Your directors present their Fifth Report together with the audited financial statements of your Company for the year ended 31 st March, 2016.

Transcription

1 DIRECTORS REPORT Your directors present their Fifth Report together with the audited financial statements of your Company for the year ended 31 st March, FINANCIAL HIGHLIGHTS AND STATE OF COMPANY S AFFAIRS For the year ended 31 st March, 2016 (Rs in cr) For the year ended 31 st March, 2015 Income... Revenue from Operations Other Income Total Income Less Expenses : Cost of Raw Material and Components Consumed... (Increase)/decrease in inventories... Personnel Operating, Administrative & Other Expenses Depreciation and Amortization Finance Costs Total Expenses Profit/(Loss) Before Tax... (1.45) (2.53) Less: Provision for Taxation... Current Tax Deferred Tax... (0.08) 0.18 Profit/(Loss)After Tax for the year... (1.37) (2.71) Balance of Profit from earlier years... (4.43) (1.72) Balance Carried Forward... (5.80) (4.43) Amount carried forward to Reserves... Networth 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 the Company. OPERATIONS Your Company recorded gross income of Rs crores for the year under review as against gross income of Rs crores in the previous year registering a growth of 8.00 %. The net loss after tax (after accounting of deferred tax income of Rs cr) is Rs crores as compared to Rs crores (after accounting of deferred tax expense of Rs cr) registering a decrease in loss by 49.45% over previous year. The gross margin in Air Export business increased significantly by 22% over the last year, in spite of reduction in revenue by 6.40% due to focus on working with profitable assignments. The Air Import business was another contributor to growth increasing 76% over the previous year. With the focus on working with profitable assignments, the company hopes to improve its performance significantly in the coming years. DIVIDEND Your Directors do not recommend any dividend for the year under review. SHARE CAPITAL The authorized share capital of your Company is Rupees Two Crore Fifty Lakhs, divided into Twenty Five Lakhs equity shares of face value of Rs. 10/- each. The paid-up share capital of your Company as on 31 st March 2016 stood at Rs. 2,36,25,090 divided into 23,62,509 equity shares of face value of Rs. 10/- each. BOARD OF DIRECTORS AND KMP Mr. V Krishnan (DIN ) has been appointed as the Additional Director of the Company with effect from 26 th April, Mr. V Krishnan to be appointed as the Whole Time Director of the Company at the ensuring Annual General Meeting of the Company for a period of three (3) years. 1

2 *Mr. Sumit Varma (DIN ) Whole Time Director resigned from directorship of the Company with effect from 26 th April, Mr. Anant Gupta (DIN ) retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for re-appointment. Composition of Board Name DIN Executive/ Non Executive Independent/ No. of Board Non Independent meetings attended Mr. Parag Shah Non Executive Non Independent 6 Mr. Pirojshaw Non Executive Non Independent 6 Sarkari Mr. Shamsudheen Non Executive Non Independent 5 Ahmed Mr. Sushil Rathi Non Executive Non Independent 4 Mr. Anant Gupta Non Executive Non Independent 6 Mr. Sumit Varma* Executive Non Independent 6 Mr. V Krishnan Executive Non Independent NA NUMBER OF BOARD MEETINGS The Board met Six times during the year under review, i.e. on 28 th April, 2015, 28 th July, 2015, 21 st October, 2015, 5 th November, 2015, 16 th December, 2015 and 1 st February, 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 31 st 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 31 st March, 2016 and of the profit/loss 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 has not reported any instances of frauds committed in the Company by its officers or employees to the Board under section 143(12) of the Companies Act 2013, details of which needs to be mentioned in 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 managing the risks associated with the business of the Company. STATUTORY AUDITORS At the Fourth Annual General Meeting, held on 28 th July, 2015, M/s. B. K. Khare & Co., Chartered Accountants, (ICAI registration number W) were appointed as the statutory auditors of your Company to hold office from the conclusion of the Fourth Annual General Meeting till the conclusion of Ninth Annual General Meeting. M/s. B. K. Khare & Co., Chartered Accountants, (ICAI registration number W) have given a written consent to act as Auditors of your Company, if appointment is ratified, and have also confirmed that the said ratification of 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, The members are requested to ratify the appointment of 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. CONSERVATION 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 I and forms 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 (CSR) INITIATIVES The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 are not applicable to your Company. 2

