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Chartered Logistics Ltd.

Company Information
BOARD OF DIRECTORS
Mr. Lalit Kumar Gandhi (Managing Director) FORWARD LOOKING STATEMENTS
Mr. Sandeep Shah (Independent Director) This annual report contains forward looking
Ms. Nirzari Shah (Independent Director) Information so that investors are able to
Mr. Harsh Gandhi (Executive Director) comprehend companys prospects and take
Mr. Ashok Kavdia (Additional Independent Director) informed investment decisions. It basically
addresses expectations or projections about
CHIEF FINANCIAL OFFICER the future identified by words like plans,
Ms. Nisha Makwana expects wills, anticipation, believe, intends
(Resigned w.e.f. 06.08.2016) seen to be/projects, estimates and so on. The
Mrs. Mamta S Patel achievement of results is subject to risks
(Appointed w.e.f. 06.08.2016) uncertainties and even less than accurate
assumptions. All statements are forward
STATUTORY AUDITORS looking statements. Since these are based on
M/s. Vidya & Co certain assumptions and expectations of future
Chartered Accountants event the company cant guarantee that this
are accurate or will be realized. The companys
INTERNAL AUDITOR actual result, performance or achievements
M/s. Gandhi & Gandhi Co. could thus differ from those achievements could
Chartered Accountants thus differ from those projected in any forward
looking statements. The company undertakes
SHARE TRANSFER AGENT
no obligation to publicly update any forward
Skyline Financial Services Pvt. Ltd.
looking statements, whether as a result of new
D-153-A, 1st Floor, Okhla Industrial Area, Phase - I,
information future events or otherwise.
New Delhi-110020
SECRETARIAL AUDITOR
Ms. Anamika Jajoo
CONTENTS PAGE NO.
Practising Company Secretary
Company Information 1
LISTED IN STOCK EXCHANGE Notice 2
Bombay Stock Exchange Directors Report 13
BANKERS Report on Corporate Governance 23
HDFC Bank Limited Management Discussion & Analysis 40
Kotak Mahindra Bank Limited CEO/CFO Certification 46
ISIN NO- INE558F01026
MGT-9 (Extract of Annual Return) 47
CIN L74140GJ1995PLC026351 Auditors Report 62
WEBSITE : www.chartered.co.in Balance Sheet 68
Profit & Loss Account 69
REGISTERED OFFICE
C-1, Jay Tower, Ankur Commercial Center, Cash Flow Statement 70
Naranpura, Ahmedabad-380013 Notes to Accounts 71
Significant Accounting Policies 79
CORPORATE OFFICE
6, Chartered House, Sanand Road, E-Proxy 85
Sarkhej, Ahmedabad- 382210

Annual Report- 2015-2016 1


Chartered Logistics Ltd.

NOTICE
NOTICE is hereby given that the 21st Annual General Meeting of the Members of Chartered Logistics Ltd. will
be held on Wednesday, September 28, 2016 at 11.00 A.M. at the registered office to transact the following
businesses:
ORDINARY BUSINESS
1. Adoption of Financial Statements
To receive, consider and adopt the Audited Balance Sheet as at 31st March 2016, the Profit and Loss
Account for the year ended on that date and the Reports of the Directors and Auditors thereon.
2. Re-appointment of director(s) retiring by rotation
To appoint a Director in place of Mr. Lalit Kumar Gandhi (DIN: 00618427) who retires by rotation,
and being eligible offers himself for reappointment.
3. Ratification of appointment of Statutory Auditors
To re-appoint Auditors of the company to hold office from conclusion of this Annual General
Meeting to the conclusion of next annual General Meeting and to fix their remuneration and in this
regard to consider and if thought pass, with or without modification(s), the following resolution
thereof:
RESOLVED THAT pursuant to the provisions of Section 139(1), 142 and all other applicable provi-
sions of the Companies Act, 2013 (the Act) with Rules of the Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in
force), the Company hereby ratifies the appointment of M/s Vidya & Co. Chartered Accountants
(Firm Registration No. 308022E), Ahmedabad be and is hereby re-appointed as the Statutory Audi-
tors of the Company to hold office from the conclusion of this meeting until the conclusion of the
next Annual General Meeting and the Board of Directors be and are hereby authorised to fix such
remuneration as may be determined by the audit committee in consultation with auditors, and
such remuneration may be paid as agreed upon between auditors and Board of Directors.
SPECIAL BUSINESS
4. Appointment of Ms. Nirzari Shah (DIN: 01946102) as Woman Director w.e.f. 6th August, 2016
To consider and, if thought fit, to pass, with or without modifications, the following resolution as
an Ordinary Resolution:
RESOLVED THAT, Pursuant to the provisions of Section 149 of the companies act, 2013, and
Regulation 17 of the SEBI (Listing obligations and disclosure requirements), 2015, Ms. Nirzari Shah
DIN: 01946102 who was appointed as a non executive independent Director of the Company with
effect from 16thJuly 2015 on the Board of the Company for a consecutive term of 5 years till 25th
Annual general meeting of the Company be and is hereby designated as the women director of the
company w.e.f. 6th August, 2016 , not liable to retire by rotation.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take steps as
may be necessary, proper or expedient to give effect to above resolution.

Annual Report- 2015-2016 2


Chartered Logistics Ltd.
5. Regularisation of Mr. Ashok Kavdia (DIN: 00054601) as a Non-Executive Independent Director
To consider and if thought fit, to pass, with or without modification(s) the following resolution as
an ordinary resolution.
RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161 and any other if
applicable to the provisions of the Companies Act, 2013 and the Companies (Appointment and
qualification of directors)Rules,2014 ,(including any statutory modification(s) or re-enactment
thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, and clause 49
of listing agreement, Mr. Ashok Kavdia (DIN No. 00054601) a non-executive independent addi-
tional director of the company whose term expires at the ensuing Annual General Meeting of the
company and in respect of whom the Company has received a notice in writing under section 160
of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be
and is hereby appointed as an Independent Director of the company, not liable to retire by rotation,
to hold office for the term of five consecutive years from 21st Annual General Meeting to the
conclusion of 26th Annual General Meeting
RESOLVED FURTHER that the Board be and is hereby authorized to do all acts and take all such steps
as may be necessary, proper or expedient to give effect to above resolution.
6 Revision in the remuneration of Mr. Lalit Kumar Gandhi (DIN: 00618427), Managing Director of the
Company
To consider and, if thought fit, to pass with or without modification(s), the following resolution as
an Ordinary Resolution
RESOLVED THAT Pursuant to the provisions of Section 197 read with Part I and Section I of Part II
of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any
statutory modification or re-enactment thereof), applicable clauses of the Articles of Association
of the Company and recommendation of Nomination and Remuneration Committee and Audit
Committee, approval of the Company be and is hereby accorded for revision in the remuneration of
Mr. Lalit Kumar Gandhi [DIN: 00618427.], Managing Director of the Company, on the terms and
conditions including remuneration as mentioned below:
Salary & Perquisites
Salary : Rs. 1,50,000 per month w.e.f. 1st October,2016
Perquisites : As per explanatory statement attached with the notice
Other Terms and Conditions:
1. The terms and conditions of appointment of Managing Director may be altered and varied
from time to time by the Board in such manner as may be mutually agreed, subject to such
approvals as may be required and within applicable limits of the Companies Act, 2013.
2. No sitting fees will be paid to the Managing Director for attending meeting of the Board of
Directors or any committee thereof.
3. Total Remuneration of Mr. Lalit Kumar Gandhi in any financial year shall not exceed 5% of
the net profit of the Company during.

Annual Report- 2015-2016 3


Chartered Logistics Ltd.
RESOLVED FURTHER that the Board be and is hereby authorized to do all acts and take all such steps
as may be necessary, proper or expedient to give effect to this resolution.
7. Revision in the remuneration of Mr. Harsh Gandhi (DIN: 03045752), Executive Director of the
Company
To consider and, if thought fit, to pass with or without modification(s), the following resolution as
an Ordinary Resolution
RESOLVED THAT Pursuant to the provisions of Section 197 read with Part I and Section I of Part II
of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any
statutory modification or re-enactment thereof), applicable clauses of the Articles of Association
of the Company and recommendation of Nomination and Remuneration Committee and Audit
Committee, approval of the Company be and is hereby accorded for revision in the remuneration of
Mr. Harsh Gandhi [DIN: 03045752.], Executive Director of the Company, on the terms and condi-
tions including remuneration as mentioned below:
Salary & Perquisites
Salary : Rs. 1,00,000 per month w.e.f. 1st October, 2016
Perquisites- As per explanatory statement attached with this notice
RESOLVED FURTHER that the Board be and is hereby authorized to do all acts and take all such steps
as may be necessary, proper or expedient to give effect to this resolution.

By Order of the Board


Sd/-
Place: Ahmedabad Lalit Kumar Gandhi
Date: 01.09.2016 (Managing Director)
DIN : 00618427

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Chartered Logistics Ltd.

NOTES
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of
himself and the proxy need not be a member. Proxies in order to be effective must be received by the
company not later than forty eight (48) hours before the meeting
2. The Register of members and Share Transfer Books of the Company will remain close from Septem-
ber 22, 2016 to September 28, 2016 (both days inclusive)
3. Members are requested to bring their attendance slips duly completed and signed mentioning
therein details of their DP ID and Client ID/ Folio No.
4. (a) In accordance with the provision of section 108 of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014, the shareholders may exercise
their option to participate through electronic voting system and the company is providing
the facility for voting by electronic means (e-voting) to all its members. The company has
engaged the services of Central Depository Securities Limited (CDSL) to provide e-voting
facilities and enabling the members to cast their vote in a secured manner. It may be noted
that this e-voting facility is optional. This facility will be available at the link
www.evoting.cdsl.com during the following voting period:
Commencement of e-voting : From 10.00 am on 25th September, 2016
End of e-voting : Up to 6.00 pm on 27th September, 2016
E-voting shall not be allowed beyond 27th September, 2016. During the E-voting period, the
shareholders of the company, holding shares either in physical form or dematerialized form, as on
the closing of business hours of the cutoff date, may cast their vote electronically. The cut-off date
for eligibility for e-voting is 21st September, 2016.
(b) The company has engaged the services of CDSL as the Authorized Agency to provide e-
voting facilities.
(c) The company has appointed Ms. Anamika Jajoo, Practicing Company Secretary as scru-
tinizer for conducting and scrutinizing the e-voting process in a fair and transparent
manner.
The instructions for shareholders voting electronically are as under:
(i) The voting period begins on 25th September, 2016 at 10 a.m. and ends on 27th
September, 2016 at 6.00 p.m. During this period shareholders of the Company,
holding shares either in physical form or in dematerialized form, as on the cut-
off date 21st September, 2016 may cast their vote electronically. The e-voting
module shall be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID

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Chartered Logistics Ltd.
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number
registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any company, then your
existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Appli-
cable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN field.
In case the sequence number is less than 8 digits enter the applicable
number of 0s before the number after the first two characters of the name
in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number
1 then enter RA00000001 in the PAN field.
(viii) After entering these details appropriately, click on SUBMIT tab.
(ix) Members holding shares in physical form will then directly reach the Company
selection screen. However, members holding shares in demat form will now
reach Password Creation menu wherein they are required to mandatorily enter
their login password in the new password field. Kindly note that this password is
to be also used by the demat holders for voting for resolutions of any other
company on which they are eligible to vote, provided that company opts for e-
voting through CDSL platform. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password
confidential.
(x) For Members holding shares in physical form, the details can be used only for e-
voting on the resolutions contained in this Notice.
(xi) Click on the EVSN (160827031) for the relevant <Chartered logistics Limited> on
which you choose to vote.
(xii) On the voting page, you will see RESOLUTION DESCRIPTION and against the
same the option YES/NO for voting. Select the option YES or NO as desired. The
option YES implies that you assent to the Resolution and option NO implies that
you dissent to the Resolution.

Annual Report- 2015-2016 6


Chartered Logistics Ltd.
(xiii) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on SUBMIT. A
confirmation box will be displayed. If you wish to confirm your vote, click on
OK, else to change your vote, click on CANCEL and accordingly modify your
vote.
(xv) Once you CONFIRM your vote on the resolution, you will not be allowed to
modify your vote.
(xvi) You can also take a print of the votes cast by clicking on Click here to print
option on the Voting page.
(xvii) If a demat account holder has forgotten the login password then Enter the User ID
and the image verification code and click on Forgot Password & enter the details
as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSLs mobile app m-Voting avail-
able for android based mobiles. The m-Voting app can be downloaded from
Google Play Store. Please follow the instructions as prompted by the mobile app
while voting on your mobile.
(xix) Note for Non Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Cus-
todian are required to log on to www.evotingindia.com and register themselves
as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the
admin login and password. The Compliance User would be able to link the
account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to
[email protected] and on approval of the accounts they would
be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they
have issued in favour of the Custodian, if any, should be uploaded in PDF format
in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions (FAQs) and e-voting manual available at
www.evotingindia.com, under help section or write an email to
[email protected].

