Disclosure in board of directors report explanatoryDIRECTORS’ REPORT Your Directors present their Ninth Report together with the audited financial statements of your Company for the year ended 31st March, 2016. FINANCIAL HIGHLIGHTSAND STATE OF COMPANY’S AFFAIRS: | | (Rs. in Crores) | | For the year ended | For the year ended | | 31st March, 2016 | 31st March, 2015 | Operating Income ............................................................................................. | 2,014.92 | 1,916.54 | Other Income ..................................................................................................... | 12.43 | 7.64 | Total Income....................................................................................................... | 2,027.35 | 1,924.18 | Less Expenses: | | | Purchase of Stock in Trade............................................................................... | 20.08 | 34.76 | Change in Inventories of Stock in Trade .......................................................... | (0.13) | (1.25) | Operating, Administrative & Other Expenses ................................................... | 1,799.47 | 1,704.48 | Personnel .......................................................................................................... | 144.43 | 118.17 | Finance Costs .................................................................................................... | 0.01 | 0.02 | Depreciation and Amortization.......................................................................... | 6.62 | 5.90 | TotalExpenses................................................................................................... | 1970.48 | 1,862.08 | Profit/(Loss) Before Tax ..................................................................................... | 56.87 | 62.10 | Less: | | | Provision for Taxation | | | – Current Tax .............................................................................................. | 21.45 | 22.37 | – Deferred Tax Income ............................................................................... | (1.89) | (1.36) | Profit/(Loss) After Tax ........................................................................................ | 37.30 | 41.09 | Balance of Profit from earlier years .................................................................. | 105.79 | 64.89 | Transitional depreciation charge on re-computation of depreciation as per | | | Companies Act, 2013. ....................................................................................... | – | (0.19) | Balance Carried Forward .................................................................................. | 143.09 | 105.79 | Amount carried forward to Reserves ................................................................ | – | – | Net-worth............................................................................................................ | 303.75 | 266.45 |
No material changes and commitments have occurred after the closure of the year under review till the date of this report which would affect the financial position of your Company. OPERATIONS: Your company recorded gross income of Rs.2,027.35 crores for the year under review as against gross income of Rs. 1,924.18 crores in the previous year registering a growth of 5.36%. The net profit after tax (after accounting of deferred tax income of Rs. 1.89 crores) is Rs. 37.30 crores as compared to Rs. 41.09 crores (after accounting of deferred tax income of Rs. 1.36 crores) registering a decline of 9.22%. The slowdown in the automotive industry which is one of the major industry segment which your company serves resulted in subdued revenue growth and resultant pressure on the margins. In line with Company’s strategy of building world class 3PL business, the Company engaged a global consulting firm which is helping the Company to achieve operational and execution excellence. The significant investment made by the Company towards this initiative also impacted the profitability of the Company. The company hopes to reap the benefits of this initiative in the years to come. As a part of the continued diversification of industry verticals served, the Company has successfully established a significant ecommerce logistics business during the year and is in the process of establishing itself in pharma logistics as well. Several world class processes and practices – like transportation control towers, warehouse model accounts and clean sheet costing tools – have also been established and a strong focus on digitization of business processeshas been undertaken. The Non-Mahindra Group Supply Chain business continues to grow year after year and grew by over 40% in the current year. The company grew its supply chain business by winning new customer accounts as well as by way of penetration in major supply chain management customers in the focus industry verticals served. In all verticals marque customers are served by the company and business relationship with each has widened and enhanced significantly in the period. The consolidated gross income of the year is at Rs. 2,096.67 crores with a net profit of Rs. 36.44 crores. DIVIDEND: Your Directors have not recommended dividend with a view to conserve resources for the future growth of your Company. SUBSIDIARIES: 1) Lords Freight (India) Private Limited (‘Lords’) Lords has recorded gross income of Rs. 75.02 crores for the year under review as against gross income of Rs. 69.46 crores in the previous year registering a growth of 8.00%. The net loss after tax (after accounting of deferred tax income of Rs. 0.08 crores) stood at Rs. 1.37 crores as compared to Rs. 2.71 crores (after accounting of deferred tax expense of Rs. 0.18 crores) registering a decrease in loss by 49.45% over previous year. The gross margin in Air Export business increased significantly by 22% over last year, in spite of reduction in revenue by 6.4%, due to focus on working with profitable assignments. The Air import business was another major contributor to growth, growing 76% over previous year. With the focus on working with profitable assignments, the company hopes to improve its performance significantly in the coming years. 2) 2X2 Logistics Private Limited (‘2X2’) During the year 2X2 has purchased 86 car carriers and also engaged market vehicles to increase the business in automotive logistics services. 2X2 has recorded gross income of Rs. 16.00 crores and Net loss after Tax of Rs. 0.07 crores for the year under review. Higher depreciation burden due to acquisition of car carriers throughout the year resulted in minor loss for the year and company hopes to turn profitable during the next financial year. CONSOLIDATED FINANCIAL STATEMENT: In accordance with Section 134(7) of the Companies Act, 2013 and Accounting Standard (AS) - 21, the audited consolidated financial statement of your Company forms part of this Annual Report. A Report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statement is provided in Form AOC-1 and forms part of this Annual Report. SHARE CAPITAL: The authorized share capital of your Company is Rupees One hundred and five crores. The paid-up share capital of your Company as on 31st March, 2016 stood at Rs. 100,70,80,151/- divided into 6,12,77,860 Equity sharesof the face value of Rs. 10/- each aggregating Rs. 59,82,20,951 and 81,77,184 Non-cumulative Compulsorily Convertible Preference Shares of the face value of Rs. 50/- each, aggregating Rs. 40,88,59,200. BOARD OF DIRECTORS Compositionof Board: Sr.No. | Name of the Director | DIN | Executive/Non-Executive | Independent/ Non-Independent | No. of Board Meetings attended | 1 | Mr. Anjani Kumar Choudhari | 00234208 | Non-Executive | Non-Independent | 5 | 2 | Mr. Zhooben Bhiwandiwala | 00110373 | Non-Executive | Non-Independent | 5 | 3 | Mr. K Chandrasekar | 01084215 | Non-Executive | Non-Independent | 4 | 4 | Mr. Parag Shah | 00374944 | Non-Executive | Non-Independent | 5 | 5 | Mr. Ruzbeh Irani | 01831944 | Non-Executive | Non-Independent | 3 | 6 | Mr. Sanjeev Aga | 00022065 | Non-Executive | Non-Independent | 4 | 7 | Mr. Sunish Sharma | 00274432 | Non-Executive | Non-Independent | 4 | 8 | Ms. Neelam Deo | 02817083 | Non-Executive | Independent | 3 | 9 | Mr. Ajay Mehta | 07102804 | Non-Executive | Independent | 5 |