3 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, 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 annexed to Balance Sheet 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 II 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 III and forms part of this report. 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. 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. For and on behalf of the Board Parag Shah Pirojshaw Sarkari V Krishnan Place: Mumbai Chairman Director Whole Time Date: 26 th April, 2016 Director

4 ANNEXURE I TO THE DIRECTORS REPORT PARTICULARS AS PER THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31 ST MARCH, A. CONSERVATION OF ENERGY: (i) 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. (ii) the steps taken by the company for utilizing alternate sources of energy: Nil (iii) the capital investment on energy conservation equipment s: Nil B. TECHNOLOGY ABSORPTION: i) the efforts made towards technology absorption : Nil ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) None iv) (a) the details of technology imported: (b) the year of import (c) whether the technology been fully absorbed: (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: the expenditure incurred on Research and Development : Nil C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (in terms of actual inflow and outflow) (Rs. in Lakhs) For the Financial Year For the Financial Year ended 31 st March 2016 ended 31 st March 2015 Total Foreign Exchange Earned Total Foreign Exchange Used 3, , For and on behalf of the Board Parag Shah Pirojshaw Sarkari V Krishnan Place: Mumbai Chairman Director Whole Time Date: 26 th April, 2016 Director

5 ANNEXURE II 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. Sr. No. Particulars Details a) Name (s) of the related party & nature of relationship Mahindra Logistics Ltd- Holding Company b) Nature of Contracts/arrangements/transaction Freight Forwarding and transportation c) Duration of the contracts/arrangements/transaction Ongoing contract d) Salient terms of the contracts or arrangements or transaction including the value, if any Income from freight forwarding - Rs lacs e) Date of approval by the Board 26/04/2016 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 Rs. fifty crore, whichever is lower is considered as material for the purpose of this disclosure. For and on behalf of the Board Parag Shah Pirojshaw Sarkari V Krishnan Place: Mumbai Chairman Director Whole Time Date: 26 th April, 2016 Director

6 ANNEXURE III TO THE DIRECTORS REPORT Form No. MGT-9 Extract of Annual Return as on the financial year ended on 31 st 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: II. 1. CIN U63030MH2011PTC Registration Date 25 th APRIL, Name of the Company Lords Freight (India) Private Limited 4. Category/Sub-Category of the Company Limited by shares/indian Non Government Company 5. Address of Registered office and contact details Unit No. 511, 5 th Floor, Crescent Business Park, Sumitha Complex, Safedpul, Sakinaka, Andheri (E), Mumbai Tel: address: jain.rupal@mahindra.com 6. Whether listed Company (Yes/No) No 7. Name, address and contact details of Registrar and Transfer Agent, if any PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Bigshare Services Pvt Ltd, E-2/3, Anissa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai Tel: All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Sr. No. Name and Description of main Product/Services NIC Code of the Product % to total turnover of the Company 1 Freight Forwarding Business via Sea % 2 Freight Forwarding Business via Air % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES IV. Sr. Name and Address of the Holding/ Subsidiary/ % of Applicable No. Company CIN Associate shares held Section 1. Mahindra Logistics Limited U63000MH2007PLC Holding 60% 2(46) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year A. Promoters 1. Indian a. Individuals/HUF % % b. Central Govt. c. State Govt. 6

7 Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change during the year d. Bodies Corp % % e. Bank/FI f. Any Other Sub-Total- A-(1) % % 2. Foreign a. NRI-Individuals b. Other Individuals c. Body Corporate d. Bank/ FI e. Any Others Sub Total- A (2) Total shareholding of Promoters (1+2) B. Public Shareholding % % 1. Institutions 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. b. Individual % % i) Individual shareholders holding nominal share capital upto ` 1 lakh ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh c. Others (i) NRI (Rep) (ii) NRI (Non-Rep) (iii) Foreign National (iv) OCB (v) Trust (vi) In Transit Sub-Total-B (2) % % Net Total (1+2) % % 7