Annual Report- 2015-2016 7


Chartered Logistics Ltd.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013
The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013,
set out all material facts relating to the business under Item Nos. 4 to 8
ITEM NO. 4
Appointment of Ms. Nirzari Shah as woman director w.e.f. 6th August, 2016
The Board of Directors proposes the candidature of Ms. Nirzari Shah (DIN: 01946102) as a Women
Director to be appointed under the provisions of Section 149 and 152 of the Companies Act, 2013,
Ms. Nirzari Shah was appointed as a non-executive independent director on the Board of company
w.e.f. 16th July, 2015 for 5 years from 20th Annual general meeting till 25th Annual general meeting.
The Company has received from Ms. Nirzari Shah Consent in writing to act as Women director.
The Resolution seeks the approval of members for the appointment of Ms. Nirzari Shah as Women
Director/Independent director of the Company till 25th Annual general meeting pursuant to Section
149 and other applicable provisions of the Companies Act, 2013 and the Rules made hereunder.
She is not liable to retire by rotation.
In the opinion of the Board of Directors, Ms. Nirzari Shah proposed to be appointed, as a Women
director, fulfill the conditions specified in the Companies Act, 2013 and the Rules made hereunder
and she is independent.
None of the Directors, Key Managerial Personnel or their relatives, except Ms. Nirzari Shah for
whom the Resolution relates, are interested or concerned in the Resolution. The Board seeks
approval of the members for the appointment of Ms. Nirzari Shah as woman Independent Director
of the Company till 25th Annual General Meeting pursuant to section 149 and other applicable
provisions of the Act.
Hence, your Directors recommend the above resolution for approval of the Shareholders as an
Ordinary Resolution.
ITEM NO. 5
Regularisation of Mr. Ashok Kavdia (DIN: 00054601) as a Non-Executive Independent Director
The Board of Directors has received a notice from the shareholder proposing the candidature of
Mr. Ashok Kavdia (DIN: 00054601) as an Independent Director to be appointed under the provi-
sions of Section 149 and 152 of the Companies Act, 2013, Mr. Ashok Kavdia was appointed as
additional non-executive independent director by the Board on 6th August , 2016 and whose term
expires at this Annual General Meeting.
The Company has received from Mr. Ashok Kavdia
(i) Consent in writing to act as Independent Director in Form DIR-2 pursuant to Rule 8 of the
Companies (Appointment & Qualification of Directors) Rules 2014
(ii) Intimation in Form DIR- 8 in terms of Companies (Appointment & Qualification of Direc-
tors) Rules, 2014 to the effect that he is not disqualified under sub-section (2) of Section
164 of the Companies Act, 2013 and
(iii) A declaration to the effect that he meets the criteria of independence as provided in sub-
section (6) of Section 149 of the companies Act, 2013. The Resolution seeks the approval
of members for the appointment of Mr. Ashok Kavdia as Independent Director of the
Annual Report- 2015-2016 8
Chartered Logistics Ltd.
Company for a term of 5 consecutive years from 21st Annual general meeting till 26th
Annual general meeting pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013 and the Rules made hereunder. He is not liable to retire by rotation.
In the opinion of the Board of Directors, Mr. Ashok Kavdia proposed to be appointed, as a Indepen-
dent Director, fulfill the conditions specified in the Companies Act, 2013 and the Rules made
hereunder. Mr. Ashok Kavdia is a practicing Chartered Accountant and a fellow member of Institute
of Chartered Accountants of India He has a vast knowledge and more than 25 years of work
experience in finance, accounts, taxation, audit, project finance, corporate law, general
administration, marketing in cement industry and other allied activities.
A copy of the draft letter for the appointment of Mr. Ashok Kavdia as an Independent Director
setting out the terms and conditions is available for inspection without any fee by the members at
the Companys Registered Office during normal business hours on working days up to the date of
the Annual General Meeting.
None of the Directors, Key Managerial Personnel or their relatives, except Mr. Ashok Kavdia for
whom the Resolution relates, are interested or concerned in the Resolution. The Board seeks
approval of the members for the appointment of Mr. Ashok Kavdia as Independent Director of the
Company for five consecutive years for a term from 21st Annual General Meeting till 26th Annual
General Meeting pursuant to section 149 and other applicable provisions.
Hence, your Directors recommend the above resolution for approval of the Shareholders as a
Ordinary Resolution.
TEM NO. 6
Revision in the remuneration of Mr. Lalit Kumar Gandhi Managing Director (DIN: 00618427)
Pursuant to the provisions of Section 197 read with Part I and Section I of Part II of Schedule V and
other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifica-
tion or re-enactment thereof), applicable clauses of the Articles of Association of the Company and
recommendation of the Nomination and Remuneration Committee and Audit Committee, approval
of the Company be and is hereby accorded to revision in the remuneration of Mr. Lalit Kumar
Gandhi (Din: 00618427), Managing Director of the Company, w.e.f. 1st October, 2016 on the terms
and conditions including remuneration as mentioned below:
Salary: - Rs.1,50,000/-
In addition to the above, he shall be entitled to receive the following:-
1) Housing:
a) Expenditure by the Company on hiring furnished accommodation subject to the ceiling of
60% of salary over and above 10% payable by Managing Director
b) If the accommodation is owned by the company, 10% of the salary of Managing Director
shall be deducted by the company.
c) In case no accommodation is provided by the company, Managing Director shall be
entitled to House Rent allowance not exceeding 60% of his salary.
2. Medical benefit
All medical expenses incurred for himself and his family shall be reimbursed.

Annual Report- 2015-2016 9


Chartered Logistics Ltd.
3. Leave travel concession:
For self and family once in year incurred in accordance with the rules of the Company
4. Club Fees
Annual fees of club, subject to maximum of two clubs. This will not include admission and life
membership fees.
5. Personal Accident Insurance
Personal insurance of an amount annual premium of which does not exceed Rs.10,000/
Category B
Contribution to Provident fund and Superannuation fund will not be included in computation of
ceiling on perquisites to the extent they are, either singly or put together not taxable under the
Income Tax,1961,Gratuity Act or as per the Gratuity Scheme of the Company whichever is higher.
Category-C
The company may provide a car with driver and telephone. Provision of car and telephone at
residence will not be considered as perquisites. Personal long distance calls on telephone on use
of car for personal purpose shall be billed by the Company.
Notwithstanding anything contained to the contrary herein contained, wherein any financial year
during the currency of the tenure of the Managing Director, the company has no profits or its
profits are inadequate, the company will pay salary and perquisites as specified above and in
addition thereto perquisites not exceeding the limits specified under Companies Act, 2013 from
time to time.
None of the Directors except Mr. Lalit Kumar Gandhi and Mr. Harsh Gandhi are in any way con-
cerned or interested in the said resolution. The board recommends the resolution set forth for the
approval of Members.
ITEM NO. 7
Revision in the Remuneration to Executive Director Mr. Harsh Gandhi (Din 03045752)
Pursuant to the provisions of Section 197 read with Part I and Section I of Part II of Schedule V and
other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifica-
tion or re-enactment thereof), applicable clauses of the Articles of Association of the Company and
recommendation of the Nomination and Remuneration Committee and Audit Committee, approval
of the Company be and is hereby accorded to revision in the remuneration of Mr. Harsh Gandhi Din:
03045752 )Executive Director of the Company, w.e.f.1st October,2016 on the terms and conditions
including remuneration as mentioned below:
Salary= Rs.1,00,000/- w.e.f 1stt October,2016
In addition to the above, he shall be entitled to receive the following:-
Housing:
a) Expenditure by the Company on hiring furnished accommodation subject to the ceiling of
60% of salary over and above 10% payable by Executive Director
b) If the accommodation is owned by the company, 10% of the salary of Executive Director
shall be deducted by the company.
Annual Report- 2015-2016 10
Chartered Logistics Ltd.
c) In case no accommodation is provided by the company, Executive Director shall be en-
titled to House Rent allowance not exceeding 60% of his salary
6. Medical benefit
All medical expenses incurred for himself and his family shall be reimbursed.
7. Leave travel concession:
For self and family once in year incurred in accordance with the rules of the Company
8. Club Fees
Annual fees of club, subject to maximum of two clubs. This will not include admission and life
membership fees.
9. Personal Accident Insurance
Personal insurance of an amount annual premium of which does not exceed Rs.10,000/
Category B
Contribution to Provident fund and Superannuation fund will not be included in computation of
ceiling on perquisites to the extent they are, either singly or put together not taxable under the
Income Tax, 1961,Gratuity Act or as per the Gratuity Scheme of the Company whichever is higher.
Category-C
The company may provide a car with driver and telephone. Provision of car and telephone at
residence will not be considered as perquisites. Personal long distance calls on telephone on use
of car for personal purpose shall be billed by the Company.
Notwithstanding anything contained to the contrary herein contained, wherein any financial year
during the currency of the tenure of the executive Director, the company has no profits or its profits
are inadequate, the company will pay salary and perquisites as specified above and in addition
thereto perquisites not exceeding the limits specified under Companies Act, 2013 from time to
time.
None of the Directors except Mr. Harsh Gandhi and Mr. Lalit Kumar Gandhi are in any way con-
cerned or interested in the said resolution. The board recommends the resolution set forth for the
approval of Members.
By Order of the Board
Sd/-
Place: Ahmedabad Lalit Kumar Gandhi
Date: 01.09. 2016 (Managing Director)
DIN : 00618427

Annual Report- 2015-2016 11


Chartered Logistics Ltd.

Details of Directors seeking re-appointment at the forthcoming Annual General Meeting


(in pursuance of Clause 49 of the Listing Agreement)

Name of the Mr.Harsh Mr. Lalit Mr.Ashok Kavdia Ms.Nirzari Shah


Director Gandhi kumar
Gandhi
Director Identification 03045752 00618427 00054601 01946102
Number (DIN)
Age 26 years 55 years 54 years 33 Years
Date of Appointment 23/06/2012 16/06/1995 06/08/2016 16/07/2015
on Board
Qualification Graduation B.com FCA B.Sc
in business
management
from London

Shareholding in 47550 23633000 65464 180000


Chartered Logistics
Limited
List of Directorships 1. Universal Nil 1. Empirical Solution 1.Veronica-Inn
held in other Lifeline Private Pvt. Ltd. Hotels and Resorts
Companies Limited 2. Chartered Capital & Private Limited
2.Chartered Investment Ltd. 2.Chartered
Motors Private Healthcare
Limited Limited
Memberships/ Nil Nil Chairman of
Chairmanships of 1. Audit committee
Audit and Stakehold- 2. Stakeholder
ers Relationship remuneration committee
Committees across 3. Nomination &
Public Companies remuneration committee
of Chartered Capital
Investment Ltd
Nature of Directors Except Except Except Mr. Ashok Except Ms.Nirzari
Mr.Lalitkumar Mr.Lalit Shah herself,
Interest in any of kumar Kavdia himself
Gandhi and
Resolution. Mr.Harsh Gandhi and none of the none of the
Mr. Harsh remaining remaining
Gandhi Gandhi,
themselves none of the directors is directors is
none of remaining concerned or concerned or
remaining directors is interested in the interested in the
directors is concerned or resolution. resolution.
concerned or interested in
interested in the reso
the resolution lution.

Annual Report- 2015-2016 12


Chartered Logistics Ltd.

DIRECTORS REPORT
To,

The Shareholders,
Chartered Logistics Limited
Yours Directors are pleased to present the 21st Annual Report together with the Audited Accounts of the
Company for the year ended on 31ST March, 2016.
1. Financial Summary or Highlights/Performance of the Company (Standalone)
The Boards Report shall be prepared based on the stand alone financial statements of the company.
(Rs. in lakhs)
Particulars 31/03/2016 31/03/2015
Gross Income 16955.67 17887.10
Profit Before Interest and Depreciation 1572.12 1710.82
Interest & Finance Charges 680.48 978.19
Depreciation 189.28 713.21
Profit Before Tax 702.36 19.42
Provision for Tax 168.05 2.57
Less: Deferred Tax Credit (33.59) 141.03
Profit/Loss After Tax 622.44 361.15
Net Profit 622.44 361.15

2. Review of Business Operations during the year


Your companys operational and financial performance has inclined during the financial year
2015-16 as compared to previous year during the year company has reported total income of Rs.
16955.67 Lacs against total income of Rs. 17887.10 Lacs in the previous year. The interest and
financial expenses and depreciation have been decreased this year as compared to previous year
therefore the net profit has been increased this year as compared to previous year. Profit before tax
(PBT) has been reported at Rs. 702.36 Lacs in the current year as against Profit before tax (PBT) of
Rs. (19.42) Lacs in the previous year. The net profit after tax for the current year 2015-16 is 622.44
Lacs as compared to (361.15) Lacs in the previous year.
3. Business Outlook
For the last two decades, Chartered Group is scaling new heights in the logistics industry. We have
created an impressive track record of value addition to our customers. Our basic principles
behindgrowth are our values i.e. Honesty &amp; Integrity, Commitment, Efficiency, Safety.With our

Annual Report- 2015-2016 13


Chartered Logistics Ltd.
ardent passion and focused vision which we have outlined as TO BE A PREMIUM LOGISTICS
COMPANY WITH FOCUS ON BETTER THAN THE BEST and our mission is to achieve it. It is unflinching
goal of Chartered to become a force to reckon with and the roadmap has been designed to translate
out dreams into reality.
With implementation of the historic GOODS AND SERVICES TAX (GST) Bill, India will be one union
and there will be fearless, hassle free flow of goods from one state from another. This new initiative
will be a big boost to the logistics industry and will improve bottom lines of the respective compa-
nies. It will also open up huge scope of warehousing and implementation of reverse freight regime.
4. Stock Exchange
The companys shares are listed on Bombay Stock Exchange Limited (BSE) and the company has
paid necessary listing fees for the year 2016-2017
5. Change in Registrar and Transfer Agent
The Board of Directors of the Company has on 13th June, 2016 duly approved the appointment of M/
s. Skyline Financial Services Pvt. Ltd., New Delhi as Registrar & Share Transfer Agent of the Com-
pany w.e.f. 13th June, 2016 in place of M/s. Sharepro Services (India) Private Limited, the Companys
existing Registrar and Share Transfer Agent of the Company whose services are terminated w.e.f.
closure of business hours on 13th June, 2016. The aforesaid was done in accordance with SEBIs
Interim Order WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016.
6. Particulars of Loans, Guarantees & Investments
Loans, Guarantees & Investment under Section 186 of Companies Act, 2013 form part of notes to
financial statement provided in this Annual Report.
7. Contracts or Arrangements with Related Parties
All related party transactions that were entered during the financial year were in the ordinary
course of the business of the Company and were on arms length basis. There were no materially
significant related party transactions entered by the Company with Promoters, Directors, Key
Managerial Personnel or other persons which may have a potential conflict with the interest of the
Company.
Since no material related party transactions were entered by the Company and all the transactions
entered into by the Company with related parties were in the ordinary course of business and on an
arms length basis, form AOC 2 is not applicable to the Company.
Your Directors have on the recommendation of the Audit Committee, adopted a policy to regulate
transactions between your Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
8. Fixed Deposits
The company has not accepted any fixed deposits, and as such no amount of principal or interest
was outstanding as of Balance sheet date.

