To,
The Members
TARA CHAND INFRALOGISTIC SOLUTIONS LIMITED (Formerly Tara Chand Logistic Solutions
Limited)
Your Directors are pleased to present their 11thAnnual Report of the Company on the
business and operations of the Company along with the Audited Financial Statement for the
financial year ended March 31, 2023.
FINANCIAL SUMMARY/ HIGHLIGHTS:
The performance of the Company During the financial year is as under:
[Amount - Rs in Lakhs]
Particulars |
2022-23 |
2021-22 |
Total Income |
14,456.08 |
13,034.71 |
Less: Expenses |
13,285.47 |
13,057.91 |
Profit/(Loss) before tax |
1267.99 |
322.54 |
Tax Expenses |
|
|
Current Tax |
240.68 |
44.40 |
Deferred Tax |
83.82 |
40.82 |
Tax Adjustments Relating to Earlier Years |
7.79 |
- |
Profit (Loss) After Taxation |
935.70 |
237.32 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
During the year under review, Total Revenue from operations including the other income
was Rs.14,456.08/- lacs against Rs.13,034.71/-in the previous year. The Company has earned
a net profit of Rs.935.70/- lacs in the current financial year and a net profit of
Rs.237.32/-lacs in the previous financial year.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to the reserve for the Financial Year
2022-2023.
DIVIDEND:
The Company has not declared any dividend during the FY 2022-23.
SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs.
13,64,49,800/- (Rupees Thirteen Crore Sixty Four Lacs Forty Nine Thousand and Eight
Hundred Only). Out of the total paid-up share capital of the Company, 74.71% is held by
the Promoter & Promoter Group in fully dematerialized form, and the remaining balance
of 25.29 %is held by persons other than Promoter and Promoter Group. All the shares are in
dematerialized form.
During the year under review, the Company has neither issued shares with differential
rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock
options or sweat equity under any scheme.
During the Financial year 2022-23, the company has issued & allotted 21,20,000
(Twenty-One Lakhs Twenty Thousand Only) Fully Convertible Warrants
("Warrants/Convertible Warrants") into Equity Shares on a preferential basis to
Promoter Group and certain identified non-promoter- persons/entities for cash at an issue
price of Rs. 72/- (Rupees Seventy-Two Only) Per Warrant having face value Rs. 10/- (Rupees
Ten Only) and at premium of Rs. 62/- (Rupees Sixty-Two only) Per Warrant aggregate
amounting to Rs. 15,26,40,000/- (Rupees Fifteen Crore Twenty-Six Lakhs Forty Thousand
Only) with a right to the warrant holders to apply for and be allotted 1 (One) Equity
Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company ("Equity
Shares").
Further, post 31st March 2023,the company had also allotted 3,00,000 and 2,00,000
Equity shares of the company on 13th April 2023 and on 22nd June, 2023 respectively,
pursuant to the receipt of the request from the Warrant holder of the company w.r.t
Conversion of their warrant into equivalent no of equity shares.
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the financial year.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
i. Change of Name of the Company from "Tara Chand Logistic Solutions Limited"
to "Tara Chand InfraLogistic Solutions Limited"
Since your Company has been making an average revenue of approximately 55% over the
last few years in the segment of Construction Equipment Rentals & Turnkey Infra
Projects.
Hence considering the growth opportunities and representation of such a segment of the
Company in the market/industry the Company has changed its name from "Tara Chand
Logistic Solutions Limited" to "Tara Chand InfraLogistic Solutions
Limited" by the approval of members in the 10th Annual General meeting held on
29th September, 2022 and has also received Certificate of Incorporation pursuant to a
change of name of Company from the Government of India, Ministry Of Corporate Affairs
Office of The Registrar Of Companies, dated 11thNovember, 2022.
ii. Issue &allotment of 21,20,000 (Twenty-One Lakhs Twenty Thousand Only) Fully
Convertible Warrants ("Warrants/Convertible Warrants") into Equity Shares and
conversion into equity shares:
During the year company issued and allotted Fully Convertible Warrants and also
allotted equity shares pursuant to receipt of the request from the Warrant holder.
