2012

June 2012

July 2012

September 2012 18.90 15.00 1,13,70,387

October 2012

November 2012 21.30 16.30 1,07,74,836

December 2012

January 2013

February 2013

March 2013

Chartered Logistics Ltd.

h) Registrar and Transfer Agents for Demat and Physical made: Sharepro Services (India) Pvt. Ltd., Mumbai.

b

i) Share transfer system: Transfer of shares are processed by the Share Transfer Agents and app'roved by the Share Transfer Committee called as "Investor / Shareholders Grievance Committee", which I

meets at frequent intervals. Share transfers are registered and returned within 15 days from the . I

date of receipt, if the relevant documents are complete in respects.

j) Distribution of Shareholding as on 31'' March, 2013

Distribution of No. of Shares % of No. of shares % of Shareholding No. of Shares Shareholders Na. of shires on 31" March, 2013

Upto 500 93041 0.09 516 46.32

501 - 1000 102751 0.10 116 10.4 1

1001- 2000 157270 0.16 9 3 8.35 '

Y

2001- 3000 117190 0.12 46 4.13

3001- 4000 167224 0.17 44 3.95

4000- 5000 143394 014 30 2 69

5001- 10OM) 731015 0.74 83 7.45

10001 -20000 895100 0.90 52 4.68 . ,

Above 20000 96933015 97.58 13 4 12.02

Total 99340000 100 1114 100

Category o f sharehalders as on 31d March 2013

Category No. of Shares held % o f Shareholding

Promoters 60419139 60.82

Mutual Funds and UTI nil nil

Private Corporate Bodies 16 344654 16.45

Indian public 22523224 22.68

N RI/OCBs 52983 0.05

Total 99340000 100

Chartered Logistics Ltd - - k) Dematerialization ,of shares and liquidity: 96.12 %of the paid up capital has been dematerialize;

as on 31" March, 2013.

i) The company has not issued any GDRs /ADRs /Warrants or any convertible instruments.

Address for correspondence: Shareholders correspondence should be addressed at registered d fice of the company at: Compliance Officer, Chartered Logistics Limited, C-1, lay Tower, 4th Floo, Ankur Road, Naranpura, Ahmedabad - 380013.

Place: Ahmedabad Date: 30"' May, 2013


S/d Lalit Kumar Gand hi (Managing Director)

Declaration I, Lalit Kurnar Gand hi ,Managing Director of M/S Chartered Logistics Limited do hereby declare that t per the clause 49 of listing agreement the Board members and the senior management of company duly complied with the code of conduct and ethics as laid down by Board of Directors of the company ..%

< the year ending on 31.3.2013. .:.:

, .,. . . , , ..

l - !

$ . . i : . : j i I

For and on behalf of Board of Directors ji;

Sld Lalit Kurnar Gandhi (Managing Director)

Place: Ahmedabad Date: 30'" May, 2013

I


Management Discussion and Analysis #

The management of chartered logistics limited presents the analysis of the performance of thecompany for the year2012-13 and IT'S outlook for the future. the outlook is based on assessment of the current business environment'.lt may vary due to future economic and other developments.

l NDlAN LOGISTICS INDUSTRY

The Indian logistics industry is likely to continue ittgrowth momentum in 2013 -14 as in the previous year and the sector i s forecast to witness a consolidation wave in the coming months in view of the reviving fortunes of the sector with booming end-user industries.

For the era 2010-2020, the Indian logistics market is likely to witness consistent annual growth of around 8- 9 per cent and reach to the revenue level of about $190-200 billion by 2020.This target will be achieved with the help ofsteady growth of the economy and major industries like engineering, pharmaceuticals, automo- tive, food processing and others.

India spends 13%of its Gross Domestic Product (GDP) on logistics asopposedto the usual practice of 10% by other developing nations. The Indians economy isstill striving for improvements in the field of logistics and supply chain Management togain the competitiveedge in today's worldwideeconomy. Infrastructure development is essential for thegrowth of an economy.'Che Indian government hasfavoured the logistics market of lndia by making some helpful plans and policies to assist in its growth.

To improve i nfrastructurefacilities and in turn the logistics industry government implemented several projects such as golden quadrilateral project, east-west and north-south corridors (connecting four major metros), Free Trade and Warehousing Zones (FTWZ) and private participation in the sector.