Annual Report- 2015-2016 14


Chartered Logistics Ltd.
9. Issue of Share Capital
During the financial year under report the company has neither made any issue of equity shares
with differential voting rights, sweat equity shares or under neither employee stock option scheme
nor it has made any provision of money for purchase of its own shares by employees or by trustees
for the benefits of the employees.
10. Employee Stock Options Scheme
The Company has not issued any Employee Stock Options Plans. As such no Employee Stock Option
Schemes have been framed.
11. Business Strategy
We have introduced a number of strategic initiatives during the year to spur overall growth and
productivity in the Company. The following are some of the broad areas covered by these initia-
tives:
Cost Optimisation: A series of measures have been initiated to yield high levels of cost
optimization. These include focusing on location Optimization, deploying people in the
right jobs and eliminating unnecessary costs.
Enhancing Sales Productivity: We are focusing on reinvigorating our sales teams and
enabling them with better systems, training and processes. We have made all branches of
the company online located at the various locations of the country. This help us in getting
the MIS Report daily from all branches which enable us to focus and improving the sales
productivity of all branches thereby winning large revenue for the company
Improving Service Effectiveness:
Our delivery services have always been of a high order, and we want to re-focus on
strengthening it further.
12. Corporate Social Responsibility
In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corpo-
rate Social Responsibility Policy) Rules, 2014 made thereunder, the Board of Directors of your
Company have constituted a CSR Committee on 6th August, 2016.
The company is in the process of formulating CSR Policy as per the recommendation of CSR com-
mittee. The Company shall find the ways and projects for undertaking CSR activities and shall
make relevant provisions of CSR activities in the books of accounts of the company. The company
shall submit the report of CSR activities and spending in the ensuing year as it is not applicable to
company for this financial year.
13. Directors Responsibility Statement
As per the Section 134(5) of Companies Act, 2013 the Board hereby submits its responsibility
statement. The company prepares its financial statement in accordance with GAAP.
a. In preparation of annual accounts, the applicable accounting standards have been fol-
lowed along with proper explanation relating to material departures.

Annual Report- 2015-2016 15


Chartered Logistics Ltd.
b. The directors had 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 and of the
profit and loss of the company for that period.
c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. The directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
14. Insurance
All the properties of the company have been adequately insured.
15. Subsidiary
The Company has no Subsidiaries/Associates or Joint Venture Companies during the period under
review. As such the requirement for submission of report on the performance and the financial
position of the Subsidiary/Associate/Joint venture Companies is not applicable to the Company.
16. Board Committees
Detailed composition of the mandatory Board committees namely Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relation-
ship Committee, number of meetings held during the year under review and other related details
are set out in the Corporate Governance Report which forms a part of this Report.
17. Meetings of the Board and Committees
Nine (9) Meetings of the Board of Directors were held during the year. For further details on the
meetings of Board and committees and the attendance of directors/ members, please refer report
on Corporate Governance of this Annual Report.
Separate Meeting of Independent Directors
A separate meeting of Independent directors of the Company was held on 10.02.2016 in accor-
dance with the provisions of clause vii of the schedule iv of the Companies Act, 2013
Performance Evaluation of the Board
In accordance with the provision of regulations 17(10) of the SEBI (Listing obligations and Disclo-
sure Requirements), 2015 and schedule iv of the Companies Act, 2013, evaluation of performance
of Independent Directors by the Non-Independent Directors and review of the performance of Non-
Independent Directors and the Board as a whole by the Independent Directors was made during the
financial year under report. The Directors were satisfied with the evaluation results, which re-
flected the overall engagement of the Board and its Committees with the Company.

Annual Report- 2015-2016 16


Chartered Logistics Ltd.
18. Directors and Key Managerial Persons (KMP)
a) Directors Retiring by Rotation:
Pursuant to provisions of Section 152 of the Companies Act, 2013 and in accordance with
the Articles of Association of the Company Mr. Lalit Kumar Gandhi, Managing Director of
the Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers herself for re appointment. The Board of Directors recommends his re appointment.
b) Independent Directors:
In terms of the definition of Independence of Directors as prescribed underClause 49 of
the Listing Agreement entered with Stock Exchanges and Section149(6) of the Companies
Act, 2013 Mr. Sandeep Shah and Mrs. Nirzari Shah and Mr. Ashok Kavdia are the Non
Executive Independent Directors on the Board of the Company. None of the Independent
Directors are liable for rotation and due for re appointment. The Independent Directors
have given declarations confirming that they meet the criteria of independence as pre-
scribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with
the Stock Exchange read with SEBI(Listing obligation and disclosure requirement), 2015.
c) Woman Director:
In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, your Company had appointed Ms. Nisha Makwana as Director on the
Board of the Company on 16th September, 2014.
Ms. Nisha Makwana has resigned from the position of Director of the company w.e.f. 6th
August, 2016 and Mrs. Nirzari Shah has been designated as woman director of the Com-
pany w.e.f. 6th August, 2016.
All the directors of the Company have confirmed that they are not disqualified from being
appointed as directors in terms of the Companies Act, 2013.
d) Appointment of Directors:
During the financial year 2015-16 Mrs. Nirzari Shah was appointed as Non - Executive
Independent Director by the Board of Directors of the Company in their meeting held on
16th July, 2015.
Mr. Ashok Kavdia was appointed as Additional Independent Director by the Board of
Directors in their meeting held on 6th August, 2016.
Appropriate resolutions for the appointment/re-appointment of the Directors are being
placed for approval of the members at the Annual General Meeting. Your Directors recom-
mend the appointment of Mr. Ashok Kavdia as Independent Director to hold office up to 5
(five) consecutive years up to 6th August, 2021 at the ensuing Annual General Meeting.
e) Resignation of Directors
There were no resignations of Directors during the financial year 2015-16. Ms. Nisha
Makwana resigned from the position of Executive Director and CFO of the company w.e.f.
6th August, 2016
Annual Report- 2015-2016 17
Chartered Logistics Ltd.
f) Key Managerial Persons (KMP)
Pursuant to provisions of section 203 of the Companies Act, 2013, Mrs. Preeti Milan Shah
was appointed as the Company secretary cum compliance officer of the Company w.e.f.
16th October, 2015.
Mrs. Preeti Milan Shah has resigned from the position of company secretary of the com-
pany on 9th April, 2016 and Mr. Shail N Shah was appointed as Company Secretary cum
compliance officer of the company w.e.f. 9th April, 2016.
Mrs. Mamta S Patel has been appointed as Chief Financial Officer of the Company w. e. f.
6th August, 2016 in place of Ms. Nisha Makwana.
19. Remuneration Policy
The Company follows a policy on remuneration of directors and senior management employees.
The policy has been approved by the Nomination & Remuneration Committee and the Board of
Directors. More details have been given in Corporate Governance report.
20. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and as per SEBI(Listing
obligation and disclosure requirement)2015 so as to qualify themselves to be appointed as Inde-
pendent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
21. Internal Financial Controls
Your Company has established and maintained a framework of internal financial controls and
compliance systems. Based on the same and the work performed by the internal auditors, statutory
auditors and the reviews performed by Top Management team and the Audit Committee, your
Directors are of the opinion that your Companys Internal Financial Controls were adequate and
effective during the financial year 2015-16. Further the statutory auditors of your company has
also issued an attestation report on internal control over financial reporting (as defined in section
143 of Companies Act 2013) for the financial year ended March 31, 2016, which forms part to the
Statutory Auditors report.
22. Internal Auditors
In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed
there under, your company has re- appointed M/S Gandhi & Gandhi, a firm of Practising Chartered
Accountants as Internal Auditors of the Company in the Board meeting held on 6th August, 2016 to
conduct the internal audit of the functions and activities of the company for the financial year
2016-17.
23. Statutory Auditors
M/s Vidya & Co. Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the
Company has received a certificate from the above Auditors to the effect that if they are reap-
pointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Annual Report- 2015-2016 18


Chartered Logistics Ltd.
Auditors Report
The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do
not call for any further comments.
Adverse/Qualification Remarks:
i. No Liability in respect of present future liability of gratuity has been ascertained and
provided in the accounts (Previous year- not ascertained and provided for). This is in
contravention with the Accounting Standard-15 issued by the ICAI, in respect of account-
ing for retirement benefits.
Directors reply
The Company has accounted for Gratuity liability as and when paid in books of account.
However considering the remarks of the Auditors on the same, the Company has pro-
ceeded to value the gratuity liability as per actuarial valuation form the Financial Year
2016-17
ii. The companies have not received informations from the suppliers regarding their status
under the Micro, small and Medium Enterprises Development Act, 2006. Hence, disclo-
sure, if any relating to amount unpaid as at the balance sheet date together with interest
paid or payable as per the requirement under the said act, have not been made.
Directors reply
The Company has sought information from the supplier regarding their status under
MSME Act, 2006 for which no written reply has been received for the year
iii. Investment of the company has been considered by the management to be of long-term
nature and hence they are valued at cost of acquisition. In respect of quoted investments
where the market value is lower than the acquisition cost, no provision is made for
diminution in the value of such investments, since in the opinion of the board it is a
temporary phenomenon and no provision is necessary.
Directors reply
Above statement is self explanatory and board has taken note of the same.
iv. Due to change in estimation depreciation for the year 2015-16 has decreased by Rs.
305.16/- Lakhs.
Directors reply
Reason for such decrease in depreciation is because of estimated life of Trucks have been
revised from eight years to ten years.
24. Secretarial Auditor
Pursuant to the provisions of section 204 of Companies Act, 2013 Ms. Anamika, Jajoo Practicing
Company Secretary was appointed as the Secretarial auditor by the Board of Directors in their
meeting on 9th April, 2016 to conduct the secretarial audit of the company for the financial year

Annual Report- 2015-2016 19


Chartered Logistics Ltd.
2015-16.The Report of the secretarial audit for the year ended 31st March, 2016 is annexed here-
with and forming part of the annual report.
25. Particulars of Employees
Pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there was no employee,
who, if employed:
i. Throughout the financial year was in receipt of remuneration for the year which, in the
aggregate, was not less than sixty lakh rupees;
ii. For a part of the financial year, was in receipt of remuneration for any part of the year, at
a rate which, in the aggregate, was not less than five lakh rupees per month;
iii. Throughout the financial year or part thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in
excess of that drawn by the managing director or whole time director or manager and
holds by himself or along with his spouse and dependent children, not less than two
percent of the equity shares of the company.
In view of above, the Company is not required to submit the statement containing details as
required under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Per-
sonnel) Rules, 2014.
26. Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act, 2013
The Company has been employing women employees in various cadres. A policy of the the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has also
been laid and circulated to every female employee of the Company so as to inform them about the
redressal mechanism available to them in the cases of such harassment. Your Directors state that
during the year under review, there were no cases filed or compliant received from any employee
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
27. Extracts of Annual Return
The Extract of Annual Return in form MGT-9 as per section 92(3) of Companies Act, 2013 duly
certified by Practicing Company Secretary is annexed hereto and forms the part of this report.
28. Corporate Governance
The Company has been observing the best corporate governance practices and benchmarking
itself against each such practice on an ongoing basis. A separate section on Corporate Governance
as per the Listing Agreement is annexed to the Directors Report and a Certificate from the Statutory
Auditors of the Company regarding compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges and as per schedule
v of SEBI (Listing obligation and disclosure requirements) 2015 forms part of this Annual Report
29. Management Discussion and Analysis
A detailed chapter on Management Discussion and Analysis as per Clause 49 of the Listing
Annual Report- 2015-2016 20
Chartered Logistics Ltd.
Agreement and as per SEBI (Listing obligation and Disclosure Requirement), 2015 forming part of
the Directors Report is included in this Annual Report.
30. Particulars Regarding Conservation of Energy/Technology Absorption/Foreign Exchange Earnings &
Outgo
The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with Rule
(8)(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of energy and technol-
ogy absorption and foreign exchange earnings and outgo, are not applicable to the Company as the
company is neither involved in any manufacturing, processing activities nor any of its transac-
tions involve foreign exchange earnings and outgo. Particulars required to be furnished by the
Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,
31. Material changes and commitments affecting the financial position of the company
There are no material changes and commitments, affecting the financial position of the Company
which have been occurred between the end of the financial year i.e. 31st March, 2016 and the date
of the signing of directors report i.e 1st September, 2016. Further no significant or material orders
have been passed by the regulators or courts or tribunals impacting the going concern status of the
Company /or the Companys operation in future.
32. Vigil Mechanism/Whistle Blower Mechanism
The Company, pursuant to section 177 of Companies Act, 2013 read along with the rules made
there under and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and
Employees to report concerns about has adopted a Whistle Blower Policy establishing vigil mecha-
nism, to provide a formal mechanism to the Directors and employees to report their concerns
about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Con-
duct or ethics policy. The policy provides for adequate safeguards against victimization of employ-
ees who avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company has been denied access to the Audit
Committee. The policy of vigil mechanism is available on the Companys website
33. Risk Management
During the year, the Audit Committee evaluated the Risk Management Policy of the Company to
make it more focused in identifying and prioritising the risks, role of various executives in moni-
toring. The Audit Committee evaluated various risks and that there is no element of risk identified
that may threaten the existence of the Company.
34. Listing Agreement
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and
streamline the provisions of the Listing Agreement for different segments of capital markets to
ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all
listed entities were required to enter into the Listing Agreement within six months fromthe effective
date. The Company entered into uniform Listing Agreement with BSE Limited during February, 2016.