The details w.r.t same are available under the Share Capital Tab in the Annual Report.
iii. Migration from the National Stock Exchange ("NSE") SME Board to the
Mainboard of Both NSE as well as BSE:
Your Company is in the process of migration from the National Stock Exchange
("NSE") SME Board to the Mainboard of Both NSE as well as BSE.
On the basis of the shareholders resolution passed by the company in the year 2022 for
the said matter the company had made an application for in-principle approval to the
National Stock Exchange for migration and the company received the approval from National
Stock Exchange on 20th March, 2023 .
Considering the further timeline involved in the completion of further statutory
process of Migration to NSE and BSE the company required certain more time which required
a valid shareholders resolution in place .Considering the last years resolution passed for
this matter which lapsed on 27th March,2023 the company again seeked approval from
shareholders for the said matter for which the company received approval on 30th
April'2023 through the Postal ballot.
Further ,the company has already made the application for in-principle approval to the
Bombay Stock Exchange for migration and is expecting the approval for the same very soon .
The Board of Directors are of the view that Migration to Main Board will take the
Company into a different league altogether with enhanced recognition and increased
participation by retail investors. The benefits of listing on the main board in the form
of increase in liquidity, visibility and larger investor participation will accrue to the
shareholders
Apart from the above-mentioned event, there was no Material Changes and Commitment,
that affected the financial position of the Company taken place during the year and also
as the date of the report.
PUBLIC DEPOSITS:
During the financial year 2022-23, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies
(Acceptance of Deposits) Rules,2014.
Hence, the requirement of furnishing details relating to Deposits covered under Chapter
V of the Act or the details of Deposits that are not in compliance with Chapter V of the
Act is not applicable.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on March 31, 2023, according to the Companies Act, 2013 and rules made there under
the Company doesn't have any Subsidiary Company, Associate Company and Joint Venture
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ('KMP'):
During the year, the following changes have taken place in Directors of the Company:
Mr. Niranjan Kumar retired from the Company with effect from closure of business hours
on 19thAugust, 2022 upon completion of their second term of appointment as an Independent
Director of the company.
Mr. Divakar Hebbar Kapoli was appointed as Additional Independent Director of the
company from 18th August, 2022.Further, he was regularized and appointed as an Independent
Director of the Company for a period of five consecutive years with effect from
18thAugust, 2022 to 17thAugust, 2027, not be liable to retire by rotation vide
shareholders resolution dated 29thSeptember,2022.
Ms. Neelam P. Kasni was appointed as an Independent Director ('Woman Director') of the
Company for the period of three years with effect from 07thOctober, 2022 to 06thOctober,
2025 and shall not be liable to retire by rotation vide shareholder's resolution dated
29thSeptember,2022.
Mr. Suresh Kumar Thapar was appointed as an Independent Director of the Company for the
period of three years with effect from 07thOctober, 2022 to 06thOctober,2025 and shall not
be liable to retire by rotation vide shareholders resolution dated 29th September,2022.
Further,Mr. Ashok Kumar Goel was appointed as an Independent Director of the Company
for the period of three years with effect from 10thMarch 2023 to 09thMarch , 2026 and
shall not be liable to retire by rotation vide shareholders resolution passed in the
Extraordinary General Meeting of the Company held on 4thMarch,2023 .
RETIRE BY ROTATION:
Mr. Ajay Kumar(DIN: 00151477), Non-Executive Director of the Company, is liable to
retire by rotation at the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment. Your directors recommend his re- appointment.
Key Managerial Person ("KMP"):
There had been no change in the KMP of the company during the F.Y. 2022-23.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence
laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received
pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules,2014. They have also furnished the declaration pursuant to relevant
regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force) ('Listing Regulations')The Independent
Directors have individually confirmed that they are not aware of any circumstances or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence. Based on the declarations and confirmations of the Independent
Directors and after undertaking due assessment of the veracity of the same, the Board of
Directors recorded their opinion that all the Independent Directors are independent of the
Management and have fulfilled all the conditions as specified under the governing
provisions of the Companies Act, 2013 and the Listing Regulations.
Further, the Independent Directors have also confirmed that they have complied with the
Company's code of conduct.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN THE FUTURE:
During the financial year, there were no such orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future.
STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all the Independent
Directors of the Company possess the highest standard of integrity, relevant expertise and
experience required to best serve the interest of the Company.