1 Several global third party Iogistics providers (3LPsJ have started developing their operations and networks in lndia with a purpose to explore the rampant Indian economy.

To reduce the transportation cost and for quicker movement of cargo Multimodal transport operation is introduced (MTO). MTO helps exporters with less documentation for instance single document for all modes of transport

a Generated employ ment for 45 million people.

o The industry is expected to grow annually at the rate of 15- 20 per cent, reaching revenues of approximately 385bn by 2015.

o Highly Unorganized with organized sector responsible only for 6%

o Market share of organized logistics players i s also expected to double to approximately 12 per cent by 2015

P

o . Logistics costs are 10-20% of GDP !A

o Indian Infrastructure is rated 54th among the 59countries - Road : 56/59, Rail: 25/59, Seaport: 511 59, Airport: 40159

o In general 100% FDI under the automatic route is permitted for all jogistic services.


Chartered Logistics Ltl - Several factors helped the growth of logistics industry in lndia over the decade that includes changing t system, rapid growth in industries such as automobile, pharmaceuticals, FMCG and retail. However, maj. sectors that are investing huge amounts in logistics industry are aviation, metal & mining and consum durables. With increasing competition and cost, focus on outsourcing, entry of foreign players is havii positive impact on the industry. Three major contributors for the growth of the logistic industry are: emf gence of organized retail, increase in foreign trade and lndia becoming soon the manufacturing hub.

FINANCIAL & OPERATIONAL PERFORMANCE OF COMPANY FOR 2012-13

The total income of the company for the current year 2012-13 is Rs. 25269.23 lakhs against total income Rs. 25737.70 lakhs in the previous year Profit before tax (PBT) has been reported t o 426.91 1akhs i n i current year from Profit before tax (PBT) of Rs. 1132.67 lakhs .in the prevrous year. Thenet profit after tam1

-

the current year 2012-13 is 281.89 lakhs.

INTERCONTROL SYSTEM & ADEQUACY:

The Company has proper and adequate system of controls commensurate with its slze and nature of ope tions. Over the years, the company has developed a strong Internal Control System to safeguard all ~ t s ass and to report and record properly all transactions. The company has an adequate internal audit departme wh~ch periodically reviews the internal systems as well as checks for cornpl~ance with the laid down polii;' and procedures. !

t

RISK & CONCERNS: ) \ . ,

The logistics sector is married by many inherent risks which are specific to its functioning, like fragme&.i ownership of vehicles, poor infrastructure of roads, bureaucratic delays a t the borders, poor vehicles m tenance, en-route levies etc. These may be categorized as operational risks. It i s also exposed to marke and financial risksto which all the operationsare exposed. These includes risks like fluctuations in theeco and sudden changes in the Government policies and laws at macro level and risks like increase in the p ofcomponent parts and fuel, increase in the hiring charges of vehicle etc. at macro level. Besides these Road Transport Sector is also saddled by natural calamities and events like Bandhs and riots in various p of the Countries.

India's spend on logistics activities is equal t o 13% of its GDP while it is 10% in Europe and 11% in Japan also higher than most of the developed nations. The main reason for this is the relatively higher lev inefficiencies in the system, with lower average trucking speeds, higher turnaround time at ports and cost of administrative delays. The required pace of efficiency and quality improvement will demand development of capabilities o f logistics sewice providers. 'This industry provides lesser pay and progre incentives compare to other industries. The logistics being a service oriented sector, skill developmen emerge as a main capability.

Despite problems, The Indian logistics industw is growing a t 20% vis-a-vis the average world logisticsi try growth of 10%. Since the organized sector accounts for merely 1% of the annual log~stics cost, th immense potential forgrowth of the sector. Many large Ind~an corporate are been attracted by the po of this sector. Large express cargo and courier companies such as Transport Corporation of lndia (TC started logistics operations. Since the logistics services can be provided without assets there is growing i est among entrepreneurs t o venture into this business .Indian shippers are gradually becoming more a -he benefits of logistics outsourcing. Faster growth rate of Indian GDP irnpl~es more output an

Annual Report- 2012-2013


demand of logistics services. The Indian government has focused on infrastructure development which in- cludesthegolden quadrilateral project, east-west and north-south corridors (connecting four major metros), Free Trade and Warehousing Zones (FTWZ) in line with Special Economic Zones (SEZ) with 100% Foreign Direct Investment (FDI) limit and public-private partnerships (PPP) in infrastructure development. It is expected that infrastructure development would boost investments in the logistics sector. In India 100%FDI is allowed in logistics sector. Almost all large global logistics corn pa nies have their presence in India, mainly involved in freight forwarding and for domestic transportation and warehousing; they have tie-ups with Indian companies which is the key driver for the growth of Indian logistics companies.

