The Directors present their 2nd Annual Report along with the Audited Financial Statements for the Financial Year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The Company's performance during the year ended March 31, 2023 as compared to the previous financial year, is summarized below:
(Rs. in Lakhs)
|
Particulars
|
Consolidated
|
Standalone
|
31st March 2023
|
31st March 2022
|
31st March 2023
|
31st March 2022
|
Income from operations
|
Revenue from operations
|
13,632
|
-
|
8,159
|
-
|
Other income
|
680
|
-
|
833
|
-
|
Finance Income
|
92
|
-
|
1,268
|
-
|
Total Income
|
14,404
|
-
|
10,260
|
-
|
Expenses
|
Cost of services rendered
|
2,981
|
|
2,680
|
-
|
Employee benefits expense
|
813
|
|
813
|
-
|
Depreciation and amortisation expense
|
2,169
|
|
714
|
-
|
Finance costs
|
3,841
|
|
1,078
|
-
|
Other Expenses
|
2,351
|
1
|
1,703
|
1
|
Total expenses
|
12,155
|
1
|
6,988
|
1
|
Profit before exceptional items and tax
|
2,249
|
(1)
|
3,272
|
(1)
|
Exceptional items
|
1,346
|
|
375
|
|
Profit before tax after exceptional items
|
903
|
-
|
3,646
|
(1)
|
Tax expense
|
|
-
|
|
|
-Current tax
|
1,067
|
-
|
848
|
-
|
-Deferred tax
|
(893)
|
-
|
(824)
|
-
|
Total Income Tax expense
|
174
|
-
|
24
|
|
Profit after tax from continuing operations
|
729
|
(1)
|
24
|
-
|
Discontinued operations
|
Profit before tax for the year from discontinued operations
|
2,516
|
-
|
1,282
|
-
|
Income tax expense
|
461
|
-
|
215
|
-
|
Profit for the year from discontinued operations
|
2,054
|
-
|
1,067
|
-
|
Profit for the year from Continuing and Discontinuing Operations
|
2,783
|
(1)
|
4,690
|
(1)
|
Other comprehensive income
|
|
|
|
|
Items that will not be reclassified to subsequently to Profit and Loss
|
|
|
|
|
Re-measurement (loss)/gain on defined benefit plans
|
(2)
|
-
|
(2)
|
-
|
Other comprehensive income for the year, net of tax
|
(2)
|
-
|
(2)
|
-
|
Total comprehensive income for the period
|
2,781
|
(1)
|
4,688
|
(1)
|
(' in Lakhs)
|
Particulars
|
Consolidated
|
Standalone
|
31st March 2023
|
31st March 2022
|
31st March 2023
|
31st March 2022
|
Profit attributable to
|
Equity holders of the parent
|
2,762
|
(1)
|
4686
|
(1)
|
Non-controlling interest
|
21
|
|
-
|
|
Other comprehensive income attributable to
|
|
|
|
|
Equity holders of the parent
|
(2)
|
-
|
(2)
|
-
|
Non-controlling interest
|
-
|
-
|
-
|
-
|
Other comprehensive income for the year, net of tax
|
(2)
|
-
|
(2)
|
-
|
Total comprehensive income for the period
|
2,781
|
(1)
|
4,688
|
(1)
|
Pursuant to the provisions of the Companies Act, 2013 (the "Act”), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS”) notified under the Companies (Indian Accounting Standards) (Amendment) Rules, 2015, as amended from time to time.
SCHEME OF ARRANGEMENT AND DEMERGER
The Board of Directors of Transindia Real Estate Limited (Formerly known as Transindia Realty & Logistics Parks Limited) (TREL)/ the "Company” in their meeting held on December 23, 2021, had approved the scheme of arrangement and demerger (the "Scheme”) between Allcargo Logistics Limited ("Demerged Company”), Allcargo Terminals Private Limited ("Resulting Company 1” / "ATL”) and Transindia Realty & Logistics Parks Limited ("Resulting Company 2”) and their respective Shareholders (the "Scheme”).
Pursuant to the Scheme, the construction & leasing of Logistics Parks, leasing of land & commercial properties and Engineering Solutions (hiring and leasing of equipment's) and any other related logistics businesses of Allcargo Logistics Limited was demerged/transferred to TREL.