8 Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change during the year C. Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group Public Grand Total (A+B+C) % % (ii) Shareholding of Promoters: Shareholding at the beginning of the year Shareholding at the end of the year % of Shares Pledged/ % of Shares % change in Sr. No. of Shares % of total Shares encumbered to No. of Shares % of total Shares Pledged/encumbered shareholding No. Shareholder s Name of the company total shares of the company to total shares during the year 1 Mr. Shamsudeen Ahmed % Nil % Nil 2 Mr. Sumit S. Varma % Nil % Nil 3 Mr. S. Rajagopalan % Nil % Nil 4 Mr. V. Krishnan % Nil % Nil 5 Mr. Santhosh Kannambra % Nil % Nil 6 Mahindra Logistics Limited % Nil % Nil iii. Change in Promoters Shareholding (please specify, if there is no change):- Shareholding at the beginning of the year No of shares % of total shares of the Company Cumulative Shareholding during the year No of shares % of total shares of the Company At the beginning of the year Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity /etc.) At the end of the year iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Shareholding at the beginning of the year Shareholding at the end of the year Sr. No. Top Ten Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company 1. Mr. Noushad Parakott % % 2. Mr. A. Mohan % % 3. Mr. Rajan A % % 4. Mr. Vinod Kumar % % 5. Mr. P. G. Jayankumar % % 6. Mr. S. Murali % % 7. Mr. Jaswant Karasi % % 8. Mr. Gijo Mathew % % 9. Mr. John Soloman % % 10. Mr. Chintamani Dhuri % % 11. Mr. Vinaya Kumar % % 8

9 v. Shareholding of Directors and Key Managerial Personnel: For Each of the Directors and KMP Shareholding at the beginning of the year Shareholding at the end of the year Sr. No. Name of the Director/KMP No. of shares % of total shares of the company No. of shares % of total shares of the company 1. Mr. Shamsudeen Ahmed % % 2. Mr. Sumit S. Varma* % % Mr. V Krishnan** * Mr. Sumit S. Varma, Whole Time Director resigned from the directorship of the Company from 26 th April, ** Mr. V Krishnan, is appointed as the Whole Time Director of the Company with effect from 26 th April, 2016 subject to shareholders approval at the ensuing Annual General Meeting of the Company. V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment: (` in Crores) Particulars Secured Loans Excluding Deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total of (1+2+3) Change in Indebtedness during the financial year + Addition - Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total of (1+2+3) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: Sr. No. Particulars of Remuneration Name of the KMP Mr. Sumit. S. Varma (WTD) Total Amount (` In Lacs) 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, Stock Option 3. Sweat Equity 4. Commission - As % of Profit - Others, specify 5. Others, please specify Contribution to Provident Fund Performance Bonus Total (A)

10 B. Remuneration of other directors: I. Independent Directors:- Not applicable Particulars of Remuneration Name of Directors Total Amount (` In Lacs) Fee for attending board committee meetings Commission Others Total (1) II. Other Non-Executive Directors:- Nil Other Non-Executive Directors Name of Directors Total Amount (` In Lacs) Fee for attending board committee meetings Commission Others Total (2) Total B = (1+2) C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD Nil Sr. No. Particulars of Remuneration Name of the KMP Total Amount (` In Lacs) 1. Gross Salary a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 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, Stock Option 3. Sweat Equity 4. Commission - As % of Profit - Others, specify 5. Others, please specify Contribution to Provident Fund Performance Bonus Total (C) VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act): Nil Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/ NCLT/ COURT] Appeal made, if any (give Details) Penalty Punishment Compounding OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding For and on behalf of the Board Parag Shah Pirojshaw Sarkari V Krishnan Mumbai, 26 th April, 2016 Chairman Director Whole Time Director

11 INDEPENDENT AUDITOR S REPORT To the Members of LORDS FREIGHT (INDIA) PRIVATE LIMITED Report on the Financial Statements 1. We have audited the accompanying financial statements of LORDS FREIGHT (INDIA) PRIVATE LIMITED ( the Company ), which comprise the balance sheet as at March 31, 2016, and the statements of profit and loss and cash flow for the period from April 1, 2015 to March 31, 2016, and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements 2. The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. 4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. 7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion 8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for the period from April 1, 2015 to March 31, Report on Other Legal and Regulatory Requirements 9. As required by the Companies (Auditor s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the Order ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order. 10. As required by Section 143(3) of the Act, we report that: a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. the Balance Sheet, the Statement of Profit and Loss and Cash Flow dealt with by this Report are in agreement with the books of account; d. in our opinion, the aforesaid financial statements comply with the Accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended); e. on the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act. f. with respect to the adequacy of internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure II. g. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014(as amended), in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position. ii. The Company did not have any long-term contracts including derivate contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. For B. K. Khare & Co. Chartered Accountants Firm s Registration No.: W H. P. Mahajani Partner Membership No.: Mumbai, 26 th April,