HUMAN RESOURCES:

Human Resources continue to get primary focus of the management and the company regards its Human Resources amongst its most valuable assets. The company has invested in people during the course of the year through various training programmes in order to keep its employee competent and updated in the changing business environment. Employee at all levels are exposed to continue training and development. The Human Resources team has been further strengthened t o nurture its Human Resource assets.

CAUTIONARY STATEMENT

Some of the statement in the report describing the Company's objectives, projections, estimates and expectations may be 'forward-looking statement' within the meaning of applicable securities laws and regulations. Theforward-looking statement haveas their basic cestain assumptionsand expectations about behav- ioror outcome of future events and/or economicvariables. The Company'soperations may be affectedthese economic co nditions, demandjsuppl y scenario, price conditions in which the Company operates changes in the Government Policies, changes in fiscal laws and other incidental factors.


Chartered Logistics Ltd, - 4

CEO / CFO CERTIFICATION

The Board of Directors Chartered Logistics Limited Ah medabad Dear Sir, This is to certify that:

a) We have reviewed financial statement for the Financial Year ended 31st March 2013 and the casl flow statement for the year and that to the best of our knowledge and belief: -

i. These statements do not contain any materially untrue statement or omit any material facto contain statements that might be misleading;

ii. These statements together present a true and fair copy of the Company's affairs and areir compliance with existing standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Cornpan during the year that are fraudulent, illegal or violative of the Company's code of conduct.

1) We accept responsibility for establishing and maintaining internal controls and that we haf;; evaluated the effectiveness of the internal control systems of the company and we have disclose& to the auditors and the Audit Committee, deficiencies in the design or operation of internal co$ trols, if any, of which we are aware and the steps we have taken or propose t o take to rectify the{$

:$ deficiencies. ,"

. -. -3

d) We have indicated to the auditors and Audit committee: P I i. About significant changes in internal control during the year, whenever applicable;

ii. That there were no significant changes in accounting policies during the year and that t same have been disclosed in the notes to the financial statements; and

iii. That there were no instances of significant fraud of which we have become aware and involvement therein, if any, of the management or an employee having such significant rol the Company's internal control system.

e) We further declare that all members and senior managerial personnel have affirmed complia with the code of conduct for the current year.

For Chartered Logistics Limited For Chartered Logistics Limited

Lalit Kumar Gandhi J.K.Jakhotiya Managing Director Chief Financial Officer

Place: Ahmedabad Date: 30th May, 2013


AUDITORS' REPORT

TO THE MEMBERS 0 F CHARTERED LOGISTICS LIMITED

We have audited the attached Balance Sheet of CHARTERED LOGISTICS LIMITED, as at 31* March, 2013 and also the Profit and Loss Account forthe year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standardsgenerally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare freeof material misstatement. An audit includes examining on a test basis, evidence support- ing the amounts and disclosures in the financial statementsa+Amaudit also includes assessing theaccounting principles used and significant estimates made by rnanag&ment, as well as evaluating the overall financial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.

As required by the Corn pa nies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) order 2004. (together the 'order') issued by thecentral Government of India in terms of sub- section (4A) of section 227 o f the Companies Act, 1956, we annex hereto a staternenton the matters specified in paragraph 4 and 5 of the said Order.

Furtherto our comments in the Annexure referred to above, we report that:

(1 1 We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purppses of our audit.

(ii) In our opinion, proper books of accounts required by law have been kept by the company so far as appears from our examination of those books

(iii) The Balance Sheet, Profit and Loss ~c&unts and Cash, Flow statement dealt with by this report are in agreement with the books of accounts

[iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956:

(v) On the basis of written representations received from the directors, as on 3lSMarch, 2013, and , taken on record by the Board Of Directors, we report that none of the directors is disqualified as on 31" March 2013 from being appointed as a director in terms-of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956: .. '

(vi) In our opinion and to the best of our information along with accounting policies and additional notes and according to the explanat~ons given to us, thesaid accounts read in along with schedule- I to 23 along with accounting policies and additional notes forming part of accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;


t

Chartered Logistics Ltd . - w e

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31" March, 2013; ant

(b) in the case of the Profit and Loss Account, of the PROFlTfor the year ended on that date.