Annual Report- 2015-2016 21


Chartered Logistics Ltd.
35. Policies
We seek to promote and follow the highest level of ethical standards in all our business transac-
tions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our
corporate governance policies are available on our website. The policies are reviewed periodi-
cally by the Board and updated based on need and new compliance requirement. The key policies
that have been adopted by us as follows:
a. Archival policy
b. Policy on preservation of documents
c. Policy on disclosure of material events and information
d. Whistle bowler and vigil mechanism policy
e. Insider trading policy
f. Related party transactions policy
g. Risk management policy
h. Policy on corporate social responsibility (in process )
36. Award and Certificate of Recognition
Chartered Logistics Limited received an award for exceptional contribution to the MSME sector in
Logistic Services by Quality Mark Trust. A certificate of recognition and winning award was given
by Saadhvi Niranjan Jyoti Ji, Honble Union Minister of State for Food Processing, Mr. Madhur
Bhandarkar, Bollywood Producer & Director, Mr. Amit Doshi, COO of Divya Bhaskar at YMCA
International Centre, Ahmedabad on Friday, 27th May, 2016.
37. Green Initiative
As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies of the Annual
Report 2016 and Notice of the 21st AGM are sent to all members whose email addresses are
registered with the Company/Depository Participant(s). For members who have not registered
their email addresses, physical copies of the Annual Report 2016 and the Notice of the 21st AGM
are sent in the permitted mode. Members requiring physical copies can send a request to the
Company Secretary.
38. Acknowledgement
Your Directors thank their customers, vendors, investors and bankers for their continued support
during the year. We place on record our appreciation of the contribution made by our employees
at all levels. Our consistent growth was made possible by their hard work, solidarity cooperation
and support. We also thank the Government of India, particularly the Ministry of Corporate Af-
fairs, the Income Tax Department and other government agencies for their support, and look
forward to their continued support in the future.

For and on behalf of Board of Directors


SD/-
Place: Ahmedabad Lalit Kumar Gandhi
Date: 01.09.2016 (Managing Director)
DIN: 00618427
Annual Report- 2015-2016 22
Chartered Logistics Ltd.

REPORT ON CORPORATE GOVERNANCE


(Pursuant to Clause 49 of the Listing Agreement)
1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is committed to values aimed
at enhancing organizational wealth generating capacity. This is ensured by taking ethical business
decisions and conducting business with affirm commitment to values while meeting the
stakeholders expectations. It is imperative that our company affairs are managed in affair and
transparent manner. This is vital to gain and retain the trust of our shareholders.
Your company is committed to the philosophy of good corporate governance. The Companys policy
on Corporate Governance envisages the assignments of high level of transparency and account-
ability in the functioning of the Company and the conduct of its business internally and externally,
including its interaction with employees, stakeholders, creditors, clients, bankers and other busi-
ness places with due emphasis on regulatory compliance.
The Company believes that transparency, fairness, accountability and social responsibilities are
central to the Company and its board of Directors. Company believes that from the above principle
of the Corporate Governance, the Company is protecting the interest of the Shareholders.
The Company has followed all the mandatory requirement of clause 49 of Listing Agreement with
spirit of corporate governance and is looking forward positively to follow on mandatory provi-
sions. The Company believes that all its operations and actions must serve the underlying goal of
enhancing over all shareholder value, over a sustained period of time.
2. CODE OF CODUCT & ETHICS
As per clause 49 of Listing Agreement and provisions of SEBI (LODR) Regulations, 2015, the Board
has laid down a code of conduct for all the board members and senior management of the Com-
pany. All Board members and senior personnel have affirmed compliances with the code of con-
duct. A declaration, to this effect, duly signed by Managing Director of the company is attached at
the end of this report.
3. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the
Board has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and
stakeholder relationship Committees. The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report.
4. BOARD OF DIRECTORS:
As on 31st March, 2016 and the financial year 2015-16 under report the board consists of total 5
directors. 1 Managing Director, 2 Non-Executive Independent Directors, 2 Executive Directors out
of which 1 is women Director on the Board of the Company. The Boards actions and decisions are
aligned with the Companys best interests. It is committed to the goal of sustainably elevating the
Companys value creation. The Board critically evaluates the Companys strategic direction, man-
Annual Report- 2015-2016 23
Chartered Logistics Ltd.

agement policies and their effectiveness. The composition of the Board is in conformity with the
Securities and Exchange Board of India Listing Obligations and Disclosure Regulations, 2015.
The Board of Directors of the company comprises of following Directors as on 31st March, 2016.

Name Category/Designation No. of outside Directorship and Committee member


ship/Chairmanship
Public Private Committee Committee
Company Company Membership Chairmanship
Mr. Lalit Kumar Gandhi Promoter & Nil Nil Nil Nil
Managing Director
Mr. Sandeep Shah Non Executive Nil 2 Nil Nil
Independent Director
Ms. Nirzari Shah Non Executive 1 1 Nil Nil
Independent Director
Mr. Harsh Gandhi Executive Director Nil 2 Nil Nil

Ms.Nisha Makwana Executive Director Nil Nil Nil Nil


& CFO

Ms. Nisha Makwana has resigned from the position of Executive Director and CFO of the company w.e.f. 6th
Aug, 2016.

Mr. Ashok Kavdia has been appointed as Additional Independent Director on the Board w.e.f. 6th August,
2016.

Each Director informs the Company on an annual basis about the Board and Board Committee positions he
occupies in other companies including Chairmanships and notifies changes periodically and regularly
during the term of their directorship in the Company. None of the Directors on the Board are Members of
more than ten Committees or Chairman of more than five Committees across all the public companies in
which they are Directors.

Pursuant to good corporate governance and as per clause 49 of listing agreement and provisions of SEBI
(LODR) Regulations 2015 the independent directors on the Board:

z A part from receiving sitting fees if any, directors do not have any material pecuniary relationship
with the company, its promoters, directors, senior management and associates which may affect
the independence of director.

z Are not related to promoter or person occupying management position at the Board level or at one
level below the Board.

z Have not been an executive of the company in the immediately preceding 3 financial years. Are not
partners or executives or were not partners during the preceding 3 years of the Statutory audit firm

Annual Report- 2015-2016 24


Chartered Logistics Ltd.
or the internal audit firm that is associated with the company.

z Legal firms and consulting firms that may have a material association with the company are not
the substantial shareholders of the company i.e. do not own 2% or more of the shares of the
company.

5. DISCLOSURES:

a. Materially Significant related party transactions

There was no transaction of material nature with any of the related party, which is in
conflict with the interest of the company.

b. Details of non compliance by the company, penalties, and strictures imposed on the
company by the Stock Exchange or SEBI or any authority on any matter related to capital
markets during last 3 years.

There was no instance of levy of any penalties during the financial year under review.

6. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of un pub-
lished price sensitive information in relation of the Company and during the period when the
Trading Window is closed. The Company Secretary & Head Compliance is responsible for imple
mentation of the Code.

All Board Directors and the designated employees have confirmed compliance with the code.

7. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Companys
share capital is being carried out by an independent external auditor with a view to reconcile the
total share capital admitted with National Securities Depository Limited (NSDL) and Central De-
pository Services (India) Limited (CDSL) and held in physical form, with the issued and listed
capital. The Auditors Certificate in regard to the same is submitted to BSE Limited and is also
placed before Stakeholders Relationship Committee and the Board of Directors.

8. PENDING INVESTORS GRIEVANCES

Any Member/Investor, whose grievance has not been resolved satisfactorily, may kindly write to
the Company Secretary and Head Compliance at the Registered Office with a copy of the earlier
correspondence.

Annual Report- 2015-2016 25


Chartered Logistics Ltd.

S. No. Nature of Queries/Compliant Pending as on Received Redressed Pending as on


April 1, 2015 during during March 31,
the year the year 2016
1 Transfer/Transmission of Nil Nil Nil Nil
Duplicate Share Certificate
2 Non-receipt of Dividend Nil Nil Nil Nil
3 Dematerialisation/ Nil Nil Nil Nil
Rematerialisation of Shares
4 Complaints received from:
SEBI Nil Nil Nil Nil
Stock Exchanges/NSDL/CDSL Nil Nil Nil Nil
ROC/MCA/Others Nil Nil Nil Nil
Advocates Nil Nil Nil Nil
Consumer Forum/Court Case Nil Nil Nil Nil
5 Others Nil Nil Nil Nil
Grand Total Nil Nil Nil Nil

9. Board compensation and performance appraisal policy


The nomination and remuneration committee determines and recommends to the Board the
compensation payable to directors. All Board level compensation is approved by the sharehold-
ers and disclosed separately in the financial statements. The nomination and remuneration
committee makes yearly appraisal of the performance of the executive directors the annual
compensation of the executive directors is approved by the nomination and remuneration com-
mittee within the parameter set by the shareholders at the shareholders meetings.
The compensation payable to the independent directors is limited to the sitting fees. The perfor-
mance of the independent directors is reviewed by the Board on annual basis.
10. Information supplied to the Board
The Board has complete access to all the information with the company inter-alia the following
information are regularly provided to the Board as a part of the agenda papers well in advance of
the Board meeting.
Quarterly results of the company.
Quarterly reports on receivables and recovery efforts made.
Minutes of the meetings of the audit committee of the Board.
Any significant development in human resources.
Compliance status of various regulatory, statutory or listing requirements and shareholders ser-
vice such as payment of dividend, share transfer etc.

Annual Report- 2015-2016 26


Chartered Logistics Ltd.
Information on recruitment and remuneration of senior officers below the Board level.
Annual operating plans and budgets and updates.
General notices of interest received from directors.
11. DISCUSSION WITH INDEPENDENT DIRECTORS
The Boards policy to regularly have separate meetings with independent directors, to update
them on all business related issues and new initiatives. In addition, our independent directors
meet periodically and does not have any of the executive directors or members of the management
in attendance.
12. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
There have been no materially significant related party transactions, monetary transactions or
relationships between the Company and directors, the Management or relatives except for
those disclosed in the financial statements for the year ended March 31, 2016.
13. MEETINGS OF THE BOARD
The Board of Directors met 9 times during the financial year 2015-16 during the year ended
31st March, 2016. These were held on following dates:
30th May, 2015
2nd July, 2015
16th July, 2015
14th August, 2015
16th October, 2015
10th November, 2015
15th December, 2015
10th February, 2016 and
29th February, 2016.
The maximum gap between 2 meetings was not more than 3 months. The attendances of the
directors of the company at the Board Meeting are as follows:

Director No. of Meetings


Held Attended Attended Last AGM
Mr. Lalit Kumar Gandhi 9 9 Yes

Mr. Harsh Gandhi 9 9 Yes

Mr. Sandeep M Shah 9 9 Yes

Ms. Nirzari Shah 9 6 Yes


(appointed w.e.f. 16th July, 2015)
Ms. Nisha Makwana 9 9 Yes
(resigned w.e.f. 6th Aug, 2016)

Annual Report- 2015-2016 27


Chartered Logistics Ltd.
14. COMMITEES OF BOARD
During the financial year 2015-16 The Company has 3 committees of Board namely:
1. Audit committee ,
2. Nomination & Remuneration Committee,
3. Stakeholders Relationship Committee.
The Board of directors of the company constituted Corporate Social Responsibility Committee
(CSR) in their meeting held on 6th August, 2016
Recommendations of the committees are submitted to the Board for approval.
The quorum for meetings is either two members or one third of the members of the committee,
whichever is higher.
1. Audit Committee
(a) Brief description or terms of reference
The management is responsible for the Companys internal controls and the financial
reporting process while the statutory auditors are responsible for performing indepen-
dent audits of the Companys financial statements in accordance with generally accepted
auditing practices and for issuing reports based on such audits. The Board of Directors
has constituted and entrusted the Audit Committee with the responsibility to supervise
these processes and thus ensure accurate and timely disclosures that maintain the
transparency, integrity and quality of financial control and reporting. The constitution of
the Audit Committee also meets with the requirements of Section 177 of the Companies
Act, 2013 and SEBI Listing Regulations.
The primary responsibilities of the Audit Committee are to:
Supervise the financial reporting process;
Review the quarterly and annual financial results before placing them to the Board along
with related disclosures and filing requirements;
Review the adequacy of internal controls in the Company, including the plan, scope and
performance of the internal audit;
Discuss with management, the Companys major policies with respect to risk assessment
and risk management;
Hold discussions with statutory auditors on the nature and scope of audits and any views
that they have about the financial control and reporting processes;
Ensure compliance with accounting standards and with listing requirements with respect
to the financial statements;
Recommend the appointment and removal of statutory auditors and their fees;

Annual Report- 2015-2016 28


Chartered Logistics Ltd.
Ensure that adequate safeguards have been taken for legal compliance for the Company;
Review related party transactions
(b) Composition of Audit Committee
As on 31ST March, 2016 the financial year 2015-16 under report the Audit Committee
comprises of following directors/members
1. Mr. Sandeep Shah - Chairman
2. Ms. Nirzari Shah - Member
(Appointed w.e.f. 16.07.2015)
3. Mr. Lalit Kumar Gandhi - Member
4. Ms. Nisha Makwana - Member
(Till 10.11.2015)
5. Mr. Ashok Kavdia - Member
(Appointed w.e.f. 06.08.2016)
(c) Meetings and Attendance
The Committee met 4 times during the year from 1/4/2015 to 31/03/2016 and the attendances of
members of the committee were as follow:

Director No. of Meetings


Held Attended
Mr. Sandeep M Shah 4 4
Ms. Nirzari Shah (Appointed w.e.f. 16.07.2015) 4 3
Mr. Lalit Kumar Gandhi 4 4
Ms. Nisha Makwana (Till 10.11.2015) 4 2
Ms. Nisha Makwana has resigned from committee membership w.e.f. on 10.11.2015.