12 ANNEXURE I TO THE AUDITOR S REPORT Referred to in paragraph 9 of our report of even date on the financial statements of LORDS FREIGHT (INDIA) PRIVATE LIMITED for the year ended March 31, Annexure to the Auditor s Report referred to in our report of even date: I. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. (b) These fixed assets were physically verified by the Management during the year at reasonable intervals and discrepancies noticed during the verification were not material and have been properly dealt with in the books of accounts. (c) The Company does not own any immovable properties. Therefore, the provisions of Clause 3(i)(c) of the said Order are not applicable to the Company. II. The Company is in the business of freight forwarding & transportation services and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said order are not applicable to the Company. III. The Company has not granted any loans to parties covered in the register maintained under section 189 of Companies Act, Therefore, clause 3(iii) (a), (b) & (c) of the Companies (Auditor s Report) Order, 2016 is not applicable to the company. IV. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company. V. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public. Consequently, no order has been passed by the Company Law Board or National Company Law Commission or Reserve Bank of India or any court or any other tribunal on the Company. The clause 3(v), therefore is not applicable to the company. VI. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company. VII. (a) According to the records of the Company and information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. (b) According to the information and explanations given to us and records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax, duty of excise, duty of customs, value added tax, and cess which have not been deposited on account of any dispute. VIII. On the basis of examination of relevant records and according to the information and explanations given to us, the Company has not borrowed any money from financial institution or bank or debenture holders as at the Balance Sheet date. IX. On the basis of examination of relevant records and according to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year, and accordingly, Para 3(ix) of the Order is not applicable to the Company. X. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any1 instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management. XI. On the basis of examination of relevant records and according to the information and explanations given to us, the Company has paid or provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, XII. The Company is not a Nidhi Company. Therefore, clause 3(xii) of the Companies (Auditor s Report) Order, 2016 is not applicable to the Company. XIII. On the basis of examination of relevant records and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable. The Company has disclosed the details of transactions with related parties in the Financial Statements as required by the applicable accounting standards. XIV. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit; therefore, clause 3(xiv) of the Companies (Auditor s Report) Order, 2016 is not applicable to the company. XV. On the basis of examination of relevant records and according to the information and explanations given to us, in our opinion, the Company has not entered into any non-cash transactions with directors or persons connected with them. XVI. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company. For B. K. Khare & Co. Chartered Accountants Firm s Registration No.: W H. P. Mahajani Partner Membership No.: Mumbai, 26 th April,

13 ANNEXURE II TO THE INDEPENDENT AUDITOR S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF LORDS FREIGHT (INDIA) PRIVATE LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) We have audited the internal financial controls over financial reporting of LORDS FREIGHT (INDIA) PRIVATE LIMITED ( the Company ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the period from April 1, 2015 to March 31, Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that operate effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditor s Responsibility Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing, issued by the Institute of Chartered Accountants of India ( ICAI ) and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, 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 as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI. For B. K. Khare & Co. Chartered Accountants Firm s Registration No.: W H. P. Mahajani Partner Membership No.: Mumbai 26 th April,