Mr. Ruzbeh Irani and Mr. K Chandrasekar retire by rotation at the forthcoming Annual General Meeting, and being eligible, have offered themselves for re-appointment. Mr. Ajay Mehta and Ms. Neelam Deo has given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. NUMBER OF BOARD MEETINGS: The Board met Five times during the year under review, i.e. on 30th April, 2015, 4th August, 2015, 26th October, 2015, 3rd February, 2016 and 22nd March, 2016. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on representation from the operating management and after due enquiry, confirm that: (a) in the preparation of the annual financial statements for the year ended 31st March, 2016 the applicable accounting standards have beenfollowed; (b) they 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 on 31st March, 2016 and of the profit of the Company for the financial Year ended on that date; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; and (e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. FRAUDS REPORTED BY AUDITORS During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Board/Audit Committee under Section 143(12) of the Companies Act 2013, details of which needs to be mentioned in this report. EVALUATION OF PERFORMANCE: The Board of Directors has adopted a process for annual evaluation of its own performance and that of itscommittees and individual Directors. Questionnaires/Feedback templates for annual evaluation, based on the criteria approved by the Board, were circulated to each Board member and responses were submitted to the Chairman of the Board for facilitating the formal annual evaluation. CODES OF CONDUCT: Your Company has in place Codes of Conduct for Corporate Governance (“the Codes”) for its Directors and Senior Management Personnel and Employees. The Codes enunciate the underlying principles governing the conduct of your Company’s business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of your Company’s ethos. Your Company has for the year under review, received declarations under the Codes from the Board of Directors and the Senior Management Personnel and Employees affirming compliance with the respective Codes. KEY MANAGERIAL PERSONNEL: Pursuant to provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial Personnel of your Company are as below: - Mr. Pirojshaw Sarkari appointed as Chief Executive Officer of the Company w.e.f. 25th July, 2014 - Mr. Nikhil Nayak appointed as Chief Financial Officer of the Company w.e.f. 1st April, 2014 - Mr. Vilas Chaubal appointed as Company Secretary of the Company w.e.f. 25th July, 2014 COMMITTEES OF THE BOARD: Audit Committee (AC) The Composition of Audit Committee is follows:- Director | Designation | No. of AC Meetings attended | Mr. Ajay Mehta | Member | 3 | Ms. Neelam Deo | Member | 1 | Mr. K Chandrasekar | Member | 3 | Mr. Sanjeev Aga | Permanent Invitee | 2 |
The Audit Committee met thrice during year under review, i.e. on 30th April, 2015, 26th October, 2015 and 3rd February, 2016. Nomination and Remuneration Committee (NRC) The composition of Nomination and Remuneration Committee is follows: Director | Designation | No. of NRC Meetings attended | Mr. Ajay Mehta | Member | 2 | Ms. Neelam Deo | Member | – | Mr. Sanjeev Aga | Member | 2 | Mr. Anjani Kumar Choudhari | Member | 2 |
The Nomination and Remuneration Committee met twice during year under review, i.e. on 30th April, 2015 and 26th October, 2015. Corporate Social Responsibility (CSR) Committee The Composition of Corporate Social Responsibility Committee is follows:- Director | Designation | No. of CSR committee Meetings attended | Mr. Ajay Mehta | Member | 1 | Mr. Ruzbeh Irani | Member | 1 | Mr. Sanjeev Aga | Member | 1 |
The Corporate Social Responsibility Committee met once during year under review, i.e. on 26th October, 2015. MLL Key Executives Stock Option (MLL KESO) Committee. The Composition of MLL KeyExecutives Stock Option Scheme Committee is follows:- Director | Designation | No. of MLL KESO committee Meeting attended | Mr. Zhooben Bhiwandiwala | Member | 1 | Mr. Parag Shah | Member | 1 | Mr. Ruzbeh Irani | Member | 1 | Mr. Sunish Sharma | Member | 1 |
The MLL Key Executives Stock Option Scheme Committee met once during year under review, i.e. on 26th October, 2015. Meeting of the Independent Director One meeting of the Independent Directors of the Company was held on 24th December, 2015 without the presence of Non-Independent Directors, Chief Executive Officer and Chief Financial Officer of the Company. The aforesaid Meeting was conducted in a formal but flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties. POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT/REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL: In line with the principles of transparency and consistency and upon recommendation of the Nomination and Remuneration Committee, your Board has approved - Policy on the appointment/removal of Directors and Senior Management personnel, together with the criteria for determining qualifications, positive attributes and independence of Directors - Policy on the remuneration of Directors, Key Managerial Personnel and other employees - These policies are provided as Annexure I and form part of this report. RISK MANAGEMENT POLICY: The Board has formulated a Risk Management Policy for the Company which identifies elements of risk if any which may threaten the existence of the Company.Implementation of the Risk Management Policy is expected to be helpful in managingthe risks associated with the business of the Company. STATUTORY AUDITORS: At the Eight Annual GeneralMeeting, M/s. B. K. Khare & Co., Chartered Accountants, (ICAI registration number 105102W) were appointed as the Statutory Auditors of your Company to hold office from the conclusion of the Eight Annual General Meeting till the conclusion of Ninth Annual General Meeting. M/s. B. K. Khare & Co., Chartered Accountants have given a written consent to act as Statutory Auditor of your Company, if appointed, and have also confirmed that the said appointment would be in conformity with the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The members are requested to appoint statutory auditors of the Company at the ensuing Annual General Meeting and fix their remuneration. The Auditors’ Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITORS: Your Company has appointed Mr. Umesh Maskeri (FCS 4831, CP 12704), the practicing Company Secretary as the Secretarial Auditor of the Company in accordance with Section 204 of Companies Act, 2013 for the Financial Year 2015-16. In terms of provisions of sub-section 1 of Section 204 of Companies Act, 2013, the Company has annexed with this Board Report, a secretarial audit report given by the Secretarial Auditors, and the said secretarial report, in prescribed form MR 3 provided in Annexure II, forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies Rule 8(3) of The Companies (Accounts) Rules, 2014 are provided in Annexure III and form part of this report. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: Being unlisted company, provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company. CORPORATE SOCIAL RESPONSIBILITY: Your Board has approved a Corporate Social Responsibility Policy in accordance with the relevant provisions of Companies Act, 2013. Report on Corporate Social Responsibility containing particulars specified in Annexure to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure IV and forms part of this report. PARTICULARS OF PUBLIC DEPOSITS, LOANS, GUARANTEES OR INVESTMENTS: Your Company has not accepted any deposits from the public, or its employees, during the year. There were no other deposits falling under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 at the beginning of the year, during the year and at the end of the year. There are no deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013 Particulars of loans given, investments made and guarantees and securities provided pursuant to Section 186 of the Companies Act, 2013 are given under Note No. IX and Note No. XI annexed to balance sheet and Note No. B (10) of Notes to financial statements and the same form part of this Report. Your Company has not made any loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34(3) and 53(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule V thereto applicable to the parent Company, Mahindra and Mahindra Limited. PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES: Particulars of contracts or arrangements with related parties of the Company referred to under Section 188(1) of the Companies Act, 2013 are given in Form AOC-2 as Annexure V and the same forms part of this report. EXTRACT OF ANNUAL RETURN: Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2016 in form MGT-9 is annexed as Annexure VI and forms part of this report. MLL KEY EXECUTIVES STOCK OPTION SCHEME (‘Scheme’): During the year under review, the Company has amended the Scheme vide shareholders resolution dated 27th October,2015 and granted 5,45,866 Stock Options to the employeesunder the Scheme. Details of the shares vested, exercised and issued under theaforesaid Scheme, as also the disclosures in compliance with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are set out in Annexure VII and form part of this Report THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: During the year under review, no complaints were received under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, for prevention of sexual harassment at the work place. INTERNAL FINANCIAL CONTROLS: Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, based on the representation received and after due enquiry, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review: - Issue of equity shares with differential rights as to dividend, voting or otherwise. - Issue of shares (including Sweat equity Shares) to employees of the Company under any scheme. - No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future. - There were no Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company. ACKNOWLEDGEMENT: Your Directors would like to place on record their sincere thanks for the cooperation and support received from your Company’s bankers, stakeholders, business associates and various agencies of the Central and State Governments. ANNEXURE I TO THE DIRECTORS’ REPORT A POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL DEFINITIONS The definitions of some of the key terms used in this Policy are given below. “Board”means Board of Directors of the Company.“Company” means Mahindra Logistics Limited.“Employee”means employee of the Company including employees in the Senior Management Team of the Company. “Key Managerial Personnel” (KMP)refers to key managerial personnel as defined under the Companies Act, 2013 and includes: (i) Chief Executive Officer (CEO); (ii) Chief Financial Officer (CFO); and (iii) Company Secretary (CS). “Nomination and Remuneration Committee” (NRC) means Nomination and Remuneration Committee of Board of Directors of the Company for the time being in force. “Senior Management”means personnel of the Company who are members of its Core Management Team excluding Board of Directors comprising of all members of management including the functional heads. I. APPOINTMENT OF DIRECTORS The NRC reviews and assesses Board composition and recommends the appointment of new Directors. In evaluating the suitability of individual Board member, the NRC shall take into account the following criteria regarding qualifications, positive attributes and independence of director: 1. All Board appointments will be based on merit, in the context of the skills, experience, independence and knowledge, for the Board as a whole to be effective. 2. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making. 3. Adherence to the Code of Conduct and highest level of Corporate Governance in letter and in spirit by the Independent Directors. Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member. The Board through the Chairman will interact with the new member to obtain his/her consent for joining the Board. Upon receipt of the consent, the new Director will be co-opted by the Board in accordance with the applicable provisions of the Companies Act 2013 and Rules made thereunder. REMOVAL OF DIRECTORS If a Director is attracted with any disqualification as mentioned in any of the applicable Act, rules and regulations thereunder or due to non-adherence to the applicable policies of the company, the NRC may recommend tothe Board with reasons recorded in writing, removal of a Director subject to the compliance of the applicable statutory provisions. SENIOR MANAGEMENT PERSONNEL Senior Management Personnel are appointed or promoted and removed/relieved with the authority of CEO based on the business need and the suitability of the candidate. The details of the appointment made and the personnel removed one level below the Key Managerial Personnel during a quarter shall be presented to the Board. II. SUCCESSION PLANNING: Board: The successors for the Independent Directors shall be identified by the NRC at least one quarter before expiry of the scheduled term. In case of separation of Independent Directors due to resignation or otherwise, successor will be appointed at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy, whichever is later. The NRC will accord due consideration for the expertise and other criteria required for the successor. The Board may also decide not to fill the vacancy caused at its discretion. Senior Management Personnel: A good succession-planning program aims to identify high growth individuals, train them and feed the pipelines with new talent. It will ensure replacements for key job incumbents in KMPs and senior management positions in the organization. We have a process of identifying Hi-pots and critical positions. Successors are mapped forthese positions at the following levels: 1. Ready now 2. Ready in 1 to 2 years 3. Ready in 2 to 5 years 4. Ready in more than 5 years in order to ensure talent readiness as per a laddered approach. B. Remuneration Policy for Directors, Key Managerial Personnel and other Employees. Overall Intent of Compensation Policy At Mahindra Logistics Ltd. (MLL), we want our employees to understand and appreciate their role in providing value to the business. On its part, the organization recognizes that its success depends upon the skills, competencies and performance of its employees. We also believe that the way in which we compensate, reward and recognize as well as promote our employees is a crucial factor in achieving our business