BOARD MEETINGS HELD DURING THE YEAR:
During the year, Six(6) meetings of the Board of Directors were held. The maximum gap
between two Board meetings does not exceed 120 days. The details of the meetings and
attendance of directors are furnished in the Corporate
Governance Report which forms part of this Annual Report attached as 'Annexure A' to
the Board's Report.
COMMITTEES OF THE BOARD:
In accordance with the Companies Act, 2013 and Listing Regulations, the Company has the
following Committees in place:
Audit Committee
Stakeholders Relationship Committee
Nomination and Remuneration Committee and
Corporate Social Responsibility Committee
Details of the said Committees along with their charters, compositions, and meetings
held during the financial year, along with the attendance of Directors are provided in the
"Report on Corporate Governance 'Annexure 'A", as a part of this Annual Report.
Recommendations of all Committees have been accepted and implemented by the Board in the
organization.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of the Companies Act, 2013 read with the rules made there
under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The
said Policy of the Company, inter alia, provides that the Nomination and Remuneration
Committee shall formulate the criteria for appointment of Executive, Non-Executive and
Independent Directors on the Board of Directors of the Company and persons in the Senior
Management of the Company, their remuneration including determination of qualifications,
positive attributes, independence of Directors and other matters as provided under
sub-section (3) of Section 178 of the Companies Act, 2013 (any statutory modification(s)
or re-enactment(s) thereof for the time being in force).The said Policy also includes
criteria for making payments to Non-Executive Directors.
The details of this policy have been placed on the website of the Company at
http://www.tarachandindia.in/policies
EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the
annual performance of the Board, its Committees, Chairperson and Individual Directors
including Independent Directors was evaluated as per the criteria laid down by the
Nomination and Remuneration Committee. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report which forms part of this Annual
Report.
BOARD DIVERSITY:
A diverse Board enables efficient functioning through differences in perspective and
skill and also fosters differentiated thought processes at the back of varied industrial
and management expertise, gender and knowledge. The Board recognizes the importance of a
diverse composition and has adopted a Board Diversity policy that sets out the approach to
diversity.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis Report forms part of the Board's Report and is annexed herewith as 'Annexure B'.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintaining steady standards of corporate governance and
adhering to the corporate governance requirements set out under extant law. The Report on
corporate governance as stipulated under SEBI Listing Regulations read with Schedule V
thereto forms part of this Annual Report as 'Annexure A'.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (3) (c) of the Companies Act, 2013,with respect to Directors
Responsibility Statement, it is hereby confirmed that:
i) In the preparation of the accounts for the financial year ended on 31st March, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures,
ii) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit
and loss of the Company for the year ended on that date;
iii) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The accounts prepared for the financial year ended on 31stMarch, 2023on a 'going
concern' basis.
v) The Directors had laid down adequate financial controls and that the financial
controls were adequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws, all applicable secretarial standards were in place and were
adequate and operating effectively.
AUDIT REPORT AND AUDITORS:
Statutory Auditor:
The Statutory Auditors, M/s. Sangeet Kumar & Associates, Chartered Accountants,
Mumbai (FRN: 011954N) were re- appointed in 10th Annual General Meeting of the Company,
for a term of five consecutive years to hold the office from the conclusion of 10thAnnual
General Meeting till the conclusion of 15thAnnual General Meeting to be held in the
financial year 2027-28
The Auditors have confirmed their eligibility, limits as prescribed in the Companies
Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.
Explanations by the Board on qualification, reservation or adverse mark or disclaimer
made by the Auditors in their report:
There is no qualification or adverse remark or disclaimer made by the statutory auditor
in his report on the financial statement of the Company for the financial year ended on
31st March, 2023.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. AVS & Associates, Practicing Company Secretaries to conduct the
secretarial audit of the Company for the financial year 2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2023 is
annexedherewith as 'Annexure C' forms part of the Board's Report.