(c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ForVidya & Co. Chartered Accountants FRN: 308022E

Rajendra K. Nagar Partner IU. No.057240

Ahmedabad, 30th May 2013


ANNEXURE TO THE AUDITORS' REPORT f (Referred t o in paragraph 3 of our report of even date on the accounts of the Chartered Logistics Limited g s2 as at 3lSt March, 2013) $4 g (1) In respect of F i ~ e d Assets: -ir

(a) The company has maintained proper records showing full particulars, including quantita- tive details and situation of fixed assets.

(b) The Company has a program of physical verification of i t s fixed assets, which in our opinion, is Reasonable having regardto thesize of the Company and the nature of itsassets. In accordance with this program, fixed assets have been physically verified by the rnanage- rnent during the year an according to the information and explanation given to us, no material discrepancies have been noticed on such verification.

(4 During the year no substantial parts of fixed assets have been disposed off by the company-Therefore, the provisions of clause l(c) of paragraph 3 of the aforesaid order, in our opinion, are not applicable to the company.

(2) In respect o f inventory of stores, operating suppliers, etc.: I

[a] Physical verification of inventory has been conducted during the year by the management a t reasonable intervals.

(b) In our opinion and according to the information and explanations given t o us, the procedures of physical verification of inventoriesfollowed by the management were reasonable and adequate in relation to the sire of the Company and the nature of its business.

+ (c) In our opinion and according tothe informationand explanation given t o us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(3) In respect o f loans, secured or unsecured, granted or taken by the company t o companies, firms or *

other parties covered in the register maintained under section 301 of the Companies Act, 1956

I according to the information and explanation given t o us:

(a) The Company has not granted any loans to companies listed in the register maintained under section 301 of the Companies Act, 1956.Therefore, the provisions of clause Ill(b) to (d) of paragraph 3 of the aforesaid order, in our opinion, are not applicable to the company.

(h) 'Che company has not taken any loans or Advances of from Companies, firms or other parties covered in the register maintai ned under section 301 of the Companies Act, 1956. Therefore, the provisionsof clause Ill(f) and Ill (g) of paragraph 4 of the aforesaid order, in our opinion, are not applicable to the company

(c) As per information and explanation given to us, the rate of interest and other terms and conditions of the loans taken by the company, if any, are not prima facie prejudicial t o the interest of the company.

--


Chartered Logistics Ltd. - (d) As per information and explanation and records produced before us, there is no overdue

amount, hence this clause is not applicable.

(4) In our opinion and according to the information and'e~planations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business far the purchase of inventory and fixed assets and for the sale of goods. During the courseof '

our audit, we have neithercome across nor have been informedof any continuing failure to correct major weakness in the internal control system.

In respect to contracts or arrangements entered in the register maintained under section 301 of Comoanies Act. :

(a) In our op~nion and according to the information and explanat~ons glven to us, the transac- ' tlons tha t need to be entered ~ n t o the register maintained under sectton 301 of Compan~es

i

Act, 1956, have been duly entered by the company. i F .

(b) In our opinion and according to the information and explanations given to us, the transac- .! , tions in cursuance of contracts or arrangements that are required to be entered in the 1 , register maintained under sectio n 301 of Companies Act, 1956 aggregating during the year 4: Rs.500000;- (Five lacs only) in respect OF each party during the year, the rates are consid- ?. ered to be reasonable having regard to the prevailing market price a t the relevant time. hr

(6) In our opinion and according to information and explanations given to us, the company has not ' . . accepted any deposits from the public and hence the provisions of Section 58A and 58AA or any ! i other relevant provisions of the companies Act, 1956 and the Companies (Acceptance of Deposits) rules, 1975 with regard to the deposits accepted from the public are not applicable to the Company.

(7) The Company has appointed a Chartered Accountant as its Internal Auditor for the year under audit. The internal audit for the year is therefore carried out by the said firm. In our opinion, the company hasan adequate internal audit system commensurate with itssizeand nature of its nature of business.