Mr. Ashok Kavdia (Non-Executive Independent Director) has been appointed as member of the
audit committee w.e.f. 6th August, 2016
(d) Audit Committee report for the year ended March 31, 2016
The committee has reviewed the internal control over financial reporting put in place to ensure
that the accounts of the company are properly maintained and that the accounting transactions
are in accordance with prevailing laws and regulations. In conducting such reviews, the commit-
tee found no material discrepancy or weakness in the Companys internal control over financial
reporting.
The committee also reviewed the financial policies of the Company and expressed its satisfaction
with the same.

Annual Report- 2015-2016 29


Chartered Logistics Ltd.
Based on the committees discussion with the Management and the auditors the committee has
recommended the following to the Board:
The audited financial statements prepared as per Indian Accounting standards for the year ended
March 31, 2016 is accepted by the Board as a true and fair statement of the financial status of the
Company.
The committee has recommended to the Board there appointment M/S Vidya & Co. Chartered
Accountants, Ahmedabad as the Statutory Auditors of the Company to hold office from the conclu-
sion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting,
and the necessary resolutions for appointing them as auditors be placed before the shareholders.
In conclusion, the committee is sufficiently satisfied that it has complied with its responsibilities
as outlined in the audit committee charter.
2. Stakeholders Relationship Committee:
(a) Brief Description or terms of reference
As per section178 of the Companies Act, 2013 and SEBI (LODR)Regulations, 2015 and as a
measure of Good Corporate Governance and to focus on the shareholders grievances and
towards strengthening investor relations, a Stakeholders Relationship Committee has
been constituted as a committee of the Board, to redress/minimize the grievance of
shareholders/Investors.
(b) The functions of the committee include:
To specifically look into redressing investors grievances pertaining to:
a) Transfer of shares
b) Dividends
c) Dematerialization of shares
d) Replacement of lost/stolen/mutilated share certificates
e) Any other related issues
(c) Composition of committee:
As on 31st March, 2016 and during the financial year 2015-16 under report, the committee
comprises of the following Directors namely:
Ms. Nirzari Shah - Chairperson
Mr. Sandeep Shah - Member
Ms. Nisha Makwana - Member
(Till 10.11.2015)
Mr. Ashok Kavdia - Member
(Appointed w.e.f. 06.08.2016)
Mr. Ashok Kavdia has been appointed as member of Stakeholders Relationship Committee w.e.f. 6th
August, 2016.

Annual Report- 2015-2016 30


Chartered Logistics Ltd.
The committee met 2 times during the year 2015-16 and all members of the committee were present
in all meetings.
(d) Stakeholders Relationship Committee report for the year ended March 31, 2016.
During the year under review no complaint was received from Shareholders/investors or
Stock Exchanges or SEBI. The committee expresses satisfaction with the Companys perfor-
mance in dealing with investor grievances, and in its share transfer system.
3. Nomination and Remuneration Committee:
As per section 178(4) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board of
Directors of the Company constituted the Nomination and Remuneration Committee.
(A) Brief description or terms of references
(a) Nomination Policy
The nomination policy of the committee is to oversee the companys nomination process
for the top level management and specifically to identify, screen and review individuals
qualified to serve as executive directors, non-executive directors and independent direc-
tors consistent with criteria approved by the Board and to recommend, for approval by
the Board, nominees for election at the AGM.
(b) Remuneration Policy
The remuneration policy of the committee determines and recommends to the Board, the
compensation of the companys Executive Directors and senior management including
pension rights and any compensation packages, annual increments, incentives, addi-
tional perquisites etc.
The key components of the Companys Remuneration Policy are:
z Compensation will be a major driver of performance.
z Compensation will be transparent, fair and simple to administer.
z Compensation will be fully legal and tax compliant
z Establishing and reviewing on appropriate performance criteria.
(B) Composition and Meetings of the Committee
As on 31st March, 2016 and during the financial year 2015-16 under report date of this
report the committee comprises of the following Directors namely:
1. Mr. Sandeep Shah - Chairman
2. Mr. Harsh Gandhi - Member
3. Ms. Nirzari Shah - Member
4. Mr. Ashok Kavdia - Member
Appointed w.e.f. 06-08-2016
The committee met once during the year 2015-16 and all the members of the committee
were present in the meeting.
Mr. Ashok Kavdia has been appointed as member of the committee w.e.f. 6th August, 2016.

Annual Report- 2015-2016 31


Chartered Logistics Ltd.
Remuneration of Executive Directors
Details of Remuneration paid to Executive and Non Executive Directors during the year 2015-16 are as
under:
Sr. No Name of Director/ Designation Salary Perquisites Total
Remuneration (Amount in Rs.) (Amount in Rs.)
1 Mr. Lalit Kumar Gandhi 12,00,000/- Nil 12,00,000/-
(Managing Director)
2. Ms.Nisha Makwana 6,00,000/- Nl 6,00,000/-
(Executive Director)

(e) Remuneration of Non-Executive Independent Directors


No remuneration has been given to the non-executive independent director during the
year 2015-16.
(f) Nomination and Remuneration committee report for the year ended March 31, 2016
During the year, the committee reviewed the performance of all directors and senior level
management. The committee also reviewed the compensation policy and believes that the
compensation and benefits are adequate to motivate and retain the senior officers of the
Company.
4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of section 135(1) of the Companies Act, 2013 and as per the provisions of
SEBI (LODR) Regulations, 2015 the Board of Directors of the company has constituted Corporate
Social Responsibility Committee (CSR) Committee w.e.f. 6th August, 2016.
(a) Brief description or terms of reference
Corporate Social Responsibility (CSR) is an integral part of our culture and constantly
seeks opportunities to give back to the society and hope to make a difference to the lives
of people by sharing our business success with them. The main objective of the CSR Policy
is to lay down guidelines and also make CSR as one of the key business drivers for
sustainable development of the environment and the society in which the company oper-
ates in particular and the overall development of the global community at large. The role
of the Corporate Social Responsibility Committee is as follows
1. Formulating and recommending to the Board the CSR Policy and activities to be
undertaken by the company;
2. Recommending the amount of expenditure to be incurred on CSR activities of the
company;
3. Reviewing the performance of the Company in the area of CSR;
4. Providing external and independent oversight and guidance on the environmen-
tal and social impact of how the company conducts its business;

Annual Report- 2015-2016 32


Chartered Logistics Ltd.
5. Monitoring CSR policy of the company from time to time;
6. Monitoring the implementation of the CSR projects or programs or activities
undertaken by the company.
(b) Composition of the Committee
The CSR Committee comprises of the directors/members as follows:
1. Mr. Ashok Kavdia - Chairman
2. Mr. Sandeep Shah - Member
3. Ms. Nirzari Shah - Member
4. Mr. Lalit Kumar Gandhi - Member
(c) Meetings of the committee
The CSR Committee was formed on 6th Aug,2016 as the provisions of CSR Committee is
applicable to company from the end of this financial year only hence no meeting was held
during 2015-16.
(d) Report of CSR Committee
The company shall submit its report on CSR activities, budgeting and spending on CSR
activities in ensuing years.
15. GENERAL BODY MEETING:
The location and time of the Annual General Meetings held during the last three years is as follows:

Date Venue Time


September 18, 2015 C-1, Jay Tower, 4th Floor, Ankur Commercial
Center, Naranpura, Ahmedabad -380013 11.30 A.M.
August 20, 2014 C-1, Jay Tower, 4th Floor, Ankur Commercial
Center, Naranpura, Ahmedabad -380013 11.30 A.M.
August 22,2013 C-1, Jay Tower, 4th Floor, Ankur Commercial
Center, Naranpura, Ahmedabad -380013 11.30 A.M.

16. Means of Communication:


Quarterly Results:-
Newspapers normally published in: (1) Indian Express (2).Financial Express
Website where displayed: www.chartered.co.in
Presentation made to Institutional Investors or to Analyst: No\

Annual Report- 2015-2016 33


Chartered Logistics Ltd.
17. General Information for Shareholders
a) AGM - Date: 28th September .2016
Time: 11:00 A.M.
Place: C-1, Jay Tower, 4th Floor, Ankur Road, Naranpura, Ahmedabad- 380013
The financial year of the company is from April1, 2015 to March 31, 2016
b) Tentative Financial calendar for the financial year 2016-17:
a) Un-audited financial results for June, 2016 By August 14, 2016
Un- audited financial results for September, 2016 By November 14, 2016
Un-audited financial results for December,2016 By February 14, 2017
Un-audited financial results for March, 2017 By end of May, 2017
along with Audited financial results for the year ended on March 31, 2017
c) Date of book closure: 22-09-2016 To 28-09-2016 (both days inclusive) (In connection
with the Annual General Meeting)
d) Listing of Shares: The shares of the company are listed on Bombay Stock Exchange. The
listing fees for the year 2015-2016 have been paid to the Stock Exchange where the shares
of the company are listed.
e) Stock Code Bombay Stock Exchange : 531977
f) Demat ISIN Number for NSDL and CDSL : INE558F01026
g) Market Price Data : High, low during each month in the
last financial yeari.e.1st April 2015
to 31st March 2016 .The data is as
follows:

Annual Report- 2015-2016 34


Chartered Logistics Ltd.

Month High Low Volume


April2015 12.72 7.46 1,25,80,695
May2015 10.60 8.19 5,38,173
June2015 10.49 8.05 4,64,183
July2015 14.53 8.70 40,63,896
August2015 19.25 12.42 2,33,76,367
September2015 17.00 12.50 3,76,79,891
October2015 19.60 12.25 7,78,93,321
November2015 17.75 14.75 4,44,37,747
December2015 28.00 14.70 46,43,64,743
January2016 26.50 19.40 22,22,53,615
February2016 20.70 13.25 7,48,58,028
March2016 16.55 14.00 8,94,12,031

h) Registrar and Transfer Agents for demat and Physical mode:


Skyline financial servicesPvt.Ltd.,New Delhi-110020
i) Share transfer system:
Transfer of shares are processed by the Share Transfer Agents and approved by the Share
Transfer Committee called as Investor / Shareholders Grievance Committee, which meets
at frequent intervals. Share transfers are registered and returned within 15 days from the
date of receipt, if the relevant documents are complete in respects.
j) Distribution of Shareholding as on March 31, 2016
Distribution of Shareholding No. of Shares % of No. of shares No.
as on March 31, 2016 of Shareholders

1-500 759506 0.76 3325


5011000 902706 0.91 1016
1001-2000 814819 0.82 495
2001-3000 560480 0.56 209
3001-4000 447195 0.45 120
4000-5000 695636 0.70 143
5001-10000 1944504 0.96 231
10001-20000 1737922 1.75 115
Above20000 91477232 92.08 171
Total 99340000 100.00 5825

Annual Report- 2015-2016 35


Chartered Logistics Ltd.

k) Category of shareholders as on March 31, 2016


Category No. of Shares held % of Shareholding
Promoters 57107789 57.49
Clearing members 158861 0.16
Domestic Companies 20118325 20.26
Individuals 21639751 21.78
NRI NON REP 81819 0.082
NRI REP 233455 0.235

Total 99340000 100.00


l) Dematerialization of shares and liquidity: 96.37% of the paid up capital has been dematerial-
ized as on March 31,2016
m) The company has not issued any GDRs/ADRs/Warrants or any convertible instruments.
n) Secretarial audit: As a measure of good corporate governance practice, the Board of Direc-
tors of the Company appointed Ms. Anamika Jajoo, practicing company secretary, to con-
duct Secretarial Audit of records and documents of the Company. The Secretarial Audit
report confirms that the company has complied with all the applicable provisions of the
Companies Act, 2013, Depository Act, 1996, Listing Agreements with the stock exchanges
and all the Regulations and guidelines of SEBI as applicable to the Company. The audit
also covers the reconciliation on a quarterly basis, the total admitted capital with NSDL
and CDSL and the total issued and listed capital .The audit has confirmed that the total
issued/paid up capital is in agreement with the total number of shares in physical form
and the total number of dematerialized shares held with NSDL and CDSL. Further the
Company adheres to the various secretarial standard issued by the Institute of Company
Secretaries Of India.
Address for correspondence: Shareholders correspondence should be addressed at Registered Office
of the Company at: Compliance Officer, Chartered Logistics Limited, C-1, Jay Tower, 4th Floor, Ankur
Road, Naranpura, and Ahmedabad 380013.