and financial objectives. Towards achievement of these objectives, we promote an entrepreneurial, team-based performance and result oriented culture. Objectivesof the Compensation Policy- – To attract, motivate and retain employees by compensating them competitively, based on periodic comparison with other companies in relevant industries. – To provide an overall package of remuneration and benefits which addresses the normal requirements of employees and their families. – To align levels of compensation with the expected output of employees in terms of role responsibility, skills and experience. – To link elements of compensation with performance of each individual as well as the business. Compensation Strategy – We will regularly track market trends in terms of compensation levels and practices in relevant industries through participation in structured surveys and informal consultation with a select group of comparable organizations. This information will be used to internally review our compensation policies and levels. – Our package of remuneration and benefits will be designed to provide a degree of flexibility to individual employee officers to structure key benefits in a way that best suits individual personal and family requirements. – Recognizing the need for long-term security, the compensation will include all statutory and other retirement benefits. – Broad bands of compensation levels will be equitably defined for each grade to reflect levels of responsibility and provide a template when recruiting new employees. – A pre-determined portion of remuneration will be linked directly to theannual performance of each individual and the business. This proportion will vary for each grade in keeping with the levels of responsibility. Compensation Structure The compensation structure consists of two categories of elements, summarized below. The details of each are given in subsequent parts A. Total Cost to Company B. Reimbursements & Benefits Current Levels & Designations Level | Title | 01 | CEO | 02 | COO /Senior Vice President | 03 | CFO/Vice President | 04 | Senior General Manager/General Manager | 05 | Deputy General Manager | 06 | Senior Manager | 07 | Manager | 08 | Deputy Manager | 09 | Senior Executive | 10 | Executive | MT | Management Trainee | GT | Graduate Trainee | FTC | Fixed Term Contract |
A. Total Cost to Company The first category consists of elements of compensation that are applicable to every individual and are calculated on a ‘Total Cost to Company’ basis. A.1 Fixed Pay This consists of basic salary, allowances and retiral benefits Table A Grade | 01 | 02 | 03 | 04 | 05 | 06 | 07 | 08/MT | 09/MT | 10/GT | Basic Salary (% of CTC) | 30% | 30% | 30% | 30% | 30% | 30% | 30% | 25% | 25% | 25% | HRA (% of Basic) | 50% | 50% | 50% | 50% | 50% | 50% | 50% | 50% | 50% | 50% | Conveyance Allow. Per month | 1600 | 1600 | 1600 | 1600 | 1600 | 1600 | 1600 | 1600 | 1600 | 1600 | Education Allow. Per month | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | 200 | Medical Reimbursement Per month | NA | NA | NA | NA | NA | NA | NA | 1250 | 1250 | 1250 | PF (% of Basic) | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | 12% | Gratuity (% of Basic) | 5.56% | 5.56% | 5.56% | 5.56% | 5.56% | 5.56% | 5.56% | 5.56% | 5.56% | 5.56% | Superannuation (% of Basic) | 15% | 15% | 15% | 15% | 15% | 15% | 15% | NA | NA | NA |
Employees can also opt for contribution to superannuation fund, in that case Superannuation allowance will not be a component of monthly salary. From Flexible benefit allowance an amount as per grade can be declared for availing LTA amount as per limits mentioned in below. Table B: Grade | Leave Travel Allowance | 01 to 03 | 2,00,000 | 04 to 07 | 1,00,000 | 08 | 30,000 | 09 | 20,000 | 10 | 10,000 |
A.2 Variable Pay This consists of an annual performance incentive. The amount paid is based on the individual’s annual performance as well as the performance of the business vertical and company. Each employee is informed of individual entitlement in the appointment or compensation letter. Performance pay is applicable for Grade 07 and above as per below: Table C: Grade | PerformancePay (% of CTC) | 01 | 20% | 02 | 20% | 03 | 20% | 04 | 20% | 05 | 18% | 06 | 15% | 07 | 10% |
Appraisal year is April to March. Employees joined till 31st December will beeligible for Performance pay provided the employee is on rolls as on 30th June on the day of disbursement through salary. New joiners effective 1st January will be eligible for performance pay prorated in next appraisal cycle. Employees in Sales/Business Development Department, who are in Grade 07 and above are eligible for Sales Incentive Plan (SIP), which is paid on the basis of achievement of sales targets on quarterly basis. B. Reimbursements & Benefits - In addition to the above, the company provides certain other reimbursements and benefits. These are applicable to all or certain grades based on business requirements and articulated in the HR policy manual. These are, therefore, kept outside the calculation of Cost to Company. These consist of the following: 1. Medical Reimbursements (For Grade 7 & Above) 2. Group Mediclaim (Hospitalization) insurance policy 3. Group Personal Accident insurance policy 4. Group Term Life policy 5. Workmen Compensation policy 6. Mobile Reimbursement policy 7. Cellular phone handset policy 8. Laptops and data card policy 9. Transfer Relocation allowance policy Hiring Process: For hiring talent from the market, MLL has an Employee Requisition process which has the Job description, candidate profile, grade and the Budgeted CTC. The candidate is givenan offer as per the Table A with a maximum increase of 20% on present CTC of the candidate. Any increase proposed above 20% of CTC an approval is taken from CEO. Payment of Salary: Salaries are credited to (company nominated) employee’s salary bank account. A salary slip detailing the total of pay and the various deductions made is also provided. Salary gets credited to the bank on or before 7th day of the subsequent month. Annual Increments/Promotions Based on annual performance appraisals, competency evaluation and Bell curve guidelines, the permanent employees are given ratings on a 5 point scale and applicable increment percentage on CTC is applicable to derive the revised compensation. Promotion criteria is based movement to a higher responsibility and consistently rated Expectations Surpassed/Superior. For promotions an additional increment is also added. Appraisal year is April to March. Employees joined till 1st February are eligible for Annual increments effective 1st August and new joinees from 2nd February will be eligible for increments prorated in the next appraisal cycle. Fixed Term Contract (FTC) Employees Based on Customer requirement, Fixed Term Contract (FTC) employees are recruited mainly for Operations. The Employment Term of these employees is for one year and it is renewed based on the Customer Agreement for further period. In case of closure of the Customer Agreement, we try to accommodate these employees in other projects based on the requirement else their services are terminated as per the clause mentioned in their appointment letter. Compensation structure and components of compensation for FTC employees depends on the Location and Customer requirement. Basic Salary, Provident Fund and Bonus are the mandatory components of the compensation structure, whereas House Rent Allowance, Conveyance Allowance, Child Education Allowance, Supplementary Allowance, Canteen Allowance, Skill Allowance, Attendance Bonus, Production Incentive are paid on the basis of available budgets for the respective customer. FTC employees are covered under: 1. Employee State Insurance (ESI) or Workmen Compensation (WC) based on the location. 