(8) The maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub - section (1) of section 209 of the A c t for the serwices rendered 5y the company. Therefore provisions of this clause of the order are not applicable to the company.

(9) In respect of Statu tory Dues:

(a) According to the records of the company, the company is generally regular in depositing with aopropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales- tax, wealth - tax, custom duty, excise - duty, cess and other statutory dues. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as a t 31"March 2013 for a period of more than six months from the date they became payable.

(b) According tc~ the information and explanations given to us, there are no dues of wealth tax, excise duty, and cess which have not been deposited on account of any dispute. Thecorn-



pany had preferred Appeal against Block Assessment with the CIT(Appeal), Ahrnedabad for the year AY 2007108 to 2010-11 in the previous financial year against demand u/s 156 of the Income Tax Act, 1956. The appeal has been partly allowed by the CIT (Appeal), Ahmedabad and the company has received the refund for all the above assessment years. However the company has preferred Second Appeal with Hon'ble ITAT, Ahmedabad in respect of addition to income forthe aboveassessment yearsfor which the decision is awaited

(10) The company has no accumulated losses at the end of the financial year and it has not incurred any

I cash losses in the financial year under report and the immediately precedingfinancial year.

d (11) In our opinion and according to the information and e~~lanat ionsgiven to us, the company has not

defaulted in repayment of dues to banks or financial institutions. The Company has not issued any Debentures.

(12) In ouropinion and according to the information and explanations given t o us,The Company has not . granted loans and advances on the basis of security by way of pledge of shares, debentures and

other securities.

(13) The Company is not a chit fund, nldhi or mutual benefit fundjsociety. 'Therefore the provisions of Clause XI41 of paragraph 3 of the aforesaid Order are not applicable to the company.

(14) In our opinion and according to information and explanation given to us, the Company is not deal- ing or trading in shares, securities, debentures and other investments. Therefore the provisions of Clause XIV of paragraph 3 of the aforesaid Order are not applicable to the company.

(15) In our op~nion and according to information and explanation given to us. the Company has not given a guarantee to a financial ~nst~tut ion or banksfor loans taken by others from bank or financial institutions. Therefore the provisions of Clause XV of paragraph 3 of the aforesaid Order ale not applicable to the company.

t $ (16) In our op~nion and according t o information and explanation given to us, the term loans were ap- Y 1 1 t

plied for the purpose for which the loans were obtained. P 1 <a: :$ (17) According t o the cash flow statement and other records examined by us andthe information and ,&

:$ explanation given t o us, on an overall basis, funds raised on short-term basis have, prima facie, not been used during the year for long term investment and vice versa. Though the surplus funds which ,#

Y were not required for immediate utilization have been invested in liquid investments payable on .p ..? ,-f

demand. ;I I

(18) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956, during the year. There- fore the provisions of Clause XVlll of paragraph 3 of the aforesaid Order, are not applicable to the company.

(19) No debentures have been issued by the Company and therefore the provisions of Clause XIX of paragraph 3 of the aforesaid Order, are not applicable to the company.

i j Annual Report- 2012-2013 &

25 - - 9 I

. -__ ._ ._ -.- . b e -


(20) During the year, thecompany has not raised money by public issue and therefore the provisionsof Clause XX of paragraph 3 of the aforesaid Order, are not applicable to the company.

(21) According to the information and explanationsgiven to us and on the basis o f exam ination of records, no material fraud on or by the Company was noticed or reported during the year.

For Vidya & Co. Chartered Accountants FRN: 308022E

Rajendra K. Nagar Partner M.No.057240

Ahmeda bad, 30th May 2013

1. , .' . [:.' F 6 D g-; e! g

Annual Report- 2012-2013

. , ~ - . - - ~ ~~

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1


AUDITOR'S CERTIFICATE

For Vidya & Co. Chartered Accountants FRN: 308022E

Rajendra K. Nagar Partner M.No.057240

Ahmed abad, 30ih May 20 13

We have examined the attached cash flow statement of Chartered Logistics Limited for the year ended on 31st March, 2013. The statement has been prepared by the Company in accorda-nce with the requirements of Clause 32 ofthe Listing Agreements with the Stock Exchanges and is based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company covered by our report of even date to the members of the Company.


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