For and on behalf of Board of Directors


Sd/-
Place: Ahmedabad Lalit Kumar Gandhi
Date: 1st September, 2016 (Managing Director)
Declaration
I, Lalit Kumar Gandhi, Managing Director of M/S Chartered Logistics Limited do hereby declare that the as
per the clause 49 of listing agreement the Board members and the senior management of company have
duly complied with the code of conduct and ethics as laid down by Board of Directors of the company for the
year ending March 31, 2016.
For and on behalf of Board of Directors
Sd/-
Place: Ahmedabad Lalit Kumar Gandhi
Date: 1st September, 2016 (Managing Director)

Annual Report- 2015-2016 36


Chartered Logistics Ltd.
SECRETARIAL AUDIT REPORT
(FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Chartered Logistics Limited
(CIN:L74140GJ1995PLC026351)
C 1, Jay Tower,4th Floor
Ankur Commercial Centre,Naranpura,
Ahmedabad 3800013, Gujarat, India.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adher-
ence to good corporate practices by Chartered Logistics Limited (hereinafter called the company) for the
audit period covering the financial year ended on March 31, 2016. Secretarial Audit was conducted in a
manner that provided mea reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Based on my verification of Companys books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion,
the Company has, during the audit period covering the financial year ended on March 31, 2016 complied
with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I. I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company, for the financial year ended on March 31, 2016, according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (SEBI Act):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regu-
lations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;

Annual Report- 2015-2016 37


Chartered Logistics Ltd.
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing
with client;
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999
(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regula-
tions, 2009;
(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998;
(h) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
I have also examined compliance of the following to the extent applicable:
(i) The Secretarial Standards issued by the Institute of Company Secretaries of In-
dia; and
(j) The Listing Agreements entered into by the Company with Bombay Stock Exchange.
II. I further report that:
(i) The Company has complied with the provisions of the Securities Contracts (Regulation)
Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum
public shareholding;
(ii) The Company has complied with the provisions of the Depositories Act, 1996 and the
Byelaws framed there under by the Depositories with regard to dematerialization / re-
materialisation of securities and reconciliation of records of dematerialized securities
with all securities issued by the Company;
(iii) The Company has, in my opinion, complied with the provisions of the Companies Act,
1956, Companies Act, 2013 and the Rules made under that Act as notified by the Ministry
of Corporate Affairs and the Memorandum and Articles of Association of the Company;
(iv) The Company has complied with the requirements under the Equity Listing Agreements
entered into with Bombay Stock Exchange Limited;and
(v) The Company has complied with the requirements of the SEBI (Prohibition of Insider
Trading) Regulations, 1992.
III. I further report that:
(i) The Company has complied with the provisions of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the
provisions with regard to disclosures and maintenance of records required under the
said Regulations;
(ii) The Company has not introduced ESOP/ESPS Schemes, therefore it does not require to
comply with the provisions of the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 including the
provisions with regard to disclosures and maintenance of records required under the
said Regulations;
(iii) There are no FDI transactions in the Company. Therefore, the Company does not require

Annual Report- 2015-2016 38


Chartered Logistics Ltd.
complying with the relevant provisions of the FEMA, 1999 and the Rules and Regulations
made under that FEMAAct, to the extent it is applicable;
(iv) The Company has not bought back equity shares of the Company, during the period;
therefore, the compliance of the provisions of the Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998 does not arise; and
(v) The Company has not delisted any of its securities, during the period, therefore, the
compliance of the Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; does not arise.
IV. I further report that:
(i) As on the date of this report The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non- Executive Directors and Independent
Directors .
(ii) Adequate notice is given to all the Directors to conduct the Meetings of Board and its
Committees. Agenda and detailed notes on agenda were sent at least seven days in ad-
vance, and a system exists for seeking and obtaining further information and clarifica-
tions on the agenda items before the meeting;
(iii) Majority decision is considered and there is no dissenting members.
(iv) The Company has obtained all necessary approvals under the various provisions of the Act;
(v) There were no prosecution initiated and no fines or penalties imposed during the year
under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules,
Regulations and Guidelines framed under these Acts against / on the Company, its Direc-
tors and Officers; and
(vi) The Directors have complied with the disclosure requirements in respect of their eligibil-
ity of appointment, their being independent and compliance with the Code of Business
Conduct & Ethics for Directors and Managerial Personnel.
V. .The Company has duly complied with the rules, regulations, provisions, guidelines, standards of
all applicable acts as per the documents provided and representation made by the management
and officers of the company.
VI. In respect of Compliance on financial and accounting laws by company, we have relied upon the
report of Statutory auditors of the Company.
VII. Based on the information received and the records maintained, there are adequate systems and
processes in the Company that commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
VIII. During the audit period, there were no specific events / actions having a major bearing on the
Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, stan-
dards, etc.
Anamika Jajoo,
Practicing Company Secretary
C. P. No.: 13859
ACS No. : 20918
Ahmedabad
01.09. 2016

Annual Report- 2015-2016 39


Chartered Logistics Ltd.
Management Discussion and Analysis
The management of Chartered Logistics Limited presents the analysis of performance of the company for the
year 2015-16 and its outlook for the future. The outlook is based on assessment of current business
environment and on expectations of future events. The company assumes no responsibility to publicly
amend, modify or revise any forward looking statements, on the basis of any subsequent developments,
information or events.
Overview of the Economy Global
As per International Monetary Fund, Global recovery continues, but at an ever-slowing and increasingly
fragile pace. Notwithstanding this cloudier picture of economic fundamentals, financial markets in ad-
vanced economies have, at this writing, partially reversed their downtrend of the first weeks of 2016. Some
improved data releases, a firming of oil prices, lower capital outflows from China, and decisions by major
central banks have all contributed to improved sentiment. The baseline projection for global growth in
2016 is a modest 3.2 percent, broadly in line with last year, as per the latest World Economic Outlook.
Growth in China and India has been broadly in line with projections, but trade growth has slowed down
noticeably.
Indian Economy
The Indian economy expanded by 7.6 per cent in financial year 2015-16 to log the fastest growth among
larger countries, also outpacing China. While this was also the fastest growth it is generally perceived as
an indication of economic recovery gaining momentum. As per International Monetary Fund, growth is
projected to notch up to 7.5 percent in financial year 201617, as forecast in October. Growth will continue
to be driven by private consumption, which has benefited from lower energy prices and higher real incomes.
With the revival of sentiment and pickup in industrial activity, a recovery of private investment is expected
to further strengthen growth. The Index of Industrial Production (IIP), for the entire financial year 2015-16
fiscal, grew at 2.4 percent, down from 2.8 percent in the previous fiscal. The IIP decelerated in financial year
2015-16, mainly pulled down by weak manufacturing in an environment of subdued investment demand
and weak rural consumption.
Indian Scenario of Logistics Industry
Indian Logistics Sector Introduction According to Indian Logistics Industry 2016 Outlook a Frost &
Sullivan report economic reforms, trade co-operation, improved transportation infrastructure, and indus-
trial growth are ushering in increasing opportunities for the Logistics Service Providers (LSP) in India.
Presently, the Indian logistics industry is witnessing development and expansion of its existing infrastruc-
ture and emergence of e-commerce-specific logistics solutions; it has strong focus on manufacturing, but
also has large presence of unorganized service providers. The report finds that the industry is likely to grow
at a CAGR of 8.6% between 2015 and 2020; it grew at a CAGR of 9.7% during 2010-2015. The key drivers of
this growth are infrastructure investment associated with ports, airports and other logistics development
plans, domestic demand growth and increasing trade. Dedicated freight corridor, increased port connectiv-
ity and proposed auto hub are likely to increase share of railways in land transport. Despite economic
uncertainties, the Indian logistics sector is likely to grow above 6% in 2016.
India Logistics issues and challenges
Roads are the main source of transportation. Despite major developments in road development in India in
the last decade Indias investment to develop roads are still insufficient. Worldwide experience says that
Annual Report- 2015-2016 40
Chartered Logistics Ltd.
effective use of rail logistics can be more cost effective, reliable and timely. Rail infrastructure in India
though is ignored and is underdeveloped. The development of ports also suffers from a similar story. The
rise of the public-private partnership in infrastructure has not helped much and thus the transportation
and network costs of doing business in India leads to disadvantage for the Indian firms. This along with
huge administrative costs including insurance and government taxes and the inefficiency of the clearing
process by border control agencies including customs, makes logistics a costly affair in this country.
Despite numerous efforts, we have been able to make only marginal progress as far as Logistic performance
indicators are concerned.
Emerging opportunities and Trends
Goods & Services Tax (GST) The Government of India has been taking several steps to rationalise the tax
systems in the country. Among the major initiatives of the past being the introduction of Value Added Tax
(VAT) System. Subsequent to the success of the VAT regime, the Government embarked on efforts for imple-
mentation of a much more refined and globally preferred tax system known as Goods and Services Tax (GST)
in 2007. Goods and Services Tax (GST) is defined as a nationwide uniform taxation system which replaces
multiple taxations by central and state governments in a country. The concept is that a specific product or
service would have the same level of taxation across the entire country irrespective of being manufactured
and sold in different sub-national territories (states). Across the world, Goods and Services Tax (GST) is the
most popular trade tax regime practiced by over 150 countries.
Benefits to Logistics Sector due to Goods and Services Tax (GST)
Centralization of inventory into larger regional warehouses
Move from Local to regional distribution (service levels to areas outside major distribution cen-
ters will have to improve)
Shift to larger full truckload movements servicing inventory transfers to the larger warehouses
Improved travel speeds due to reduction in regulatory delays
Review of the business of CLL
Established in the year 1995 A trademark logistics company Chartered Logistics Limited (CLL) offers world
class services like road transport services, special warehousing services, cost & freight services, etc. right
from the point of origin till the final point of destination, in order to meet the exacting requirements of
consumers satisfactorily...
CLL is a renowned service provider, offering cost effective and highly trusted Road Transportation Services,
Cost & Freight Services, Special Warehousing Services, etc. Some of the key features of our road transporta-
tion services comprises of door-to-door services, project works, and options of customized carrier as per
customers need.
CLL is having a large fleet (approximately 650) of owned and attached vehicles. With a whopping turnover
of Rs. 180 crore
CLL is having its clients from industry sectors such as Pharma, FMCG, Cement, Heavy metals & tubes, power
transmission, petroleum, chemicalsetc.
CLL provides a comprehensive supply chain expertise and logistics infrastructure that work seamlessly to
ensure highly cost-effective solutions.

Annual Report- 2015-2016 41


Chartered Logistics Ltd.
Review of CLLs Preparedness against emerging opportunities and future Outlook
GST: Overall, simplification of the current indirect tax structure will encourage efficient supply chain
management rather than a tax-based network decisions.
For the last two decades, Chartered Group is scaling new heights in the logistics industry. We have created
an impressive track record of value addition to our customers. Our basic principles behindgrowth are our
values i.e. Honesty &amp; Integrity, Commitment, Efficiency, Safety.With our ardent passion and focused
vision which we have outlined as TO BE A PREMIUM LOGISTICS COMPANY WITH FOCUS ON BETTER THAN THE
BEST and our mission is to achieve it. It is unflinching goal of Chartered to become a force to reckon with
and the roadmap has been designed to translate out dreams into reality.
With implementation of the historic GST Bill, India will be one union and there will be fearless, hassle free
flow of goods from one state from another. This new initiative will be a big boost to the logistics industry
and will improve bottom lines of the respective companies. It will also open up huge scope of warehousing
and implementation of reverse freight regime.
Review of Operational and Financial Performance of the year 2015-16
1. Financial summary or highlights / Performance of the Company
(Rs. inlakhs)
31/03/2016 31/03/2015
Gross Income 16955.67 17887.10
Profit Before Interest and Depreciation 1572.12 1710.82
Interest & FinanceCharges 680.48 978.19
Depreciation 189.28 713.21
Profit Before Tax 702.36 19.42
Provision for Tax 168.05 2.57
Less : Deferred Tax Credit (33.59) 141.03
Add : MAT Credit entitlement 0 0
Profit/Loss After Tax 622.44 361.15
Excess/Short Provision of earlier year 0 0
Net Profit 622.44 361.15
Your companys operational and financial performance has inclined during the financial year 2015-16 as
compared to previous year during the year company has reported total income of Rs.16955.67 Lakhs
against total income of Rs. 17887.10 lakhs in the previous year. The interest and financial expenses and
depreciation have been decreased this year as compared to previous year therefore the net profit has been
increased this year as compared to previous year. Profit before tax (PBT) has been reported at Rs. 702.36
lakhs in the current year as against Profit before tax (PBT) of Rs. (19.42) lakhs in the previous year. The net
profit after tax for the current year 2015-16 is 622.44 lakhs as compared to (361.15) lakhs in the previous
year.