2. Group Mediclaim (Hospitalization) insurance policy. 3. Group Personal Accident insurance policy. 4. Group Term Life policy. For annual increments for FTC’s we have 2 cycles of annual increment – 1st October and 1st April depending on the customer agreement contracts. Policy for Non-Executive Directors including Independent Directors: The Nomination and Remuneration Committee shall decide the basis for determining the compensation, both fixed and variable, to the Non-ExecutiveDirectors including Independent Directors whether as commission or otherwise. The Committee shall take into consideration various factors such as director’s participation in Board and Committee meetings during the year, other responsibilities undertaken, such as membership or chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Companies Act, 2013 and such other factors as the committee may consider deem fit for determining the compensation. The Board shall determine the compensation to Non-Executive Directors within the overall limits specified in the shareholders resolution. ANNEXURE II TO THE DIRECTORS’ REPORT Form No. MR-3 SECRETARIAL AUDIT REPORT For the Financial Year ended March 31, 2016 Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 To, The Members, Mahindra Logistics Limited Mahindra Towers Limited P K Kurne Chowk, Worli Mumbai 400 018 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahindra Logistics Limited (hereinafter called the company) incorporated on August 24, 2007 having CIN U63000MH2007PLC173466 and Registered Office at Mahindra Towers Limited, P K Kurne Chowk, Worli, Mumbai - 400018. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by Mahindra Logistics Limited and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by Mahindra Logistics Limited (“the Company”) for the financial year ended on March 31, 2016 according to the provisions of: (i) The Companies Act, 2013 (“the Act”) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; Not applicable during the year (iii) The Depositories Act, 1996 and the Regulations and Bye- laws framed thereunder; Not applicable (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not applicable during the year (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not applicable during the year (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; Not applicable (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable (f) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: Not applicable We have relied on the representation made by the Company and its officers for the systems and the mechanism formed by the Company for the compliances under the applicable Acts/laws and regulations to the Company. The list of major head/groups of Acts/laws and regulations applicable to the Company is enclosed and marked as Annexure A. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India : Applicable with effect from July 1, 2015 (ii) The Listing Agreements entered into by the Company with Stock Exchanges : Not applicable as the securities of the Company are not listed. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that: Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes-All the resolutions were passed unanimously-. I further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the Company has adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the shareholders of the company at the Extra Ordinary General Meeting held on October 27, 2015 approved the amendment the “MLL Key executives stock options scheme. Umesh P Maskeri Practicing Company Secretary FCS No.: 4831 COP No.: 12704 Place: Mumbai Date: 27th April, 2016 Note: This report is to be read with our letter of even date which is annexed as ANNEXURE II and forms an integral part of this report. ANNEXURE A 1. | The Companies Act, 2013 | 8. Indian Registration Act, 1908 | 2. | The Income-tax Act, 1961 | 9. Motor Vehicle Act, 1988 | 3. | Service Tax Act, 1994 | 10. The Minimum Wages Act, 1948 | 4. | The Employees Provident Fund Act, 1952 | 11. Weekly Holidays Act, 1942 | 5. | The Payment of Gratuity Act, 1972 | 12. Maharashtra Shops and Establishment Act, 1948 | 6. | The Maharashtra Stamp Act (Bom. Act LX 1958) | 13. The Employees State Insurance Act, 1948 | 7. | Negotiable Instruments Act, 1881 | 14. Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 |
ANNEXURE B To The Members Mahindra Logistics Limited Mahindra Towers Limited P K Kurne Chowk, Worli Mumbai-400 018 Our report of even date is to be read along with this letter: 1.Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. UMESH P MASKERI PRACTICING COMPANY SECRETARY FCS No. : 4831 COP No. : 12704 Place: Mumbai Date: 27th April, 2016 ANNEXURE III TO THE DIRECTORS’ REPORT PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31STMARCH, 2016. A. CONSERVATION OF ENERGY (a) the steps taken or impact on conservation of energy: The operations of your Company are not energy – intensive. However adequate measures have been initiated to reduce energy consumption. (b) the steps taken by the Company for utilizing alternate sources of energy: Not applicable (c) the capital investment on energy conservation equipment’s: Nil B. TECHNOLOGY ABSORPTION (a) the efforts made towards technology absorption – Nil (b) the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable (c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not applicable (i) the details of technology imported: (ii) the year of import: (iii) whether the technology been fully absorbed: (iv) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: (d) The expenditure incurred on Research and Development: Nil C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (in terms of actual inflow and outflow) (Rupees in Lakhs) Total Foreign Exchange earnings and outgo: | For the Financial Year Ended 31st March, 2016 | For the Financial Year ended 31st March, 2015 | Total Foreign Exchange Earned | 983.78 | 21.00 | Consideration for Share Capital Received | – | 9,591.25 | Total Foreign Exchange Outgo | 26.56 | 81.69 |
ANNEXURE IV TO THE DIRECTORS’ REPORT FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT (1) Mahindra Logistics Limited (MLL) is a subsidiary of Mahindra & Mahindra Limited. The CSR vision of MLL is to serve and give back to the communities within which it works. From April 2014, in line with Companies Act, 2013, MLL pledges 2% of average net profits made during the three immediately preceding financial years specifically towards CSR initiatives. The commitment to CSR will be manifested by investing resources in the following areas: Community Welfare Program – Under privileged Children Scholarships, Rest Room Facilities, Medical Insurance for the underprivileged. Village Adoption – Infrastructure, Education and Health. MLL employees have been encouraged to volunteer for various CSR projects in the areas of education, health and environment through Employees Social Options program (ESOPS). Some of the projects to which employees have extended their volunteering efforts are skill development of youth, HIV/AIDS awareness, health camps, donations to orphanages and homes for the senior citizens etc. Web-link tothe CSR policy -http://www.mahindralogistics.com/csr.html (2) The Composition of the CSR Committee. The CSR Committee of the Board comprises of the following Board members: Mr. Ajay Mehta (Independent Director) Mr. Ruzbeh Irani Mr. Sanjeev Aga (3) Average net profit of the company for last three financial years. Rs. 5,087.53 Lacs (4) Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) Rs. 101.75 lacs (5) Details of CSR spent during the financial year. (a) Total amount spent for the financial year: Rs. 102.74 lacs (b) Amount unspent, if any: Nil (c) Manner in which the amount spent during the financial year is detailed below S. No | CSR projector activity identified | Sectorin which the project is covered | Projectsor programme (1) Local area or other (2) Specify the state and district where projectsor programswas undertaken | Amount outlay (budget projector programme wise | Amountspent on the project or programme Sub Heads; (1) Direct expenditure on projectsor programmes (2) Overheads | Cumulativeexpenditureupto the reporting period | AmountSpentdirector through implementing agency | | | | | | Rs. in lacs | Rs. in lacs | | 1 | Nanhi Kali | Education & special education, employment enhancing vocational skills & livelihood enhancement projects | PAN India | 51.19 | 51.19 | 87.19 | Through implementing agency* | 2 | Gram Vikas | Rural Development | Thane, Maharashtra. | | 35.38 | 50.59 | Direct | 3 | Samantar | Health, Safe drinking water, eradicating hunger & poverty & contribution to Swacch Bharat Kosh, education & special education, employment enhancing vocational skills & livelihood enhancement projects, promoting gender equality, homes/Hostels/day care for women, orphans, senior citizens | Chandigarh-Haryana and Punjab, Hyderabad-AP, Jaipur-Rajasthan, Indore-MP, Mumbai-Maharashtra, Lonawala-Maharashtra, Pune- Maharashtra, Zaheerabad- Telangana,Delhi, Haridwar- Uttaranchal, Kolkatta-West Bengal | | 6.23 | 17.05 | Direct | 4 | Gyandeep | Education & special education, employment enhancing vocational skills & livelihood enhancement projects | PAN India | | 9.76 | 19.77 | Direct |
S. No | CSR projector activity identified | Sectorin which the project is covered | Projectsor programme (1) Local area or other (2) Specify the state and districtwhere projectsor programswas undertaken | Amount outlay (budget projector programme wise | Amountspent on the project or programme Sub Heads; (1) Direct expenditure on projectsor programmes (2) Overheads | Cumulativeexpenditureupto the reporting period | AmountSpentdirector through implementing agency | 5 | Arogyam | Health, Safe drinking water, eradicating hunger & poverty & contribution to Swacch Bharat Kosh, | Haridwar-Uttranchal, Hyderabad- AP, Mumbai-Maharashtra, Thane- Maharashtra | – | – | 0.59 | Direct | 6 | Sehat | Healthcare including preventive healthcare | Mumbai-Maharashtra, Ahmedabad-Gujarat | – | 0.18 | 0.18 | Direct | 7 | Swach Bharat | Ensuring environmental sustainability | Chennai-Tamil Nadu, Delhi | – | – | 0.08 | Direct | 8 | Green Guardians | Ensuring environmental sustainability | Mumbai-Maharashtra, Thane- Maharashtra | – | – | 0.07 | Direct | | Total | | | – | 102.74 | 175.52 | – |
* Project Nanhi Kali, is implemented and executed through K. C. Mahindra Education Trust. Address: 3rd Floor, Cecil Court, Mahakavi Bhushan Marg, Mumbai – 400 001. (6) In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report - N.A, since the Company believes that the above projects and activities fall within the purview of Schedule VII of the Companies Act, 2013. (7) A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company. The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company. ANNEXURE V TO THE DIRECTORS’ REPORT FORM NO. AOC-2 (Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.) Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm’s length basis- Nil 2. Details of material contracts or arrangements or transactions at arm’s length basis. 1 | Particulars | | a) | Name (s) of the related party & nature of relationship | a. Mahindra & Mahindra Limited – Holding Company b. Mahindra Vehicle Manufacturing Limited – Fellow subsidiary | b) | Nature of Contracts/arrangements/transaction | Transportation services, Stores & Line Feed and warehousing services | c) | Duration of the contracts/arrangements/transaction | Ongoing contract | d) | Salient terms of the contracts or arrangements or transaction including the value, if any | a. Income from freight, manpower & other charges with management fees – Rs. 1,21,458.52 lacs b. Expenses include rent, information technology support and training – Rs. 479.93 lacs | e) | Date of approval by the Board | 29/04/2016 | f) | Amount Paid as Advances, if any | Nil |
Note: Contracts/transactions for rendering of services for an amount exceeding 10% of turnover of the Company or Rupees fifty crore, whichever is lower is considered as material for the purpose of this disclosure. ANNEXURE VITO THE DIRECTORS’ REPORT Form No. MGT-9 Extract of Annual Return as on the financial year ended on 31st March, 2016 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: 1. | CIN | U63000MH2007PLC173466 | 2. | RegistrationDate | 24th August, 2007 | 3. | Name of the Company | Mahindra Logistics Limited | 4. | Category/Sub-Categoryof the Company | Limited by shares/Indian Non Government Company | 5. | Address of Registered office and contact details | Mahindra Towers, P K Kurne Chowk, Worli, Mumbai 400018. Tel : 022-24905828 | 6. | Whether listed Company (Yes/No) | No | 7. | Name, Address and Contact details of Registrar and Transfer Agent, if any | Sharepro Services India Private Limited 13 AB Samitha Warehousing Complex, 2nd Floor,Saki Naka Telephone Exchange Lane, Sakinaka, Andheri East Mumbai – 400072 Tel : 022-67720400/300 Email:sharepro@shareproservices.com |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the company:- Sr.No | Name and Description of Main Product/Services | NIC Code of the Product | % to total turnover of the Company | 1 | Supply Chain Management | 4912, 4923, 5120, 5210 | 86.54% | 2 | People Logistics | 4922 | 12.41% |
Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Sr.No | Name and Address of the Company | CIN | Holding/Subsidiaryof the Company | % of shares held | Applicable Section | 1. | Mahindra & Mahindra Limited | L65990MH1945PLC004558 | Holding Company | 84.01% | 2(46) | 2. | 2x2 Logistics Private limited | U63000MH2012PTC237062 | Subsidiary Company | 55.00% | 2(87)(ii) | 3. | LORDS Freight (India) Private limited | U63030MH2011PTC216628 | Subsidiary Company | 60.00% | 2(87)(ii) |
IV. SHARE HOLDING PATTERN(Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding: Category of Shareholders | No.of Shares held at the beginning of the year | No.of Shares held at the end of the year | %Changeduringthe year | Demat | Physical | Total | %of Total Shares | Demat | Physical | Total | % ofTotalShares | A. Promoters | 1. Indian | | | | | | | | | | a. Individual/HUF | – | – | – | – | – | – | – | – | – | b. Central Govt. | – | – | – | – | – | – | – | – | – | c. State Govt. | – | – | – | – | – | – | – | – | – | d. BodiesCorp. | 5,14,78,424 | 6 | 5,14,78,430 | 84.01% | 5,14,78,424 | 6 | 5,14,78,430 | 84.01% | – | e. Bank/FI | – | – | – | – | – | – | – | – | – | f. Any Other | 16,22,047 | – | 16,22,047 | 2.65% | 16,22,047 | – | 16,22,047 | 2.65% | – | Sub-Total-A-(1) | 5,31,00,471 | 6 | 5,31,00,477 | 86.66% | 5,31,00,471 | 6 | 5,31,00,477 | 86.66% | – |