The salient features of the said Scheme are set forth hereunder:
S,r. Particulars No.
|
Details
|
1
|
Demerged Company
|
Allcargo Logistics Limited
|
2
|
Resulting Company 1
|
Allcargo Terminals Limited
|
3
|
Resulting Company 2
|
Transindia Realty & Logistics Parks Limited
|
4
|
Appointed Date
|
April 1, 2022
|
5
|
Rationale for the Scheme
|
See the chapter titled "Objects and Rationale of the Scheme” on page 69.
|
6
|
Date of Approval of Scheme by NCLT
|
January 5, 2023
|
7
|
Effective Date
|
April 1, 2023
|
8
|
Record Date
|
April 18, 2023
|
Sr
Particulars Details
No.
9 Exchange Ratio 1 equity share of ' 2 each
fully paid up of Resulting Company 1 and 2 for every 1 equity shares of ' 2 each fully paid up held in the Demerged Company.
10 No. of Shares Issued 24,56,95,524 Equity Shares in terms of Scheme
by our Company
Approvals with respect to the Scheme
The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench Court III vide its Order dated January 05, 2023, in 38.C.P.(CAA)/215/MB/2022 in C.A.(CAA)/193/MB/2022 approved the Scheme of Arrangement and Demerger.
BUSINESS OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS
The Company was created to tap the opportunities present in the industrial real estate space owing to boom in logistics and manufacturing in India. Initiatives such as introduction of GST, Make in India program, PM Gati Shakti, Sagarmala programme, Bharatmala programme, PLI scheme, and the National Logistics Policy has provided the much needed boost to this sector. Further growing domestic market, low labour cost, increasing infrastructure spending by the Government and increasing level of foreign direct investment, have contributed to the rapid growth of the sector. The Company has capabilities of developing fixed income annuity-based assets through industrial & logistics park, commercial space, and leasing developed land for CFS / ICD / PFT operations. The Company is very well positioned to be one of the top players in the Indian Industrial Real estate industry with 5.5 million square feet of assets developed and managed across India.
Some of the factors that contribute to achieve this goal are:
• Lands acquired at strategic Location
• Strong Domain Expertise
• In-depth understanding of local nuances specific to industry, sectors, and regions TREL have extended footprint across India with projects developed or being developed in Mumbai (Bhiwandi and JNPT), Bengaluru (Malur & Hoskote), Delhi NCR (Farukhnagar), Kolkata (Dankuni), Patna & Chennai.
CHANGE OF NAME OF THE COMPANY
The members of the company at their Extra Ordinary General Meeting held on April 14, 2023 approved the change of name of the Company from Transindia Realty & Logistics Parks Limited to Transindia Real Estate Limited and the company has received the new certificate of incorporation on May 15, 2023.
DIVIDEND
Considering the future business plans of the company along with requirement of the funds for execution of those plans, your directors think it is prudent not to recommend any dividend to the shareholders for the Financial Year ended March 31, 2023.
TRANSFER TO RESERVES
During the Financial Year under review, no amount has been transferred to any reserve of the Company.
CAPITAL STRUCTURE
The details of the capital structure of our company is as follows:
The initial issued and paid-up equity share capital of Transindia Real Estate Limited was 7 equity shares of ' 10/-each, aggregating to ' 70/-.
A. Pre-Scheme capital structure of our Company as on December 23, 2021:
Authorised Share Capital
|
Amount (?)
|
10,000 Equity Shares of ' 10 each
|
1,00,000
|
Total
|
1,00,000
|
Issued, Subscribed and Paid-up Share Capital
|
Amount (?)
|
7 Equity Shares of ' 10 each
|
70
|
Total
|
70
|
Split or Consolidation of Equity Shares
The members of the Company at their Extra Ordinary General Meeting held on March 01, 2023, approved the sub-division (split) of the face value of the equity shares of the Company from ' 10/- to ' 2/- Per Equity Share.
Increase in Authorised Share Capital
The Members of the Company at their Extra Ordinary General Meeting held on March 06, 2023, increased the Authorised Share Capital of the Company from ' 1,00,000/- (Rupees One Lakhs Only) consisting of
50,000 equity shares of ' 2/- each to ' 55,00,00,000/-(Rupees Fifty-Five Crores Only) consisting of 27,50,00,000 equity shares of ' 2/- each.