Annual Report- 2015-2016 42


Chartered Logistics Ltd.
Risks in Logistics Sector
The logistics sector is married by many inherent risks which are specific to its functioning, like fragmented
ownership of vehicles, poor infrastructure of roads, bureaucratic delays at the borders, poor vehicles
maintenance, en-route levies etc. These may be categorized as operational risks. It is also exposed to
market risks and financial risks to which all the operations are exposed. These includes risks like fluctua-
tions in the economy and sudden changes in the Government policies and laws at macro level and risks like
increase in the prices of component parts and fuel, increase in the hiring charges of vehicle etc. at macro
level. Besides these, the Road Transport Sector is also saddled by natural calamities and events like Bandhs
and riots in various parts of the Countries.
Indias spend on logistics activities is equal to 13% of its GDP while it is 10% in Europe and 11% in Japan,
it is also higher than most of the developed nations. The main reason for this is the relatively higher level
of inefficiencies in the system, with lower average trucking speeds, higher turnaround time at ports and
high cost of administrative delays. The required pace of efficiency and quality improvement will demand
rapid development of capabilities of logistics service providers. This industry provides lesser pay and
progression incentives compare to other industries. The logistics being a service oriented sector, skill
development will emerge as a main capability
Risk Mitigation Strategy of the Company
1. Your Company offers services in all aspects of logistics and supply chain management to a diverse
range of industries. Your company keeps a close watch on the economic environment and timely
actions are taken accordingly. These measures helps us to mitigate the industry risks. Also, our
internal control systems and processes are constantly reviewed and revamped as per industry
best practices.
2. Your company continuously efforts to enhance the brand image by focusing on R&D, quality, Cost,
timely delivery and customer service. By introducing new services commensurate with customer
demands, your company plans to mitigate the risks so involved.
3. We have well defined appraisal system in place. All high performance employees are given peri-
odical trainings and duly rewarded for their performance.
4. All vehicles are insured against loss or damage due to accident. We have installed Vehicle Track-
ing System devices for monitoring all our vehicles 24/7 to ensure safety of cargo & vehicles.
5. We constantly keeps their eyes on the Money marketto ensure no opportunity of low cost finance
is lost andbring down the cost of finance to lowest possible level.
Future Prospects/Opportunities In Indian Logistics Industry:
Despite problems, The Indian logistics industry is growing at 20% vis--vis the average world logistics indus-
try growth of 10%. Since the organized sector accounts for merely 1% of the annual logistics cost, there is
immense potential for growth of the sector. Many large Indian corporate are been attracted by the potential of
this sector. Large express cargo and courier companies such as Transport Corporation of India (TCI) have
started logistics operations. Since the logistics services can be provided without assets there is growing
interest among entrepreneurs to venture into this business .Indian shippers are gradually becoming more
aware of the benefits of logistics outsourcing. Faster growth rate of Indian GDP implies more output and more
demand of logistics services. The Indian government has focused on infrastructure development which in-

Annual Report- 2015-2016 43


Chartered Logistics Ltd.
cludes the golden quadrilateral project, east-west and north-south corridors (connecting four major metros),
Free Trade and Warehousing Zones (FTWZ) in line with Special Economic Zones (SEZ) with 100% Foreign Direct
Investment (FDI) limit and public- private partnerships (PPP) in infrastructure development. It is expected that
infrastructure development would boost investments in the logistics sector. In India 100% FDI is allowed in
logistics sector. Almost all large global logistics companies have their presence in India, mainly involved in
freight forwarding and for domestic transportation and warehousing; they have tie-ups with Indian compa-
nies which is the key driver for the growth of Indian logistics companies.
Internal Control Systems and their adequacy
Your company has in place an adequate system of internal controls commensurate with its size & nature of
operations, along with well-defined organisation structure & documented policy guidelines & procedures,
predefined delegation of authority covering all corporate functions and all operating units. These internal
controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of opera-
tions, the adequacy of protecting your Companies assets from unauthorized use or losses, the reliability of
financial controls and compliance with applicable laws and regulations.
Adequate internal control measures are in the form of various policies & procedures issued by the Manage-
ment covering all critical and important activities viz., Contract Management, Operations, Procurement,
Finance, Human Resources, Safety, etc. These policies & procedures are updated from time to time and
compliance is monitored by Internal Audit Function. Your Company has continued its efforts to align all its
processes and controls with global and industry best practices.
The Audit Committee of the Board oversees the adequacy of the internal control environment through regular
reviews of the audit findings and monitoring implementations of internal audit recommendations through the
action taken reports submitted to them. A gist of the significant features of the internal controls are:
Your Company has established and maintained a framework of internal financial controls, imple-
mented adequate procedures and compliance systems, which provide reasonable assurance re-
garding reliability of financial reporting and preparation of financial statements.
The Audit Committee of the Board of Directors, comprising of independent directors and func-
tional, regularly reviews the audit plans, significant audit findings, adequacy of internal financial
control frame work and test reports, implementations of internal audit recommendations, compli-
ance with accounting standards as well as reasons for changes in accounting policies and prac-
tices, if any;
A well-established and independent Internal Audit team consisting of professionally qualified
accountants and functional specialists who are empowered to examine/audit the adequacy, rel-
evance and effectiveness of the control systems, test the key controls as per Internal financial
controls, compliance with policies, plans and statutory requirements;
Continual programmes to reinforce the Code of Business Conduct & Ethics is done regularly across
the organisation.
Anti-fraud programmes including whistle blower mechanisms are operative across the Company.
The Board takes responsibility for the overall process of risk management throughout the organisation.
During the financial year ending March 31, 2016, your company has conducted an assessment of the
effectiveness of the internal financial control over financial reporting and it has in place, adequate internal

Annual Report- 2015-2016 44


Chartered Logistics Ltd.
financial controls with reference to financial statements, commensurate with the size, scale and complex-
ity of its operations. During the year, such controls were tested and no reportable material weaknesses in
the design or operation were observed.
Human Resources
The Company believes that the employees are central as well as critical to the Company as they are the real
assets of the organization. It recognizes people as its most valuable asset and therefore it lays due empha-
sis on its overall training and development. The Companys HR policy aims to establish and build a high
performing organization, where each individual is motivated to perform at the fullest capacity to contribute
towards self development and thereby achieve individual excellence along with achieving the departmental
objectives. The employee relationship with the company remained harmonious through the year.
Cautionary Statement
Some of the statement in the report describing the Companys objectives, projections, estimates and expec-
tations may be forward-looking statement within the meaning of applicable securities laws and regula-
tions. The forward-looking statement have as their basic certain assumptions and expectations about
behavior or outcome of future events and/or economic variables. The Companys operations may be af-
fected these economic conditions, demand/supply scenario, price conditions in which the Company oper-
ates changes in the Government Policies, changes in fiscal laws and other incidental factors.

Annual Report- 2015-2016 45


Chartered Logistics Ltd.

CERTIFICATION BY CEO/CFO UNDER CLAUSE 49 V OF THE LISTING


AGREEMENT
The Board of Directors,
Chartered Logistics Limited
DThis is to certify that :
a) we have reviewed the financial statements and the cash flow statement of Chartered
Logistics Limited for the year ended March 31, 2016 and to the best of our knowledge and
belief:-
(i) these statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Companys affairs
and are in compliance with existing Accounting Standards, applicable laws and
regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the
Company during the year which are fraudulent, illegal or violative of the Companys Code
of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of the internal control systems of
the Company pertaining to financial reporting and have disclosed to the Auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any,
of which we are aware and the steps we have taken or propose to take for rectifying these
deficiencies.
(d) We have indicated to the Auditors and the Audit Committee:
(i) significant changes in internal control over financial reporting during the year,
whenever applicable:
(ii) there were no significant changes in accounting policies during the year and that
the same have been disclosed in the notes to financial statements: and
(iii) there were no instances of significant fraud of which we have become aware and
the involvement therein, if any, of the management or an employee having a
significant role in the Companys internal control system.
(e) We further declare that all members and senior managerial personnel have affirmed
compliance with code of conduct for the current year.

For Chartered Logistics Limited For Chartered Logistics Limited


Lalit Kumar Gandhi Nisha Makwana
(Managing Director) (Chief Financial Officer)
Date : 30th May 2016
Place : Ahmedabad

Annual Report- 2015-2016 46


Chartered Logistics Ltd.

AUDITORS CERTIFICATE OF CORPORATE GOVERNANCE


To,
The Members,
Chartered Logistics Limited
We have examined the compliance of conditions of Corporate Governance by Chartered Logistics Limited
for the financial years ended March 31, 2016 as stipulated in clause 49 of the Listing Agreement of the said
Company with the Stock Exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our exami-
nation was limited to procedures and implementation thereof, adopted by the Company for ensuring the
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the
abovementioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Vidya & Co.


Chartered Accountants
FRN No.308022E
Rajendra K Nagar
Partner
M.No.057240
Ahmedabad,30th May 2016.

Annual Report- 2015-2016 47


Chartered Logistics Ltd.

Annexure I
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1. CIN L74140GJ1995PLC026351
2. Registration Date 16TH June 1995
3. Name of the Company Chartered Logistics Limited
4. Category/Sub-category of the Company Company limited by shares/public
company
5. Address of the Registered office & contact details C-1 Jay Tower ,Ankur Comm. Centre,
Naranpura,Ahmedabad-380013
6. Whether listed company Yes, Bombay Stock Exchange (BSE Ltd.)
7. Name, Address & contact details of the Sharepro Services(India)Private
Registrar & Transfer Agent, if any. LimitedDevnandan Mall, Opposite Sanyas
Ashram, Ashram Rd, Madalpur Gam,
Ahmedabad, Gujarat079 2658 2381
II) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
S. No. Name and Description NIC Code of the % to total turnover
of main products / services Product/service of the company
1 The company is acting as transport N.A 100 %
service provider

(III) PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


S. No. Name and Address of the CIN/GLN Holding/Subsidiary % of Shares Applicable
Company Associate Held Section
1 N.A N.A N.A N.A N.A

Annual Report- 2015-2016 48


Chartered Logistics Ltd.
IV) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
I - Category-wise Share Holding

Category No. of Shares held at the beginning of No. of Shares held at the end of %
of Share the year the year Changeduring
holders the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoters

a)Individual/HUF 57107789 - 57107789 57.49% 54607789 - 54607789 54.97% -2.52%


b) Central Govt - - - - - - - -
c) State Govt (s) - - - - - - - -
d) Bodies Corp. - - - - 2500000 - 2500000 2.52% 2.52%
e) Banks / FI - - - - - - - -
l) Any Other - - - - - - - -
Sub-total (A) (1):- 57107789 - 57107789 57.49% 57107789 - 57107789 57.49% 0.00%
(2) Foreign
a) NRIs - - - - - - - - -
Individuals
b) Other I - - - - - - - - -
ndividuals
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A) (2):- - - - - - - - - -
Total share 57107789 - 57107789 57.49% 57107789 - 57107789 57.49% 2.52%
holding of
Promoter
(A) =(A)(1)+(A)(2)
B. Public Share - - - - - - - - -
holding
Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture - - - - - - - - -
Capital Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) ForeignVenture - - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
2. Non-Institutions
a) Bodies Corp.
i) Indian 18414106 946000 19360106 19.49% 19172325 946000 20118325 20.25% 0.76%
ii) Overseas
b) Individuals

Annual Report- 2015-2016 49


Chartered Logistics Ltd.

Category No. of Shares held at the beginning of No. of Shares held at the end of the %
of Share Change the year[As on 31-March-2015] year[As on 31-March-2016] during
holders the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares

i) Individual
shareholders
holding
nominal share 4143377 1130010 5273387 5.31% 9306279 1190015 10496294 10.57% 5.26%
capital upto
Rs. 1 lakh
ii) Individual
shareholders
holding
nominal share
capital in
excess of 15883873 1656000 17539873 17.66% 9677457 1466000 11143457 11.22% -6.44%
Rs 1 lakh
c) Others 58845 58845 0.06% 474135 474135 0.48% 0.42%
Sub-total
(B)(2):- 38500201 3732010 42232211 42.51% 38630196 3602015 42232211 42.51% 0.00%
-Total Public - - - - - - - - -
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares
held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total
(A+B+C) 95607990 95607990 99340000 100.00% 95737985 3602015 99340000 100.00% 0.00%

Annual Report- 2015-2016 50


Chartered Logistics Ltd.
II SHAREHOLDING OF PROMOTERS & PROMOTER GROUP
SN Shareholders Shareholding at the beginning Shareholding at the end % change
Name of the year of the year in share
holding
during
the year
No. of % of total %of Shares No. of % of total % of
Shares Shares Pledged / Shares Shares of Pledged
of the encumbered the /encumb
company to total company ered to
shares total
shares
1 Lalit Kumar 18509000 18.63 - 23633000 23.79 - 5.16
Gandhi
2 Taruben Lalit 11944000 12.02 - 11944000 12.02 - 0.00
kumar Gandhi
3 Jayaben Kishor 6542000 6.59 - 6542000 6.59 - 0.00
kumar gandhi
4 Kishor Gyan- 6206000 6.25 - 3706000 3.73 - -2.52
chand gandhi
5 Rajendra Gyan- 5812000 5.85 - 5812000 5.85 - 0.00
chand Gandhi
6 Gyanchand 5124000 5.16 - 0.00 - - 5.16
Poonamchand
Gandhi
7 Santoshben 2894000 2.91 - 2894000 2.91 - 0.00
Rajendra
Kumar Gandhi
8 Harsh 47550 0.05 - 47550 0.05 - 0.00
Lalitkuma
Gandhi
9 Lalit Kumar 29239 0.03 - 29239 0.03 - 0.00
Gandhi (HUF)
10 Chartered - 0.00 - 2500000 2.52 - 2.52
Motors Pvt. Ltd.

(iii) CHANGE IN PROMOTERS SHAREHOLDING:


Sr. Name of Share Particulars Date Reason Shareholding Cumulative share
No. holder holding
during the year
No. of % of No. of % of
Shares Total Shares Total
Shares Shares
NA NA NA NA NA NA NA NA

Annual Report- 2015-2016 51


Chartered Logistics Ltd.