Category of Shareholders | No.of Shares held at the beginning of the year | No.of Shares held at the end of the year | %Changeduringthe year | Demat | Physical | Total | %of Total Shares | Demat | Physical | Total | %ofTotalShares | 2. Foreign | – | – | – | – | – | – | – | – | – | a. NRI-Individuals | – | – | – | – | – | – | – | – | – | b. OtherIndividuals | – | – | – | – | – | – | – | – | – | c. Body Corporate | – | – | – | – | – | – | – | – | – | d. Bank/FI | – | – | – | – | – | – | – | – | – | e. Any Others | – | – | – | – | – | – | – | – | – | Sub Total- A (2) | – | – | – | – | – | – | – | – | – | Total Share Holding of Promoters (1+2) | 5,31,00,471 | 6 | 5,31,00,477 | 86.66% | 5,31,00,471 | 6 | 5,31,00,477 | 86.66% | – | B. Public Shareholding | 1. Institution | – | – | – | – | – | – | – | – | – | a. Mutual Funds | – | – | – | – | – | – | – | – | – | b. Bank/FI | – | – | – | – | – | – | – | – | – | c. Cent. Govt. | – | – | – | – | – | – | – | – | – | d. State Govt. | – | – | – | – | – | – | – | – | – | e. Venture Capital | – | – | – | – | – | – | – | – | – | f. Insurance Co. | – | – | – | – | – | – | – | – | – | g. FIIs | – | – | – | – | – | – | – | – | – | h. Foreign Portfolio Corporate | - | – | – | – | – | – | – | – | – | i. Foreign Venture Capital Fund | – | – | – | – | – | – | – | – | – | j. Others | – | – | – | – | – | – | – | – | – | Sub-Total-B(1) | – | – | – | – | – | – | – | – | – | 2. Non-Institution | – | – | – | – | – | – | – | – | – | a. Body Corp. | 3,34,156 | – | 3,34,156 | 0.55% | 3,34,156 | – | 3,34,156 | 0.55% | – | b. Individual | – | – | – | – | – | – | – | – | – | i. Individual shareholders holding nominal share capital upto Rs. 1 lakh | – | – | – | – | – | – | – | – | – | ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh | – | – | – | – | – | – | – | – | – | c. Others | | | | | | | | | | i. NRI (Rep) | – | – | – | – | – | – | – | – | – | ii. NRI (Non-Rep) | – | – | – | – | – | – | – | – | – | iii. Foreign National | 78,43,227 | – | 78,43,227 | 12.80% | 78,43,227 | – | 78,43,227 | 12.80% | – | iv. OCB | – | – | – | – | – | – | – | – | – | v. Trust | – | – | – | – | – | – | – | – | – | vi. In Transit | – | – | – | – | – | – | – | – | – | Sub-Total-B(2) | 81,77,383 | – | 81,77,383 | 13.34% | 81,77,383 | – | 81,77,383 | 13.34% | – | Net Total(1+2) | 81,77,383 | – | 81,77,383 | 13.34% | 81,77,383 | – | 81,77,383 | 13.34% | – | C.Shares held by Custodian for GDRs & ADRs | Promoter and Promoter Group | – | – | – | – | – | – | – | – | – | Public | – | – | – | – | – | – | – | – | – | Grand Total(A+B+C) | 6,12,77,854 | 6 | 6,12,77860 | 100% | 6,12,77,854 | 6 | 6,12,77,860 | 100% | – |
ii. Shareholding of Promoters: Sr. No. | Shareholder’s Name | Shareholding at the beginning of the Year | Shareholding at the end of the year | % ofchangein share- holding during the year | No.of Shares | % of total Shares of the company | % of Shares Pledged/ encumbered to total shares | No.of Shares | % of total Shares of the company | %of Shares Pledged/ encumbered to total shares | 1 | Mahindra & Mahindra Limited | 5,14,78,324 | 84.01% | – | 5,14,78,324 | 84.01% | – | – | 2 | Mahindra Engineering & Chemical Products Limited | 100 | 0.00% | – | 100 | 0.00% | – | – | 3 | Mahindra Par tners Employee Options Trust | 16,22,047 | 2.65% | – | 16,22,047 | 2.65% | – | – | 4 | Mahindra & Mahindra Limited jointly with Mr. Zhooben Bhiwandiwala * | 1 | – | – | 1 | – | – | – | 5 | Mahindra & Mahindra Limited jointly with Mr. K .Chandrasekar * | 1 | – | – | 1 | – | – | – | 6 | Mahindra & Mahindra Limited jointly with Mr. Parag Shah * | 1 | – | – | 1 | – | – | – | 7 | Mahindra & Mahindra Limited jointly with Mr. Ruzbeh Irani * | 1 | – | – | 1 | – | – | – | 8 | Mahindra & Mahindra Limited jointly with Mr. Narayan Shankar * | 1 | – | – | 1 | – | – | – | 9 | Mahindra & Mahindra Limited jointly with Mr. S. V. Rao * | 1 | – | – | 1 | – | – | – |
* The joint shareholders with Mahindra and Mahindra Limited are employees of Mahindra and Mahindra Limited and their name has been added for complying with the statutory provisions. iii. Change in Promoters’ Shareholding Particulars Promoter– 1 Mahindra & Mahindra Limited | Shareholding at the beginning of the year | Cumulative Shareholding during the year | No.of shares | % of total shares of the company | No.of shares | % of total shares of the company | At the beginning of the year | 5,14,78,324 | 84.01% | 5,14,78,324 | 84.01% | Decrease/Increase | – | – | – | – | At the end of the year | 5,14,78,324 | 84.01% | 5,14,78,324 | 84.01% |
Particulars Promoter– 2 Mahindra Partners Employee OptionTrust | Shareholdingat the beginning of the year | Cumulative Shareholdingduringthe year | No.of shares | %of total shares of the company | No.of shares | %of total shares of the company | At the beginning of the year | 16,22,047 | 2.65% | 16,22,047 | 2.65% | Decrease/Increase | – | – | – | – | At the end of the year | 16,22,047 | 2.65% | 16,22,047 | 2.65% |
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. No. | Top TenShareholders | Shareholdingat the beginning of the year | Shareholdingat the end of the year | No.of shares | %of total shares of the company | No.of shares | %of total shares of the company | 1. | NormandyHoldings Limited | 78,43,227 | 12.80% | 78,43,227 | 12.80% | 2. | Kedaara Capital Alternative Investment Fund - Kedaara Capital AIF 1 | 334,156 | 0.55% | 334,156 | 0.55% |
v.Shareholding of Directors and Key Managerial Personnel: Sr. No. | For Eachof the Directors and KMP | Shareholdingat the beginning of the year | Shareholdingat the end of the year | Nameof the Director/KMP | No.of shares | %of total shares of the company | No.of shares | %of total shares of the company | 1. | – | – | – | – | – | 2. | – | – | – | – | – | 3. | – | – | – | – | – |
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Crores) PARTICULARS | SECURED LOANS EXCLUDING DEPOSITS | UNSECUREDLOANS | DEPOSITS | TOTAL INDEBTEDNESS | Indebtednessat the beginning of the financial year 01.04.2015 | | | | | 1) Principal Amount | – | – | – | – | 2) Interest due but not paid | – | – | – | – | 3) Interest accrued but not due | – | – | – | – | Totalof (1+2+3) | – | – | – | – | Changein Indebtedness during the financial year | – | – | – | – | + Addition | – | – | – | – | – Reduction | – | – | – | – | Net change | – | – | – | – | Indebtednessat the end of the financial year- 31.03.2016 | – | – | – | – | 1) Principal Amount | – | – | – | – | 2) Interest due but not paid | – | – | – | – | 3) Interest accrued but not due | – | – | – | – | Totalof (1+2+3) | – | – | – | – |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: Sr. No | Particularsof Remuneration | Nameof MD/WTD/Manager | Total Amount (Rs.in Lakhs) | | | 1. | Gross Salary | | | | | a) Salary as per provisions contained in Section 17(1) of the Income Tax Act | – | – | – | | b) Value of perquisites u/s. 17(2) Income Tax Act, 1961 | – | – | – | | c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 | – | – | – | 2. | Stock Option | – | – | – | 3. | Sweat Equity | – | – | – | 4. | Commission – As % of Profit – Others, specify | – | – | – | 5. | Others, please specify Provident Fund& other Funds | – | – | – | 6. | Performance Bonus | – | – | – | | Total(A) | – | – | Nil | | Ceiling as per the Act | 5% of the net profits of the Company |
B. Remuneration of other directors: I. Independent Directors:- Particulars of Remuneration | Name of Directors | Total Amount | | | | (Rs. In Lacs) | | | Ajay Mehta | Neelam Deo | | Fee for attending board committee meetings | 1.91 | 0.82 | 2.73* | Commission | 5.75 | 5.75 | 11.50* | Others | – | – | – | Total(1) | 7.66 | 6.57 | 14.23* |
* inclusive of service tax II. Other Non-Executive Directors: Other Non-Executive Directors | | | | | | | Total Amount (Rs. In Lacs) | Fee for attending board committee meetings | – | – | – | – | – | – | – | Commission | – | – | – | – | – | – | – | Others | – | – | – | – | – | – | – | Total(2) | | | | | | | | Total B= (1+2) | | | Ceiling as per the Act | 1% of the Net profits of the Company |