B. Post-Scheme capital structure of our Company
|
Authorised Share Capital Amount (?)
|
27,50,00,000 Equity Shares of ' 2 each
|
55,00,00,000
|
Total
|
55,00,00,000
|
|
Issued, Subscribed and Paid-up Share Capital
|
Amount (?)
|
24,56,95,524 Equity Shares of ' 2 each
|
49,13,91,048
|
Total
|
49.13.91.048
|
*Equity shares of Resulting Company 2 were issued and allotted on April 26, 2023, to the shareholders of Demerged Company as per the share Entitlement Ratio as a consideration for the demerger in accordance with the Scheme.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT Scheme of Arrangement and Demerger The shareholders and other stakeholders are generally informed that, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench Court III vide its Order dated January 05, 2023 in 38.C.P.(CAA)/215/MB/2022 in C.A.(CAA)/193/ MB/2022 approved the Scheme of Arrangement and Demerger between Allcargo Logistics Limited 'Demerged Company', Allcargo Terminals Limited, ('Resulting Company 1'), Transindia Realty & Logistics Parks Limited ('Resulting Company 2') and their respective Shareholders. The Scheme was made effective from April 01, 2022, being Appointed Date. Further, the Company accounted for Demerger in its books of account in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 and other generally accepted accounting principles in India. Hence, we wish to clarify that the Financial Statements for the FY 2022-23 may not be comparable with that of previous year.
SUBSIDIARY, ASSOCIATE OR JOINT VENTURES
Pursuant to Scheme of Arrangement and Demerger amongst Allcargo Logistics Limited ("Demerged Company”), Allcargo Terminals Limited ("Resulting Company 1”) and Transindia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited) ("Resulting Company 2”), as
sanctioned by NCLT dated January 5, 2023, the following subsidiaries were transferred to Transindia Real Estate Limited. The Company does not have any associates or joint ventures.
WOS/
Sr. Subsidiary/ % of Name of Subsidiaries
No. Associate/ holding
Investment
|
1
|
Allcargo Inland Park Private Limited
|
WOS
|
100
|
2
|
Allcargo Multimodal Private Limited
|
WOS
|
100
|
3
|
Jhajjar Warehousing Private Limited
|
WOS
|
100
|
4
|
Bhiwandi Multimodal Private Limited
|
WOS
|
100
|
5
|
Allcargo Warehousing Management Private Limited
|
WOS
|
100
|
6#
|
Madanahatti Logistics and Industrial Parks Private Limited
|
WOS
|
100
|
7
|
Marasandra Logistics and Industrial Parks Private Limited
|
WOS
|
100
|
8
|
Avvashya Projects Private Limited
|
WOS
|
100
|
9
|
Avvashya Inland Park Private Limited
|
WOS
|
100
|
10
|
Dankuni Industrial Parks Private Limited
|
WOS
|
100
|
11
|
Hoskote Warehousing Private Limited
|
WOS
|
100
|
12
|
AGL Warehousing Private Limited
|
Subsidiary
|
93.38
|
13
|
Koproli Warehousing Private Limited
|
Subsidiary
|
99
|
141
|
Malur Logistics and Industrial Parks Private Limited
|
WOS
|
100
|
15 2
|
Venkatapura Logistics and Industrial Parks Private Limited
|
WOS
|
100
|
163
|
Panvel Industrial Parks Private Limited
|
WOS
|
100
|
17##
|
Kalina Warehousing Private Limited
|
WOS
|
100
|
18###
|
Panvel Warehousing Private Limited
|
WOS
|
100
|
Pursuant to Section 129 of the Companies Act, details of subsidiary companies are set out in the statement in Form AOC-1 is attached herewith as Annexure -I.
the closing conditions and achievement of certain milestones (together the 'conditions precedent') as prescribed in the agreements. Subsequent to the end of the quarter ended December 31, 2022, major conditions precedent were fulfilled and 90% of Equity shares of Malur were sold to BRE Asia Urban Holdings Ltd on February 01, 2023.
