To,
The Members of *
M/s SAMP ARK INDIA LOGISTICS LIMITED
New Delhi
The Board of Directors submit their 13th Annual Report on
the business and operations of the company together with the Audited Statement of Accounts
for the financial year ended 31st March, 2025.
1. FINANCIAL RESULTS *
The financial performance of the Company for the year ended 31st
March, 2025 is summarized as under:
| Particulars |
Year Ended on March 31, 2025 |
Year Ended on March 31, 2024 |
| Total Revenue |
2,01,61,78,721 |
1,82,63.31,084' |
| Total Expenditure |
1,90,36,36,183 |
1.74,59.77,655 |
| Profit before exceptional and extraordinary items and tax |
11,25,42,538 |
8,03,53,429 |
| Exceptional items |
_ |
- , |
| Profit before extraordinary items and tax |
1 1,25,42,538 |
8.03,53,429 |
| Extraordinary Items |
1,04.09.817 |
67,88,128 |
| Profit before tax |
12,29,52,355 |
8,71,41.557 |
| Less: Tax Expense |
|
|
| (1) Current tax expense |
3,35,24.941 |
2,48,59,197 |
| (2) Tax Previous Year |
3,83,540 |
11,615 |
| (3) Deferred tax charge / (Credit) |
55,11,376.16 |
(2,87,330,89) |
| Net Profit/(Loss) for the period |
8,35,32,498 |
5,92,71,461 |
| Amount Transfer to General Reserve |
8,35,32,498 |
6,25,58,076 |
2. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the Company during
the year.
3. MANAGEMENT OF THE COMPANY
There is are following changes in the management of the Company during
the Financial Year 2024-
2025-
a) Designation of Mr. Sanjay Kumar Rathi has been changed from Director
to Managing Director w.e.f 17/05/2024.
b) Designation of Mrs. Renu Rathi has been changed from Director to
Executive Director w.e.f. 17/05/2024.
c) Mr. Himanshu Anand has been appointed as a Non- Executive Director
of the Company w.e.f. 17/05/2024.
d) Mr. Sudarshan Jain has been appointed as Chief Financial Officer
(CFO) of the Company w.e.f. 12/12/2024.
e) Ms. Ritika Bachhawat has been appointed as WholV(- time Company
Secretary of the
Company W.e.f. 12/12/2024. .
f) Mr. Sandeep Kumar Sinha has been appointed as an Independent
Director of the Company w.e.f. 16/12/2024.
g) Mr. Praveen Singh has been appointed as an Independent Director of
the Company w.e.f. 16/12/2024.
4. DETAIL OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES
The Company does not have any Subsidiary, Joint Venture or Associate
Company as on 31.03.2025.
5. DEPOSITS
The company has not accepted any deposits in terms of Section 73 of
Companies Act, 2013.
>
6. DETAIL OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL
There arc no such significant & material orders passed by the
regulators/courts/tribunal during the financial year.
7. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
There are adequate systems of internal financial controls in the
Company.
8. WEBLINK OF ANNUAL RETURN
The Annual Return of the Company for the Financial Year 2024-25 will be
available on following URL : https://silpi.rathigroup.info/annual-retum .
9. NUMBER OF MEETINGS OF THE BOARD
During the year 2024-25, the Board of Directors met Twenty-Nine times,
details are as follows:
| Sr. No. |
Date of Board Meeting |
Numbers of Directors entitled to attend
meeting. |
Numbers of Directors, attend meeting. |
| 01. |
02/04/2024 |
2 |
2 |
| 02. |
05/04/2024 |
2 |
2 |
| 03. |
13/04/2024 |
2RathlGroup |
2 |
| 04. |
16/05/2024 |
2 |
2 |
| 05. |
17/05/2024 |
2 |
2 |
| 06. |
20/05/2024 |
3 |
3 |
| 07. |
10/06/2024 |
3 |
3 |
| 08. |
13/06/2024 |
3 |
3 |
| 09. |
15/06/2024 |
3 |
3 |
| 10. |
28/06/2024 |
3 |
3 |
| 11. |
12/07/2024 |
3 |
3 |
| 12. |
17/07/2024 |
3 |
3 |
| 13. |
02/08/2024 |
3 |
3 |
| 14. |
14/08/2024 |
3 |
3 |
| 15. |
28/08/2024 |
3 |
3 |
| 16. |
31/08/2024 |
3 |
3 |
| 17. |
17/09/2024 |
3 |
3 |
| 18. |
19/10/2024 |
3 |
3 |
| 19. |
30/10/2024 |
3 |
3 |
| 20. |
29/11/2024 |
3 |
3 |
| 21. |
30/11/2024 |
3 |
3 |
| 22. |
12/12/2024 |
3 |
3 |
| 23. |
16/12/2024 |
3 |
3 |
| 24. |
17/12/2024 |
5 |
5 |
| 25. |
21/12/2024 |
3 |
3 |
| 26. |
02/01/2025 |
5 |
5 |
| 27. |
24/01/2025 |
5 |
5 |
| 28. |
03/03/2025 |
5 Rathi Group |
5 |
| 29. |
08/03/2025 |
5 |
5 |
Following Extra- ordinary General Meeting of the Members of the Company
were held during the Financial Year 2024-25:
a) Extra- ordinary General Meeting of the Members of the Company was
held on 18/05/2024 to increase the Authorised Share Capital of the Company from Rs.