Observations |
Board Reply |
Company has maintained its database w.r.t. UPSI Sharing in Excel Format instead of
taking a Structured Digital Database as required under regulation 3(5) of SEBI (PIT),
Regulations, 2015. |
The Company maintained the digital database in password protected excel worksheets for
ensuring the requirements of Regulation 3(6) of SEBI(PIT), 2015. |
|
The company was in the process of implementing the structured digital database during
the period under audit but due to some IT System pre-requisites and technical issues faced
there was delay in the application of the same during the year. |
|
Further, we confirm that the company as on the date, has already implemented and made
effective the structured digital database as per the applicable Regulations. |
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made
thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the
time being in force), the Board of Directors of the Company, on the recommendation of
Audit Committee, at their meeting held on 10thMay,2022 have re-appointed
Ms.Nitika Mahajan, (Membership No.530074, Chartered Accountant as Internal Auditors of
the Company for the Financial Year 2022-2023, to conduct Internal Audit of the Company.
The Internal Auditor appointed, to audit the function and activities of the Company and
to review various operations of the Company, theCompany continued to implement their
suggestions and recommendations to improve the control environment.
Cost Records
The Central Government of India has not specified the, maintenance the of cost records
under sub-section (1) of section 148 of the Act for any of the products of the company.
Accordingly, during the year, maintenance of Cost Records and Cost Audit was not
applicable to the Company.
ANNUAL RETURN:
Pursuant to the provision of section 134(3) (a), of the Companies Act, 2013, the Annual
Return for the financial year ended 31st March, 2023 in form MGT-7inaccordance with the
provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and
Administration) Rules, 2014 is placed on the websiteof the Company on the web link
https://tarachandindia.in/annual-return/.
PARTICULARS OFCONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All Related Party Transactions entered into by your Company during the Financial Year
2022-23 were on arm's length basis and in the ordinary course of business. There were no
material significant Related Party Transactions entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company. Prior approval of the Audit
Committee of the Board of Directors was obtained for all the Related Party Transactions.
Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of such related party transactions are set out in Notes to the Financial
Statements of the Company.
PARTICULARS OFLOANS, GUARANTEESORINVESTMENTS UNDER SECTION 186:
During the financial year 2022-23, there are no such transactions transacted by the
Company and hence particulars of details of loans, guarantee, security or investments
covered under Section186 of the Companies Act, 2013, are not required to be furnished.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the
Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy,
technology absorption and foreign exchange earnings and outgo for the year ended March 31,
2023, are to be given by the Company as a part of the Boards Report. Your Company strives
to achieve the optimum utilization of resources by innovative techniques and processes and
further reducing wastage.
A. CONSERVATION OF ENERGY:
All the manufacturing/servicing/job work facilities continued their efforts to reduce
the specific energy consumption. Specific and total energy consumption is tracked at
individual block level and also at consolidated manufacturing or servicing level. Apart
from regular practices and measures for energy conservation, many new initiatives were
driven across the units. Some of them are mentioned below:
LED Lights in office in place of CFL in offices
Encouraging Go Green Initiatives
Use of Natural Ventilation
Switch off electrical appliances, whenever not required
Efforts have been made by Company to reduce or optimize the energy requirements at all
the plants. Company encourages capital investment in energy saving equipment, plants or
machinery. No significant investments were incurred during the year.
B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:
The Company has an ongoing process of purchasing latest technology equipment's which
are used for logistic and infrastructural development services which minimizes the wastage
of resources thus further leading to increase efficiency in conducting all activities.
The Company being an integrated logistics service provider, there is no expenditure
incurred on research and development during the year under review.
C. FOREIGN EXCHANGE EARNING AND OUTGO:
There was no foreign Exchange earnings and Outgo in the F.Y. 22-23.
RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:
Risk management is integral to your Company's strategy and for the achievement of our
long-term goals. Our success as an organization depends on our ability to identify and
leverage the opportunities while managing the risks.
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed. The Company's internal control systems are commensurate with
the nature of its business and the size and complexity of its operations. Significant
audit observations and follow up actions thereon are reported to the Audit Committee on a
quarterly basis.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has in place Internal Financial Control system commensurate with size,
scale and complexity of its operations to ensure proper recording of financial and
operational information & compliance of various internal controls, statutory
compliances and other regulatory compliances. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
The Company's internal audit department enables the Management to mitigate the risks
and prevent non- compliance with laws that would affect the financial position of the
Company. The scope and authority of the Internal Audit function is well defined and to
maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board as well as directly to the Chairman &
Managing Director. The Internal Audit Department monitors and evaluates the efficacy and
adequacy of the internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
internal audit report from time to time, the management undertakes corrective actions in
the relevant areas and thereby strengthens the controls. Significant audit observations
and recommendations along with corrective actions thereon are presented to the Audit
Committee quarterly
Some of the significant features of internal control system are:
Financial and Commercial functions have been structured to provide adequate
support and control of the business.