The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.
**Sale of Venkatapura Logistics and Industrial Park Private Limited, a wholly owned subsidiary of the Company
A Securities Subscription and Purchase Agreement was executed dated January 13, 2020 among Allcargo Logistics Limited (Allcargo), Venkatapura Logistics and Industrial Parks Private Limited (Venkatapura), Allcargo Logistics & Industrial Parks Private Limited (ALIPPL), Madanahatti Logistics & Industrial Parks Limited (Madanahatti), Kalina Warehousing Private Limited (Kalina), Panvel Warehousing Private Limited (Panvel) (hereinafter be referred collectively as the "companies”) and BRE Asia Urban Holdings Ltd ("the Investor”) for transfer of controlling stake of the Companies subject to the satisfaction of the closing conditions and achievement of certain milestones (together the 'conditions precedent') as prescribed in the agreements. Subsequent to the end of the quarter ended December 31, 2022, major conditions precedent were fulfilled and 90% of Equity shares of Venkatapura were sold to BRE Asia Urban Holdings Ltd on February 01, 2023.
The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.
#Acquisition of Madanahatti Logistics and Industrial Park Private Limited
Allcargo Logistics Limited ("Company”), entered into a Securities Purchase Agreement ("SPA”) on February 21, 2023, with BRE Asia Urban Holdings Ltd. (the "Seller”) to acquire: (a) 5,40,000 (Five Lakhs and Forty Thousand) equity shares (representing 90% of the equity share capital), and (b) 1,07,78,147 (One Crore, Seven Lakhs, Seventy Eight Thousand, One Hundred and Forty Seven) Class A Optionally Convertible Debentures ("Class A OCDs”) of Madanahatti Logistics and Industrial Parks Private Limited (the "Target”).
##Sale of Kalina Warehousing Private Limited, a wholly owned subsidiary of the Company
A Securities Subscription and Purchase Agreement has been executed dated January 13, 2020 among Allcargo Logistics Limited (Allcargo), Venkatapura Logistics and Industrial Parks Private Limited (Venkatapura), Allcargo Logistics & Industrial Parks Private Limited (ALIPPL), Madanahatti Logistics & Industrial Parks Limited (Madanahatti), Kalina Warehousing Private Limited (Kalina), Panvel Warehousing Private Limited (Panvel) (hereinafter be referred collectively as the "companies”) and BRE Asia Urban Holdings Ltd ("the Investor”). Pursuant to the agreement, BRE Asia was holding
90,000 Debentures (CCD) which got converted into equity on
February 01, 2023. After conversion 90% equity were held by BRE Asia and remaining 10% equity was held by the Company.
The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.
###Sale of Panvel Warehousing Private Limited, a wholly owned subsidiary of the Company
A Securities Subscription and Purchase Agreement has been executed dated January 13, 2020 among Allcargo Logistics Limited (Allcargo), Venkatapura Logistics and Industrial Parks Private Limited (Venkatapura), Allcargo Logistics & Industrial Parks Private Limited (ALIPPL), Madanahatti Logistics & Industrial Parks Limited (Madanahatti), Kalina Warehousing Private Limited (Kalina), Panvel Warehousing Private Limited (Panvel) (hereinafter be referred collectively as the "companies”) and BRE Asia Urban Holdings Ltd ("the Investor”). Pursuant to the agreement, BRE Asia was holding
90,000 Debentures (CCD) which got converted into equity on February 01, 2023. After conversion 90% equity were held by BRE Asia and remaining 10% equity was held by the Company.
The Board of Directors in their board meeting held on June 02, 2023, sold the remaining 10% to the investor. The shareholders approved the proposed sale via postal ballot on July 09, 2023.
***Sale of Panvel Industrial Parks Private Limited, a wholly owned subsidiary of the Company
Prior to effective date of Demerger, Panvel Industrial Parks Private Limited a wholly owned subsidiary of Allcargo Logistics Limited was transferred to Allcargo Belgium N.V. another wholly owned subsidiary of Allcargo Logistics Limited.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business. Pursuant to the Scheme of Arrangement and Demerger, the construction & leasing of Logistics Parks, leasing of land & commercial properties and Engineering Solutions (hiring and leasing of equipment's) and any other related logistics businesses of Allcargo Logistics Limited was demerged/transferred to TREL.