5,00,00,000 (Five Crore only) divided into 50,00,000 (Fifty Lakh only) shares of Rs. 10
(Ten only) each to 13,00,00,000 (Thirteen Crore only) divided into 1,30,00,000 (One Crore
Thiry Lakh only) shares of Rs. 10 (Ten only) each.
To re-designate Mr. Sanjay Kumar Rathi as the Managing Director of the
Company.
To re-designate Mrs. Renu Rathi as an Executive Director of the
Company.
b) Extra- ordinary General Meeting of the Members of the Company was
held on 10/06/2024 to fill the casual vacancy arising in the office of Statutory"
Auditor of the Company due to resignation of M/s D D Baheti & Co., Chartered
Accountants, and appointment of M/s SPG Associates, Chartered Accountants, as the
Statutory Auditor of the Company for the Financial Year 2023-24.
c) Extra- ordinary General Meeting of the Members of the Company was
held on 18/07/2024 to convert the Private Company into Public Company.
d) Extra- ordinary General Meeting of the Members of the Company was
held on 16/12/2024 to authorise the Board of Directors to borrow money, along with the
money to be borrowed, exceeding Paid-up Share Capital, free reserves and securities
premium upto an aggregate limit of Rs. 100,00,00,000/- (One Hundred Crore only).
To fix remuneration payable to Mrs. Renu Rathi, Executive Director of
the Company, to Rs. 50,000/- (Fifty Thousand only) per month and other ancillary terms.
To increase the overall limit of maximum remuneration payable to all
the Directors of the Company to 2 i% of the net profits of the Company and other ancillary
terms.
To authorise the Board of Directors to give any loan to any person or
body corporate or give any guarantee or provide security in connection with loan taken by
any person or body corporate or acquire or purchase security of or otherwise invest in any
body corporate in excess of sixty percent of aggregate of Paid-up Share Capital, free
reserves and securities premium or hundred percent of free reserves and securities
premium, whichever is more, upto an aggregate limit of Rs. 100,00,00,000/- (One Hundred
Crore only).
To appoint Mr. Praveen Singh and Mr. Sandeep lVumar Sinha as an
Independent Director of the Company. _ eflMPARK iwnifi I nfilSTir.fi! IMITFlA
1 ordinary General Meeting of the Members of the Company was
held on 07/03/2025
to approve an initial public offering of fresh equity shares of the
Company and to authorise the Board of Directors to create, offer, issue and allot upto
33,36,000 (Thirty Three Lakhs irtj Six Thousand) fully paid- up equity shares of face
value of Rs. 10/- Rupees Ten only) each at an issue price of Rs. 105/- (One Hundred Five
only) per equity share and other matters necessary and incidental thereto.
?
10, COMPOSITION OF COMMITTEEiSl of board of directors of the
committee
AUDIT COMMITTEE: As per section 177 of the Companies Act, 2013, The
Board of Directors of every listed company and such other class or classes of companies,
as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall
consist of a minimum of three directors with independent directors forming a majority:
Provided that majority of members of Audit Committee including its Chairperson shall be
persons with ability to read and understand, the financial statement.
Our Audit Committee was constituted pursuant to a resolution of
our-Board Meeting dated January 02, 2025. The Audit Committee comprises of:
| Name of Director |
Status in Committee |
Nature of Directorship ' |
| Sandeep Kumar Sinha |
Chairperson |
Independent Director |
| Praveen Singh |
Member |
Independent Director |
| Sanjay Kumar Rathi |
Member |
Managing Director |
Any member of this Committee ceasing to be a director shall also be
ceased to be a member of this Committee. The Company Secretary of the Company shall act as
the Secretary of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE: As per section 178(1) of the
Companies Act, 2013, The Board of Directors of every listed company and such other class
or classes of companies, as may be prescribed shall constitute the Nomination and
Remuneration Committee consisting of three or more non-executive directors out of which
not less than one-half shall be independent directors: Provided that the chairperson of
the company (whether executive or non-executive) may be appointed as a member of the
Nomination and Remuneration Committee but shall not chair such Committee.