C Remuneration to Key Managerial Personnel Other than MD/Manager/WTD: Sr. No | Particularsof Remuneration | Nameof the KMP | | | Total Amount | | | | | | (Rs. In Lacs) | | | Pirojshaw Sarkari-CEO | NikhilS Nayak-CFO | Vilas Chaubal-CS | | 1 | Gross Salary | – | – | – | – | | a) Salary as per provisions contained in Section 17(1) of the Income Tax Act | 137.27 | 62.07 | – | 199.34 | | b) Value of perquisites u/s 17(2) Income Tax Act, 1961 | 0.4 | – | – | 0.4 | | c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 | – | – | – | – | 2 | Stock Option | – | – | – | – | 3 | Sweat Equity | – | – | – | – | 4 | Commission – As % of Profit – Others, specify | – | – | – | – | 5 | Others | 5.26 | 2.34 | 5 | 12.6 | 6 | Performance Bonus | – | – | – | – | | Total(C) | 142.93 | 64.41 | 5 | 212.34 |
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act): | Type | Section of the CompaniesAct | Brief Description | Detailsof Penalty/Punishment/ Compounding fees imposed | Authority (RD/NCLT/court) | Appealmade, if any (give details) |
A. COMPANY Penalty | – | – | – | – | – | – | Punishment | – | – | – | – | – | – | Compounding | – | – | – | – | – | – |
B. DIRECTORS Penalty | – | – | – | – | – | – | Punishment | – | – | – | – | – | – | Compounding | – | – | – | – | – | – |
C. OTHER OFFICERS IN DEFAULT Penalty | – | – | – | – | – | – | Punishment | – | – | – | – | – | – | Compounding | – | – | – | – | – | – |
ANNEXUREVIITO THE DIRECTORS’ REPORT Disclosure pursuantto Employee Stock Option and Employee Stock Purchase Schemes The Board of Directors, shall, inter alia, disclose in the Directors’ Report for the year, the following details of the Employees Stock Option Scheme: (a) Options granted; 5,45,866 during the current year. (b) Options vested; 3,55,451 Shares (c) Options exercised; Nil shares (d) The total number of shares arising as a result of exercise of option; Nil shares (e) Options lapsed; Nil (f) The exercise price; NA (g) Variation of terms ofoptions; Nil (h) Money realized by exercise of options - Rs. Nil (i) Total number of options in force - 19,22,907 shares (j) Employee wise details of options granted to;(i) Key Managerial Personnel - Nil (ii) any other employee who receives a grant of options in any one year of option amounting to fivepercent ormore of options granted during that year: Gulam Taha Khalid (29,786), Neeraj Balani (58,979), Jayant Chitnis (32,919), Amit Kamat (59,962) (iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil For and on behalf of the Board Parag Shah Zhooben Bhiwandiwala Director Director Mumbai, 29th April, 2016 Description of state of companies affairDIRECTORS’ REPORT Your Directors present their Ninth Report together with the audited financial statements of your Company for the year ended 31st March, 2016. (Rs. in Crores) FINANCIAL HIGHLIGHTSAND STATE OF COMPANY’S AFFAIRS: | | | | For the year ended 31stMarch, 2016 | For the year ended 31st March, 2015 | Operating Income ............................................................................................. | 2,014.92 | 1,916.54 | Other Income ..................................................................................................... | 12.43 | 7.64 | Total Income....................................................................................................... | 2,027.35 | 1,924.18 | Less Expenses: | | | Purchase of Stock in Trade............................................................................... | 20.08 | 34.76 | Change in Inventories of Stock in Trade .......................................................... | (0.13) | (1.25) | Operating, Administrative & Other Expenses ................................................... | 1,799.47 | 1,704.48 | Personnel .......................................................................................................... | 144.43 | 118.17 | Finance Costs .................................................................................................... | 0.01 | 0.02 | Depreciation and Amortization.......................................................................... | 6.62 | 5.90 | Total Expenses................................................................................................... | 1970.48 | 1,862.08 | Profit/(Loss) Before Tax ..................................................................................... | 56.87 | 62.10 | Less: | | | Provision for Taxation | | | – Current Tax .............................................................................................. | 21.45 | 22.37 | – Deferred Tax Income ............................................................................... | (1.89) | (1.36) | Profit/(Loss) After Tax ........................................................................................ | 37.30 | 41.09 | Balance of Profit from earlier years .................................................................. | 105.79 | 64.89 | Transitional depreciation charge on re-computation of depreciation as per | | | Companies Act, 2013. ....................................................................................... | – | (0.19) | Balance Carried Forward .................................................................................. | 143.09 | 105.79 | Amount carried forward to Reserves ................................................................ | – | – | Net-worth............................................................................................................ | 303.75 | 266.45 |
No material changes and commitments have occurred after the closure of the year under review till the date of this report which would affect the financial position of your Company. Details regarding energy conservationCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies Rule 8(3) of The Companies (Accounts)Rules, 2014 are provided in Annexure III and form part of this reportANNEXURE III TO THE DIRECTORS’ REPORT PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2016. A. CONSERVATION OF ENERGY (a) the steps taken or impact on conservation of energy: The operations of your Company are not energy – intensive. However adequate measures have been initiated to reduce energy consumption. (b) the steps taken by the Company for utilizing alternate sources of energy: Not applicable (c) the capital investment on energy conservation equipment’s: Nil Details regarding technology absorptionB. TECHNOLOGY ABSORPTION (a) the efforts made towards technology absorption – Nil (b) the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable (c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not applicable (i) the details of technology imported: (ii) the year of import: Details regarding foreign exchange earnings and outgoC. FOREIGN EXCHANGE EARNINGS AND OUTGO: (in terms of actual inflow and outflow) (Rupees in Lakhs) Total Foreign Exchange earnings and outgo: | For the FinancialYear Ended 31st March, 2016 | For the Financial Year ended 31st March, 2015 | Total Foreign Exchange Earned | 983.78 | 21.00 | Consideration for Share Capital Received | – | 9,591.25 | Total Foreign Exchange Outgo | 26.56 | 81.69 |
Disclosures in director’s responsibility statementDIRECTORS’ RESPONSIBILITYSTATEMENT:Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on representation from the operating management and after due enquiry, confirm that: (a) in the preparation of the annual financial statements for the year ended 31st March, 2016 the applicable accounting standards have been followed; (b) they 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 on 31st March, 2016 and of the profit of the Company for the financial Year ended on that date; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguardingthe assetsof the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; and (e) they have |