LISTING OF EQUITY SHARES
The equity shares of the Company were not listed till the end of the Financial Year 2022-23, however, the same got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on August 10,2023. The annual listing fee for the Financial Year 2023-24 has been paid to both the stock exchanges.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
|
Sr
No.
|
Name
|
Designation
|
Date of Appointment
|
Date of Cessation
|
1
|
*Mr. Jatin Chokshi
|
Managing Director
|
April 13, 2023
|
NA
|
2
|
Mr. Mohinder Pal Bansal
|
Chairman & Independent Director
|
April 13, 2023
|
NA
|
3
|
Mr. Kaiwan Kalyaniwalla
|
Non-Executive Non-Independent Director
|
April 13, 2023
|
NA
|
4
|
Mr. Vinit Prabhugaonkar
|
Independent Director
|
April 13, 2023
|
NA
|
5
|
Ms. Shloka Shetty
|
Non-Executive Non-Independent Director
|
May 08, 2023
|
NA
|
6
|
Ms. Alka Arora Misra
|
Independent Director
|
April 13, 2023
|
NA
|
7
|
Mr. Ravi Jhakar
|
Director
|
December 21, 2021
|
April 13, 2023
|
8
|
Mr. Prabhakar Shetty
|
Director
|
December 21, 2021
|
April 14, 2023
|
*Mr. Jatin Chokshi was appointed as first director on December 03, 2021. Further he was appointed as Managing Director on April 13, 2023.
None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act. During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
Key Managerial Personnel (KMP)
Following were appointed as Key Managerial Personnel pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 post Financial Year and as on the date of the Annual Report:
Sr
No.
|
Name
|
Designation
|
Date of Appointment
|
1
|
Mr. Jatin Chokshi
|
Managing Director
|
April 13, 2023
|
2
|
Mr. Ashok Khimji Parmar
|
Chief Financial Officer
|
April 01,2023
|
3
|
Ms. Khushboo Dinesh Mishra
|
Company Secretary and Compliance Officer
|
April 01,2023
|
1.
|
Mr. Jatin Chokshi
|
Chairman
|
2.
|
Ms. Shloka Shetty
|
Member
|
3.
|
Ms. Alka Arora Misra
|
Member
|
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Board confirms that based on the written affirmations from each Independent Director, all Independent Directors fulfill the conditions specified for independence as stipulated in the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the “Listing Regulation”), as amended, read with Section 149(6) of the Act along with rules framed thereunder and are independent of the Management. Further, the Independent Directors have also registered their names in the Databank maintained by the Indian Institute of Corporate Affairs(“IICA”), Manesar, Gurgaon as mandated in the Companies (Appointment and Qualification of Directors), Rules, 2014. None of the Independent Directors have any other material pecuniary relationship or transaction with the Company, its Promoters, or Directors, or Senior Management which, in their judgement, would affect their independence. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, none of the Directors are related to each other.
BOARD MEETINGS
During the Financial Year under review, the Board met 7 (seven) times during the year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days. The details of the meetings are furnished in the Corporate Governance Report which forms part of this Annual Report.
COMMITTEES OF THE BOARD
During the Financial Year 2022-2023, there was no requirement to form committees. The various committees were constituted on May 08, 2023. A detailed update on the Board, its committees and its composition, including terms of reference of various Board Committees is provided in the Corporate Governance Report, which forms part of this Annual Report. The company also adopted relevant policies such as Remuneration policy and Related Party Transaction policy which are available on the website of the Company at www.transindia.co.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the Financial Year under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the Financial Year under review have been provided in the notes to the Financial Statements which forms part of this Annual Report.
PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, for consistency, the Company
has a Policy on Related-Party Transactions which is available on the website of the Company at www.transindia.co.in.
Details of related party transactions are given in Note to the Financial Statements. Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm's length's basis. Further Disclosure in form AOC-2 is attached as Annexure II to this Board's Report.
During the Financial Year under review, the Company has entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the company on the materiality of related party transactions.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility ('CSR') was not applicable to the Company during the F.Y. 2022-2023. As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee on May 08, 2023 and composition of committee consists:
PARTICULARS OF EMPLOYEES
Particulars of Employees drawing remuneration in excess of limits prescribed by provision of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the company on the materiality of related party transactions.