Our Nomination and Remuneration Committee was constituted pursuant to a
resolution of our Board Meeting dated January 02, 2025. The Nomination and Remuneration
Committee comprises of:
| Name of Director |
Status in Committee |
Nature of Directorship |
| Praveen Singh |
Chairperson |
Independent Director |
| Sandeep Kumar Sinha |
Member |
Independent Director |
| Himanshu Anand |
Member \ |
Non-Executive Director |
Any member of this CommittcR^ftfi^ai/p n dircctor
shnll nlso be censcci 10 uc a member of this Committee. The Company Secretary of the
Company shall act ns the Secretary' of the Nomination and Remuneration Committee.
STAKEHOLDER RELATIONSHIP COMMITTEE: As per section 178 (5) of the
Companies Act, 2013, The Board of Directors of a Company which consists of more than one
thousand shareholders, debenture-holders, deposit-holders and any other security holders
at any time during a financial year shall constitute a Stakeholders Relationship Committee
consisting of a chaiqierson who shall be a non-executive director and such other members
as may be decided by the Board
Our Stakeholders' Relationship Committee was constituted pursuant
to a resolution of our Board Meeting dated January' 02, 2025. The Stakeholders'
Relationship Committee comprises of:
| Name of Director |
Status In Committee |
Nature of Directorship |
| Himanshu Anand |
Chairperson |
Non-Exccutivc Director |
| Renu Rathi |
Member |
Executive Director |
| Sandeep Kumar Sinha |
Member |
Independent Director |
Any' member of this Committee ceasing to be a director shall also be
censed to be n member of this Committee. The Company Secretary of the Company shall act as
the Secretary' of the Stakeholders' Relationship Committee
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 (3) of the Companies Act, 2013,
the directors of your company
state, except as stated otherwise, that:-
i. In the preparation of the annual accounts for the financial year
ended 31st March, 2025 the applicable accounting standards had been followed and there
were no material departures,
ii. The Directors had selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year under review.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a going concern
basis.
v. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that system were adequate and operating
effectively.
12. DETAIL OF FRAUD AS PER AUDITORS' REPORT
There is no fraud in the Company during the financial year ended 31st
March, 2025. This is also being supported by the report of the auditors of the Company as
no fraud has been reported in their audit report for the financial year ended Slst^Iarch,
2025.
13' REPORTATION' Ar>VKRS-^-REMAKgi_
DISCLAIMER AND QUALIFICATION ON AUDITORS'
Audltors' lf &ny' on the
Accounts for the period under report have been suitably explained m the notes on Accounts
and did not require any further clarification.
14‘ g^RTIC_ULARS OF LOANS. GUARANTEE OR
INVESTMENTS UNDER SECTION 186
l he Company has not given any loans, or given any guarantee
or provided any securities in ion wit any loan to any other body corporate or person and
the Company has not made any
n es ments uring the financial year in excess of the limits specified
under Section 186 of the Companies Act, 2013.
15‘ ^PARTICULARS OF contract or arrangements with the
related party refferkd
TO IN SECTION 188H1 OF THE COMPANIES ACT. am a-
Related party transactions that were entered into during the financial
year were on arm's length basis and were in ordinary course of business. The same
have been disclosed in the Note No. 52 of the financial statements.
16. STATE OF COMPANY'S AFFAIR
The Company has earned a Profit of Rs. 8,35,32,498/- from its operation
during the year. The Board of the Directors has the view that the Company will keep
earning sufficient amount of profits in the upcoming years.
17. AMOUNT PROPOSED TO BE CARRIED TO RESERVE
Refer note no 4 of the annexed Financial statements for amount proposed
to be carried (i.e. balance in statement of profit and loss account) to its Reserves.
18. DIVIDEND
The Board of Director do not recommend any dividend.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:
There are no material changes and commitments affecting the financial
position of the Company during the financial year.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNING
AND OUTGO:
| Particulars |
Remarks |
| lal Conservation of the energy: |
The management has taken all the necessary steps to conserve
the resources to the extent possible. |
| SteDs taken to impact on conservation |
|
| Stens taken for utilization of alternate sources of energy |
|
| Canital investment on the Conservation Equipments |
|
| (b) Technology absorption |
|
| Efforts made for technology absorption |
For SAMPARK INDIA LOGISTICS LIMITED |
| Benefit derived |
A- |
| Expenditure on Research ^Development, u any > |
|
| Details of technology imported, if aRathi Group |
|
| Year of import |
- |
| Whether imported technology fully absorbed |
|
| Arens where absorption of imported technology has not |
|
| taken plnce, if any |
|
| (c) Foreign Exchange Earning/Outgo: |
|
| Earning |
NIL |
| Outgo |
NIL |
21. RISK MANAGEMENT POLICY
The Company hns laid clown sufficient procedures about risk assessment
and its elimination and/or its minimization.
22. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Corporate Social Responsibility (CSR) apply to
the company.
1 he Annual Report on CSR activities including summary of Impact
Assessment Report is annexed ar1^ marked as Annexure I to this Report.
23. CHANGES IN SHARE CAPITAL. IF ANY
The share capital of the Company has increased from Rs. 3,00,62,500 to
Ks. 9,01,87,500 during the ycai as the Company has created, issued and allotted 60,12,500
fully paid- up equity shares of the Company by way of Bonus Issue.
24. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS
The Company has not issued any equity shares with differential rights
during the year.
25. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued any shares under Employee Stock option
during the year.
26. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any Sweat Equity Shares during the year.
27. RECEIPT OF ANY COMMISSION/REMUNERATION BY MANAGING DIRECTOR/WHOLF,
TIMF.
DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMIINFFATinw ,TS
HOLDING OR SUBSIDIARY
There is no such transaction in the Company during the financial year.
28. STATUTORY AUDITORS
M/s SPG Associates, Chartered Accountant, was appointed as Statutory
Auditor of your Company for the Financial Year 2023-2024 to fill the casual vacancy caused
due to resignation of M/s D D Bahcti & Co. '
I he appointment of M/s SPG Associates, Charted Accountant, as
Statutory Auditor of the Company was duly approved by the members of the Company at the
Annual General Meeting held on 30/09/2024 and the said Statutory Auditors were appointed
for a period of 5 years from the date of such meeting till the date of Annual General
Meeting to beheld in year 2029 at such remuneration
as may be decided between such Statutory Auditor & the Board of
Directors or any Committee thereof.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.
29. COST RECORD
The Company does not maintain cost record as the provisions of Section
148(1) of the Companies Act, 2013 are not applicable to the Company as the Central
Government of India has not specified the maintenance of cost records for any of the
products of the Company.
30. COST AUDITORS
The Cost Audit of the Company has not been conducted for the financial
year 2024-25 as provisions of Section 148 of the Companies Act, 2013, are not applicable
on the Company.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
None of the employees of the Company were in receipt of remuneration in
excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
32. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (Act) and rules made there under, your
Company has adopted a Sexual Harassment Policy for women to ensure healthy working
environment without fear of prejudice, gender bias and sexual harassment.
During the period under review, no complaints were received under the
policy for prohibition, prevention and redressal of sexual harassment of the women at work
place.
33. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the company under the Insolvency and Bankruptcy Code,
2016.
34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
loans taken from banks and financial institution. i .
33. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has Complied with the applicable Secretarial Standards (as
amended from time to time) on meetings of the Board of Directors issued by The Institute
of Company Secretaries of India and approved by Central Government under section 118(M))
of the Companies Act,-2013. ,
34. STATEMENT ON DECLARATION FROM HUHHfltHBfiffT DIRECTORS:
During the Financial Year 2024-25, the Company appointed Independent
Directors as required under Section 149 of the Companies Act, 2013. All the Independent
Directors of the Company have given a declaration of independence as required under
Section 149(6) of the Companies Act, 2013 read along with Rule 5 of Companies (Appointment
and Qualification of Directors) Rules, 2014.
35. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCYl OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:
The Board of Directors are of the opinion that the Independent
Directors appointed during the Financial Year are person(s) of integrity and have relevant
expertise and experience (including the proficiency) in line with the business and
objectives of the Company.
36. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The provisions of section 177(9), related to vigil mechanism/ whistle
blower policy are applicable on the Company. Accordingly, the Company has established a
Vigil Mechanism and formulated a Whistle Blower Policy for Directors and employees to
report genuine concerns.
The Vigil Mechanism of the Company is overseen by the Audit Committee
of the Board.
The Vigil Mechanism of the Company provides adequate safeguard against
victimisation of Directors and employees who avail vigil mechanism and also provides for
direct access to Chairperson of Audit Committee.
The Whistle Blower Policy has been suitably disclosed on the website of
the Company, at: https://silDl.rathigroun.info/policies .
37.COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES. INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION 178(31 OF THE COMPANIES ACT, 2D13:
Company's Policy on Director's Appointment and Remuneration
including Criteria for Determining Qualifications, Positive Attributes, Independence of a
Director has been suitably disclosed at the Company's website at: https://silpl.rathigroup.info/policies .
38. CORPORATE GOVERNANCE:
The Company has adopted best corporate practices and is committed to
conducting its business in accordance with the applicable laws, rules and regulations. The
Company's Corporate Governance practices are driven by effective and strong Board
oversight, timely disclosures, transparent accounting policies and high level of Integrity
in decision making.
39. ACKNOWLEDGMENT
Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from customers, employees, vendors, as well as
regulatory and government authorities.
Your Directors propose to drive the business endeavours with greater
optimism and confidence.
|