14 Balance Sheet as at 31 st March, 2016 I EQUITY AND LIABILITIES: Note No. As at 31 st March, 2016 As at 31 st March, 2015 (1) Shareholder s Fund (a) Share Capital... I (b) Reserves and Surplus... II (2) Non-Current Liabilities (a) Long Term Provisions... III (3) Current Liabilities (a) Short-Term Borrowings... IV (b) Trade Payables... V (c) Other Current Liabilities... VI (d) Short-Term Provisions... VII Total... 1, , II ASSETS: (1) Non-Current Assets (a) Fixed Assets VIII (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-In Progress... (b) Non-Current Investment... IX (c) Deferred Tax Assets (Net) (d) Long Term Loans and Advances... X (2) Current Assets (a) Trade Receivables... XI 1, , (b) Cash and Cash Equivalents... XII (c) Short-Term Loans and Advances... XIII Total... 1, , Summary of Significant Accounting Policy & Notes to Financial Statements... A & B As per our Report of Even Date For B.K. Khare & Co. Chartered Accountants FRN: W H. P. Mahajani Partner M.No Place : Mumbai Date : 26 th April 2016 For and on behalf of Board of Directors LORDS Freight (India) Private Limited Parag Shah Chairman Shamsudheen Ahmed Director Place : Mumbai Date : 26 th April 2016 Pirojshaw Sarkari Director 14

15 Statement of Profit and LOSS for the Year ended 31 st March, 2016 Note No (Rs. in Lakhs) 2015 (Rs. in Lakhs) I Revenue from Operation... XIV 7, , II Other Income... XV III Total Revenue (I+II)... 7, , IV Expenses: Operating, Administrative & Other Expenses... XVI 7, , Employee Benefits expense... XVII Finance Cost... XVIII Depreciation and Amortization... XIX Total Expenses... 7, , V Profit Before Tax (III-IV)... (144.94) (253.05) VI Tax Expenses (i) Current Tax (Including earlier year s provision of Rs lacs) (ii) Deferred Tax... (8.29) VII Profit/(Loss) After Tax (V-VI)... (136.65) (270.92) VIII Earning Per Equity Share: (i) Basic (Rs.)... (5.78) (13.71) (ii) Diluted (Rs.)... (5.78) (13.71) Summary of Significant Accounting Policy & Notes to Financial Statements... A & B As per our Report of Even Date For B.K. Khare & Co. Chartered Accountants FRN: W H. P. Mahajani Partner M.No Place : Mumbai Date : 26 th April 2016 For and on behalf of Board of Directors LORDS Freight (India) Private Limited Parag Shah Chairman Shamsudheen Ahmed Director Place : Mumbai Date : 26 th April 2016 Pirojshaw Sarkari Director 15

16 Cash flow Statement for the year ended 31 st March, st March, st March, 2015 Rs. Rs. Rs. Rs. A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit/(Loss) before tax... (144.94) (253.05) ADJUSTMENTS FOR: Depreciation Amortisation Provision for Doubtful Debts/Advances Loss on sale of Fixed Assets/disposal (Net) Finance Charges Operating Profit/(Loss) before working capital changes (55.48) (202.43) ADJUSTMENTS FOR WORKING CAPITAL CHANGES: (Increase)/Decrease in Trade and Other Receivables Increase/(Decrease) in Trade Payables and Other Liabilities... (136.48) (376.59) (375.40) Cash flow used in operations (577.83) Less: Taxes paid and refund (Income Tax, Fringe Benefit Tax and Wealth Tax)... (33.42) (93.06) Net cash flow from/(used in) operating activities (670.89) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (including Capital WIP and Capital Advances)... (2.73) (42.77) Sale of Fixed Assets Investment in Equity/Government Securities... (0.63) Dividend Income... Interest Income... Net cash used in investing activities (2.06) (43.40) C. CASH FLOW FROM FINANCING ACTIVITIES Issue of Share Capital Share Premium Proceeds from Borrowings... (40.76) Repayment of Borrowings... (15.00) Interest Paid... (46.12) (21.71) Net cash from financing activities... (86.88) Net increase/(decrease) in cash and cash equivalents (A+B+C)... (60.41) Cash and cash equivalents Opening balance Cash and cash equivalents Closing balance Net increase/(decrease) as disclosed above... (60.41) Components of cash and cash equivalents Cash/Cheques on hand With Banks on Current account/fixed Deposit/Balance in Cash Credit Accounts Notes : 1 The above Cash Flow Statement has been prepared under the Indirect Method setout in Accounting Standard 3. 2 Figures in bracket indicates cash outgo. Accounting Policies and notes forming part of the accounts are given in Notes As per our Report of Even Date For B.K. Khare & Co. Chartered Accountants FRN: W H. P. Mahajani Partner M.No Place : Mumbai Date : 26 th April 2016 For and on behalf of Board of Directors LORDS Freight (India) Private Limited Parag Shah Chairman Shamsudheen Ahmed Director Place : Mumbai Date : 26 th April 2016 Pirojshaw Sarkari Director 16