Further, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annuexure III to this Board's Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:
1. In preparation of Annual Accounts for the Financial Year 2022-23, the applicable accounting standards have been followed and there are no material departures;
2. They have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year and of the Profit of the Company for the Financial Year;
3. They have taken proper and sufficient care to the best of their knowledge and ability 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;
4. They have prepared annual accounts on a going concern basis;
5. The Company being unlisted as on March 31, 2023 sub clause (e) of Section 134(3) of the Act is not applicable;
6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is attached as Annexure IV to this Board's Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: www.transindia.co.in
DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
CORPORATE GOVERNANCE REPORT
Corporate Governance essentially involves balancing the interests of a Company's stakeholders. The Company is committed to good corporate governance practices and the Corporate Governance practices of the Company are a reflection of its values, policies and relationship with our stakeholders. The Corporate Governance Report has been provided in a separate section which forms part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE
The Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees, whether permanent, contractual, temporary, and trainees are covered under this Policy. The Company has duly constituted internal complaint committee as required under the provisions Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management discussion and Analysis, forming part of this Annual Report.
HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION
We are committed to hiring and retaining the best talent and being among the industry's leading employers. We focus on promoting a collaborative, transparent, and participative organizational culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their careers, and navigate their next.
In terms of compliance with provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee's remuneration are attached as 'Annexure III' to this Boards Report.
AUDITORS AND AUDITOR'S REPORT Statutory Auditors
M/s C.C. Dangi & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company in the AGM held on September 30, 2022, for a term of 5 consecutive years from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting to be held in the Financial Year 2026-2027.
The requirement for the annual ratification of auditors' appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018.
The auditors have confirmed their eligibility limits as prescribed in the Act, and that they are not disqualified from continuing as Auditors of the Company.
The Auditor's Report for the Financial Year ended March 31, 2023, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion
in the Auditors' Report, which calls for any further comments or explanations.
Secretarial Auditor
During the FY 2022-2023, Secretarial Audit was not applicable to the Company. In accordance with Section 204 of the Act, M/s Mehta & Mehta, Company Secretaries are appointed as Secretarial Auditor of the Company for the FY. 2023-2024.
Internal Auditors
During the FY. 2022-2023, Internal Audit was not applicable to the Company. I n accordance with the provisions of Section 138 of the Act, the Board of Directors appointed Ms. Rani Shah, as Internal Auditor to conduct internal audit of the Company for the F.Y. 2023-2024.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report ('MDAR') is presented in seperate section which forms part of this Annual Report.
SHARE REGISTRAR AND TRANSFER AGENT
M/s. Link Intime India Private Limited (SEBI Registration No.: INR000004058) is a Registrar & Transfer Agent ("RTA”) has been appointed as the Company's RTA. The details of Link Intime are mentioned in the Report of Corporate Governance.
GENERAL/OTHER DISCLOSURES:
Proceedings pending or application made under the Insolvency and Bankruptcy Code 2016.
1. Petition under insolvency and Bankruptcy code act against Hajee AP Bawa and company before National Company Tribunal, Bengaluru. [Cp(IB) 84 of 2022]
Allcargo Logistics Limited filed insolvency petition for recovering outstanding amount of ' 1,86,74,041 for crane hiring services.
Current Status :- Hajee A. P. Bava & Company has paid ' 57,50,00,000/- .Settlement filed in court, ' 22,00,000/-to be paid from March 2023 to June 2023 and 24,00,000/-in month of July 2023.
3. Petition under insolvency and Bankruptcy code act against Inox Green Energy Services Limited before National Company Tribunal, Ahmedabad [CP (IB) 310| CP (IB) 312 | CP (IP) of 2022
Allcargo Logistics Limited filed insolvency petitions for recovering outstanding amount from INOX.
Current Status:- We have received 2.5 crores from INOX against 19 crores agreement.
4. Insolvency Claims before insolvency professional.
a) Petition under insolvency and Bankruptcy code act against Zillion Infraprojects Private Limited at Hon'ble High Court of Delhi,[ CP 159 of 2016]
Allcargo Logistics Limited had provided crane hiring services towards which ' 35,93,027/- was receivable. Petition filed by financial creditor is admitted.