Risk Management policy has been adopted by the Company.
The Company has an Internal Audit System conducted by the internal auditor of
the Company on a quarterly basis and issuing the internal audit observations on a
quarterly basis thus minimizing the risk of frauds and errors.
Standard operating procedures and guidelines are reviewed periodically to ensure
adequate control.
Further, the Audit Committee meets on a quarterly basis to review and discuss the
Internal Audit reports and also taken necessary action as and when required.
Further, subject to the matters described by Statutory Auditor in their report on the
financial statements of the Company, the Company has, in all material respects, an
adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not met any limit specified under Section 135(1) during the year
2022-23. Hence, the Company was not required to carry out any CSR Activity. Considering
CSR being applicable in earlier years the Company has in place CSR policy which is
available on the website of the company http://tarachandindia.in/policies/. The Company
has not dissolved its CSR Committee considering future applicability and the Company
acknowledges its Corporate Social Responsibility (CSR) towards society.
ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE- BLOWER POLICY:
The Company has established and adopted Vigil Mechanism/ Whistle Blower Policy for
conducting the affairs in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior. All employees of the Company and
Directors on the Board of the Company are covered under this Mechanism. This Mechanism has
been established for employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Code of Conduct. It also provides for adequate safeguards
against the victimization of employees who avail the Mechanism and allows direct access to
the Chairperson of the Audit Committee in exceptional cases. During the Financial Year
2022-23 , the Company has received no complaint.
The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at
linkwww.tarachandindia. in/policies
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and specified employees in the course of day to day business
operations of the company. The Company believes in "Zero Tolerance" against
bribery, corruption and unethical dealings / behavior in any form and the Board has laid
down certain directives to counter such acts. The Code lays down the standard procedure of
business conduct which is expected to be followed by the Directors and the designated
employees in their business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders. The Code gives
guidance on the expected behavior from an employee in a given situation and the reporting
structure. All the Board Members and the Senior Management personnel have confirmed
compliance with the Code. Pursuant to SEBI (LODR) Regulations, 2015, a confirmation from
the Managing Director regarding compliance with the Code by all the Directors and senior
management of the Company is given as a part of the Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has set up Internal Complaints Committees in line with the requirement 'The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
the Company has a Policy on Prevention of Sexual Harassment at Workplace and has
constituted an Internal Complaints Committee. There was no case reported during the year
under review under the said Policy to Internal Complaints Committee.
PARTICULARS OF REMUNERATION TO EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-D
to this Report.
OTHER GENERAL DISCLOSURES:
SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial
Standards on various aspects of corporate law and practices and the same is approved by
the Government of India under section 118 (10) of the Companies Act, 2013.The Company has
devised a proper system to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor have reported to the
Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the
Companies Act, 2013, any instances of frauds committed against the Company by its officers
or employees, the details of which would need to be mentioned in this Report.
EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL
VOTING RIGHTS:
Your Company has not issued any shares to the employees of the Company under the
Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the
previous financial year.
ACKNOWLEDGMENTS AND APPRECIATION
The Directors take this opportunity to thank the Company's customers, shareholders,
Investors, suppliers, bankers, financial institutions and Central & State Governments
for their consistent support and cooperation extended to the Company. The Directors also
wish to place on record their appreciation towards employees at all levels for their hard
work, dedication and commitment.
|
For and on behalf of Board of Directors |
|
TARA CHAND INFRALOGISTIC SOLUTIONS LIMITED |
|
(Formerly Known As Tara Chand Logistic Solutions Ltd. |
|
SD/- |
|
Vinay Kumar |
|
Chairman & Managing Director |
|
DIN: 00151567 |
Date: 07-09-2023 |
Add: C/O: 342 Industrial Area, Phase I, |
Place: Chandigarh |
Chandigarh - 160002 |
|