17 NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 st MARCH, 2016 Note: I Share Capital: (A) Details of Authorised, Issued, Subscribed and Paid up Shares Particulars As on March, 2016 As on March, 2015 Nos. Rs. in Lakhs Nos. Rs. in Lakhs Authorised: Equity share of Rs. 10 each... 25,00, ,00, (B) (C) Total Issued: Equity Share of Rs. 10 each fully paid... 23,62, ,62, Subscribed and Fully Paid up: Equity Share of Rs. 10 each fully paid... 23,62, ,62, Total... 23,62, ,62, Reconciliation of number of Ordinary (Equity) Shares and amount outstanding As on March, 2016 As on March, 2015 Nos. Rs. in Nos. Rs. in Particulars Lakhs Lakhs Issued, Subscribed and Paid up: Balance as at the beginning of the year... 23,62, ,60, Add: Issued during the year... 11,02, Balance as at the end of the year... 23,62, ,62, Particulars Shares held by Holding Company/Fellow Subsidiaries Mahindra Logistics Limited Numbers as at Numbers as at Shares March, March, held by Holding Company 14,17,509 14,17,509 (E) Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the board of directors and approved by the shareholders in the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Note: II Reserves and Surplus: (a) Share Premium Opening Balance Add: Additions during the year Total (b) Surplus in Profit & Loss Statement Opening Balance... (443.27) (172.35) Add: Profit for the Current Year... (136.66) (270.92) Total... (579.93) (443.27) Grand Total (a+b) Note: III Long Term Provisions: Provision for Employee Benefits Total Note: IV Short Term Borrowings: Secured Cash Credit from Bank Unsecured Loan from others Total Note: V Trade payables: (a) Total outstanding dues of Micro and Small Enterprises (Refer Note No. B (2)) (b) Total outstanding dues of creditors other than Micro and Small Enterprises Total (D) Shareholders holding more than 5% of Share Capital As on March, 2016 As on March, 2015 No of No of Particulars Shares Held % of Holding Shares Held % of Holding Mahindra Logistics Limited 14,17, % 14,17, % Mr. Shamsudeen Ahmed 2,61, % 2,61, % Mr. Sumit S. Varma 1,19, % 1,19, % Mr. S. Rajagopalan 1,19, % 1,19, % Mr. V. Krishnan 1,19, % 1,19, % Mr. Santhosh Kannambra 1,19, % 1,19, % Mr. Noushad Parokkot 63, % 63, % Mr. Mohan. A 63, % 63, % Note: VI Other Current Liabilities: (a) Deposit Received from Vendors/ Customers (b) Employee Liabilities (c) Statutory Liabilities (d) Advances received from Customer (e) Others Total Note: VII Short Term Provisions: Provision for Employee Benefits Total

18 Note: VIII Fixed Assets: (Rs. in Lakhs) GROSS BLOCK DEPRECIATION NET BLOCK Description of Assets As at 31 st March, 2015 Additions during the year Deductions and adjustments during the year As at 31 st March, 2016 As at 31 st March, 2015 For the Year Adjustments/ Deductions As at 31 st March, 2016 Net Balance as at 31 st March, 2016 Net Balance as at 31 st March, 2015 (A) Tangible Assets Land Buildings Office Equipment Furniture and Fittings Computer TOTAL (A) Previous Year (B) Intangible Assets Computer Software TOTAL (B) Previous Year TOTAL (A+B) Previous Year (C) Capital Work in Progress Previous Year TOTAL (A+B+C) Previous Year Note: IX Non-Current Investment: Investment in Equity Shares (i) Non Trade Investment The Zoroastrian Co-Operative Bank Limited (2,520 Equity Rs. 25 each) Total Note: X Long Term Loans and Advances: Unsecured, Considered Good Security Deposit Total Note: XI Trade Receivables: Outstanding for more than six months from the date they are due for payment Unsecured, Considered Good Considered Doubtful Less: Provision for Doubtful Debts Outstanding for less than six months from the date they are due for payment Unsecured, Considered Good 1, , Total... 1, ,