Current Status:- Allcargo Logistics Limited have filed claim of ' 35,93,027/- in prescribed format before IRP on 17.06.2019.
b) Petition under insolvency and Bankruptcy code act against Regen Powertech Ltd & Regen Infrastructure & Services Pvt. Ltd at National Company Law Tribunal , Chennai,[ CP 182 of 2019]
Allcargo Logistics Limited had provided crane hiring services towards which ' 23,55,000/- was receivable. Powertech Ltd & Regen Infrastructure & Services Pvt. Ltd failed to pay the dues, petition admitted, and IRP was appointed.
Current Status:- Allcargo Logistics Limited filed claim of ' 23,55,000/- in prescribed format before IRP in year 2019.
c) Petition under insolvency and Bankruptcy code act against Wind World (India) Ltd at National Company Law Tribunal Ahmedabad ,[ C.P (I.B) No. 133/9/ NCLT/AHM/2017]
Allcargo Logistics Limited had provided crane hiring services towards which ' 1,68,00,000/- was receivable. Ahmedabad NCLT admitted insolvency petition filed by IDBI Bank Limited on 06.03.2018.
Current Status:- Allcargo Logistics Limited filed claim of ' 1,68,00,000/- in prescribed format before IRP in year 2018.
d) Petition under insolvency and Bankruptcy code act, against Era Infra Engineering Limited before Hon'ble High Court of Delhi,[ CP 347 of 2016]
Allcargo Logistics Limited had provided crane hiring services towards which ' 60,71,205/- was receivable. Company petition was disposed of since Petition under IBC was admitted against Era Infra Engineering Limited by Delhi NCLT.
Current Status:- Allcargo Logistics Limited filed claim of ' 60,71,205/- in prescribed format before IRP in year 2017.
e) Petition under insolvency and Bankruptcy code act, against IVRCL Limited before Hon'ble High Court of Hyderabad,[ CP 474 of 2016]
Allcargo Logistics Limited had provided crane hiring services towards which ' 17,44,193/- was receivable. National Company Law Tribunal, Hyderabad admitted Insolvency petition filed by State Bank of India.
Current Status:- Allcargo Logistics Limited filed claim of ' 17,44,193/- in prescribed format before Insolvency Resolution Professional in year 2018.
f) Petition under insolvency and Bankruptcy code act, against Jyothi Structures Limited before Hon'ble High Court of Mumbai,[ CP 1290 of 2015]
Allcargo Logistics Limited had provided crane hiring services towards which ' 59,61,550/- was receivable. National Company Law Tribunal, Mumbai admitted Insolvency petition filed by financial creditor.
Current Status:- Allcargo Logistics Limited filed claim of ' 17,44,193/- in prescribed format before IRP.
Other Disclosures:
Further your Directors states that no disclosure is required in respect of the following items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential voting rights to dividend, voting or otherwise.
b. Issue of sweat equity shares in accordance with the regulation made by the SEBI in this behalf and if not
listed, the sweat equity shares issued in accordance with such rules as may be prescribed.
c. Further issue of share capital to employees under a scheme of employees' stock option.
d. Any provision of money in accordance with any scheme for the purchase /subscription for, fully paid -up shares in the company or its holding company & if such shares held by trustees for the benefit of the employees or such shares held by the employee of the company, and giving of any loans to persons in the employment of the company other than its directors or KMP, for an amount not exceeding their salary or wages for a period of six months to purchase or subscribe for fully paid-up shares in the company or its holding company to be held by them by way of beneficial ownership, then disclosures of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.
e. Reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement.
ACKNOWLEDGMENTS
The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members, and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.
1
Sale of Malur Logistics and Industrial Park Private Limited, a wholly owned subsidiary of the Company
2
An Investment Agreement was executed dated January 13, 2020, between Allcargo Logistics Limited (ALL), Malur Logistics and Industrial Parks Private Limited (Malur) and BRE Asia Urban Holdings Ltd ("the Investor”) for transfer of
3
controlling stake of the Malur subject to the satisfaction of
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