IV SHARE HOLDING PATTERN OF TOP SHARE HOLDERS : (OTHER THAN DIRECTORS, PROMOTERS AND
HOLDERS OF GDRs AND ADRs)
Sr. No. and Name of Shareholder Particulars Date Reason Shareholding Cumulative
shareholding
during the year
No. of % Of No. of % of
Shares Total Shares Total
Shares Shares
1. CHARTERED SPEED PVT. LTD. At the beginning of the year 3322900 3.34
Changes during the year 11/09/20105 Transfer -84 0.00 3322816 3.34
09/10/2015 Transfer -450000 -0.45 2872816 2.89
27/11/2015 Transfer -325000 -0.33 2547816 2.56
08/01/2016 Transfer -100000 -0.10 2447816 2.46
At the end of the year 2447816 2.46 2447816 2.46
2. Raj Raman Transport Pvt Ltd At the beginning of the year 10750900 10.82
Changes during the year 04/03/2016 Transfer -490000 -0.49 10260900 10.33
31/03/2016 Transfer -75000 -0.08 10185900 10.25
At the end of the year 10185900 10.25 10185900 10.25
3. Websmith India Pvt ltd At the beginning of the year 3445100 3.47
Changes during the year 11/09/2015 Transfer -200000 -0.20 3245100 3.27
25/09/2015 Transfer -307314 -0.31 2937786 2.96
30/09/2015 Transfer -269900 -0.27 2667886 2.69
09/10/2015 Transfer -208816 -0.21 2459070 2.48
16/10/2015 Transfer -317842 -0.32 2141228 2.16
11/12/2015 Transfer -1000000 -1.01 1141228 1.15
11/12/2015 Transfer 925000 0.93 2066228 2.08
25/12/2015 Transfer 59070 0.06 2125298 2.14
25/12/2015 Transfer -1059070 -1.07 1066228 1.07
31/12/2015 Transfer -669439 -0.67 396789 0.40
08/01/2016 Transfer -396789 -0.40 0 0.0
At the end of the year 0 0 0 0
4. hitesh Keharchand Jain At the beginning of the year 1200000 1.21
Changes during the year 23/10/2015 Transfer -250000 -0.25 950000 0.96
13/11/2015 Transfer -200000 -0.20 750000 0.75
27/11/2015 Transfer -100000 -0.10 650000 0.65
04/12/2015 Transfer -200000 -0.20 450000 0.45
18/12/2015 Transfer -200000 -0.20 250000 0.25
25/12/2015 Transfer -100000 -0.10 150000 0.15
08/01/2016 Transfer -150000 -0.15 0 0.00
At the end of the year 0 0 0 0
5. VIMAL BIPINCHANDRA PATEL At the beginning of the year 1090000 1.10
Changes during the year 23/10/2015 Transfer -200000 -0.20 890000 0.90
05/02/2016 Transfer -846929 -0.85 43071 0.04
18/03/2016 Transfer -500 0.00 42571 0.04
25/03/2016 Transfer -42571 -0.04 0 0.00
At the end of the year 0 0 0 0
6. DHAVAL KEHARCHAND JAIN At the beginning of the year 1078000 1.09
Changes during the year 23/10/2015 Transfer -300000 -0.30 778000 0.78
27/11/2015 Transfer -100000 -0.10 678000 0.68
04/12/2015 Transfer -400000 -0.40 278000 0.28
25/12/2015 Transfer -100000 -0.10 178000 0.18
At the end of the year 178000 0.18 178000 0.18
7. NIKHIL KEHARCHAND JAIN At the beginning of the year 999600 1.01
Changes during the year 06/11/2015 Transfer -300000 -0.30 699600 0.70
27/11/2015 Transfer -100000 -0.10 599600 0.60
04/12/2015 Transfer -200000 -0.20 399600 0.40
11/12/2015 Transfer -200000 -0.20 199600 0.20
At the end of the year 199600 0.20 199600 0.20

Annual Report- 2015-2016 52


Chartered Logistics Ltd.
Sr. No. and Name of Shareholder Particulars Date Reason Shareholding Cumulative
shareholding
during the year
No. of % Of No. of % of
Shares Total Shares Total
Shares Shares

8. TIRUPATI SHELTERS LTD At the beginning of the year 946000 0.95


Changes during the year - - -
At the end of the year 946000 0.95

9. RUCHITA AMIT SHAH At the beginning of the year 884000 0.89


Changes during the year 29/01/2016 Transfer -884000 -0.89 0 0
At the end of the year 0 0 0 0

10. AMIT KIRTILAL SHAH At the beginning of the year 552000 0.56
Changes during the year 29/01/2016 Transfer -552000 -0.56 0 0
At the end of the year 0 0 0 0

11. HEMANT ASHOKBHAI CHOURASIA At the beginning of the year 540000 0.54
Changes during the year - - - -
At the end of the year 540000 0.54

12. ASE CAPITAL MARKETS LIMITED At the beginning of the year 29100 0.03
Changes during the year 07/08/2015 Transfer -26100 -0.03 3000 0.00
14/08/2015 Transfer -2800 0.00 200 0.00
21/08/2015 Transfer -200 0.00 0 0.00
28/08/2015 Transfer 50 0.00 50 0.00
04/09/2015 Transfer 99950 0.10 100000 0.10
11/09/2015 Transfer -95000 -0.10 5000 0.01
18/09/2015 Transfer -4600 0.00 400 0.00
25/09/2015 Transfer 299600 0.30 300000 0.30
30/09/2015 Transfer 40250 0.04 340250 0.34
09/10/2015 Transfer -139447 -0.14 200803 0.20
16/10/2015 Transfer -50803 -0.05 150000 0.15
23/10/2015 Transfer -148700 -0.15 1300 0.00
30/10/2015 Transfer 200 0.00 1500 0.00
06/11/2015 Transfer 15 0.00 1515 0.00
13/11/2015 Transfer 1485 0.00 3000 0.00
20/11/2015 Transfer 500 0.00 3500 0.00
27/11/2015 Transfer -867 0.00 2633 0.00
04/12/2015 Transfer 5067 0.01 7700 0.01
11/12/2015 Transfer 495334 0.50 503034 0.51
18/12/2015 Transfer -502345 -0.51 689 0.00
25/12/2015 Transfer 1563366 1.57 1564055 1.57
31/12/2015 Transfer -1120416 -1.13 443639 0.45
08/01/2016 Transfer -443639 -0.45 0 0.00

At the end of the year 0 0 0 0


13. ASE CAPITAL MARKETS LTD At the beginning of the year 3000 0.00
Changes during the year 07/08/2015 Transfer -3000 0.00 0 0.00
28/08/2015 Transfer 7076 0.01 7076 0.01
11/09/2015 Transfer 50 0.00 7126 0.01
18/09/2015 Transfer -7076 -0.01 50 0.00
30/09/2015 Transfer -50 0.00 0 0.00
31/12/2015 Transfer 502800 0.51 502800 0.51
08/01/2016 Transfer 1000 0.00 503800 0.51
15/01/2016 Transfer -500000 -0.50 3800 0.00
19/02/2016 Transfer 66500 0.07 70300 0.07
04/03/2016 Transfer -10000 -0.01 60300 0.06
31/03/2016 Transfer 947200 0.95 1007500 1.01

At the end of the year 1007500 1.01 1007500 1.01

Annual Report- 2015-2016 53


Chartered Logistics Ltd.
Sr. No. and Name of Shareholder Particulars Date Reason Shareholding Cumulative
shareholding
during the year
No. of % Of No. of % of
Shares Total Shares Total
Shares Shares

14. NETWORTH STOCK BROKING LIMITED At the beginning of the year 140 0.00
Changes during the year 07/08/2015 Transfer -140 0.00 0 0.00
14/08/2015 Transfer 19100 0.02 19100 0.02
21/08/2015 Transfer -2000 0.00 17100 0.02
28/08/2015 Transfer 4250 0.00 21350 0.02
04/09/2015 Transfer 21140 0.02 42490 0.04
11/09/2015 Transfer 662300 0.67 704790 0.71
18/09/2015 Transfer 500 0.00 705290 0.71
25/09/2015 Transfer 348534 0.35 1053824 1.06
30/09/2015 Transfer -4985 -0.01 1048839 1.06
09/10/2015 Transfer -556062 -0.56 492777 0.50
16/10/2015 Transfer -102027 -0.10 390750 0.39
23/10/2015 Transfer -192240 -0.19 198510 0.20
30/10/2015 Transfer 14200 0.01 212710 0.21
06/11/2015 Transfer 2065 0.00 214775 0.22
13/11/2015 Transfer -1796 0.00 212979 0.21
20/11/2015 Transfer 10589 0.01 223568 0.23
27/11/2015 Transfer 87936 0.09 311504 0.31
04/12/2015 Transfer 198130 0.20 509634 0.51
11/12/2015 Transfer -61640 -0.06 447994 0.45
18/12/2015 Transfer 27813 0.03 475807 0.48
25/12/2015 Transfer 174767 0.18 650574 0.65
31/12/2015 Transfer -645099 -0.65 5475 0.01
08/01/2016 Transfer 15251 0.02 20726 0.02
15/01/2016 Transfer 66787 0.07 87513 0.09
22/01/2016 Transfer -4054 0.00 83459 0.08
29/01/2016 Transfer 1020282 1.03 1103741 1.11
05/02/2016 Transfer 24529 0.02 1128270 1.14
12/02/2016 Transfer 557730 0.56 1686000 1.70
19/02/2016 Transfer 17672 0.02 1703672 1.71
26/02/2016 Transfer -1703672 -1.71 0 0.00

At the end of the year 0 0 0 0

15. NITESH V SHAH HUF . At the beginning of the year 0 0


Changes during the year 16/10/2015 Transfer 298775 0.30 298775 0.30
23/10/2015 Transfer 201225 0.20 500000 0.50

At the end of the year 500000 0.50 500000 0.50


16. INDO THAI SECURITIES LIMITED At the beginning of the year 0 0
Changes during the year 11/12/2015 Transfer 500 0.00 500 0.00
18/12/2015 Transfer -500 0.00 0 0.00
31/12/2015 Transfer 377882 0.38 377882 0.38
08/01/2016 Transfer 175202 0.18 553084 0.56
15/01/2016 Transfer 30600 0.03 583684 0.59
22/01/2016 Transfer 23980 0.02 607664 0.61
29/01/2016 Transfer 57340 0.06 665004 0.67
05/02/2016 Transfer 27956 0.03 692960 0.70
12/02/2016 Transfer -500 0.00 692460 0.70
19/02/2016 Transfer 36200 0.04 728660 0.73
26/02/2016 Transfer 6600 0.01 735260 0.74
04/03/2016 Transfer 10000 0.01 745260 0.75
18/03/2016 Transfer 20005 0.02 765265 0.77
25/03/2016 Transfer -500 0.00 764765 0.77
31/03/2016 Transfer 327000 0.33 1091765 1.10
At the end of the year 1091765 1.10 1091765 1.10

Annual Report- 2015-2016 54


Chartered Logistics Ltd.
Sr. No. and Name of Shareholder Particulars Date Reason Shareholding Cumulative
shareholding
during the year
No. of % Of No. of % of
Shares Total Shares Total
Shares Shares

17. DHWAJA SHARES & SECURITIES At the beginning of the year 0 0


PRIVATE LIMITED
Changes during the year 04/12/2015 Transfer 717073 0.72 717073 0.72
25/12/2015 Transfer -480000 -0.48 237073 0.24
31/12/2015 Transfer -237073 -0.24 0 0.00
At the end of the year 0 0 0 0
18. AARTIE SUNIL ANANDPARA At the beginning of the year 0 0
Changes during the year 31/12/2015 Transfer 674075 0.68 674075 0.68
15/01/2016 Transfer -674000 -0.68 75 0.00
25/03/2016 Transfer 336962 0.34 337037 0.34
At the end of the year 337037 0.34 337037 0.34
19. DHWAJA COMMODITY SERVICES At the beginning of the year 0 0
PRIVATE LIMITED Changes during the year 15/01/2016 Transfer 674000 0.68 674000 0.68
25/03/2016 Transfer -674000 -0.68 0 0.00
At the end of the year 0 0 0 0
20. NDIA INFOLINE LIMITED At the beginning of the year 0 0
Changes during the year 08/01/2016 Transfer 10000 0.01 10000 0.01
15/01/2016 Transfer -10000 -0.01 0 0.00
29/01/2016 Transfer 2200 0.00 2200 0.00
05/02/2016 Transfer 844729 0.85 846929 0.85
12/02/2016 Transfer -846929 -0.85 0 0.00
19/02/2016 Transfer 1600 0.00 1600 0.00
26/02/2016 Transfer -1100 0.00 500 0.00
04/03/2016 Transfer -400 0.00 100 0.00
11/03/2016 Transfer -100 0.00 0 0.00
31/03/2016 Transfer 1075 0.00 1075 0.00
At the end of the year 1075 0.00 1075 0.00

21. ADROIT TRADELINK PRIVATE LIMITED At the beginning of the year 0 0


Changes during the year 25/09/2015 Transfer 300000 0.30 300000 0.30
30/09/2015 Transfer 300000 0.30 600000 0.60
09/10/2015 Transfer 69155 0.07 669155 0.67
16/10/2015 Transfer 749282 0.75 1418437 1.43
23/10/2015 Transfer -55000 -0.06 1363437 1.37
30/10/2015 Transfer 200000 0.20 1563437 1.57
13/11/2015 Transfer 219306 0.22 1782743 1.79
04/12/2015 Transfer 82500 0.08 1865243 1.88
11/12/2015 Transfer -39284 -0.04 1825959 1.84
25/12/2015 Transfer 299053 0.30 2125012 2.14
31/12/2015 Transfer -203037 -0.20 1921975 1.93
08/01/2016 Transfer 299784 0.30 2221759 2.24
22/01/2016 Transfer -56552 -0.06 2165207 2.18
At the end of the year 2165207 2.18 2165207 2.18

22. RAJYOG SHARE AND At the beginning of the year 0 0


STOCK BROKERS LTD
Changes during the year 28/08/2015 Transfer 4000 0.00 4000 0.00
04/09/2015 Transfer 1010 0.00 5010 0.01
11/09/2015 Transfer -2405 0.00 2605 0.00
18/09/2015 Transfer -2605 0.00 0 0.00
16/10/2015 Transfer 19972 0.02 19972 0.02
23/10/2015 Transfer -14796 -0.01 5176 0.01
30/10/2015 Transfer 18108 0.02 23284 0.02
06/11/2015 Transfer 90193 0.09 113477 0.11
13/11/2015 Transfer -18565 -0.02 94912 0.10
20/11/2015 Transfer 900 0.00 95812 0.10

Annual Report- 2015-2016 55


Chartered Logistics Ltd.
Sr. No. and Name of Shareholder Particulars Date Reason Shareholding Cumulative
shareholding
during the year
No. of % Of No. of % of
Shares Total Shares Total
Shares Shares
27/11/2015 Transfer 25025 0.03 120837 0.12
04/12/2015 Transfer -43210 -0.04 77627 0.08
11/12/2015 Transfer -76475 -0.08 1152 0.00
18/12/2015 Transfer 5690 0.01 6842 0.01
25/12/2015 Transfer 25429 0.03 32271 0.03
31/12/2015 Transfer -32271 -0.03 0 0.00
08/01/2016 Transfer 88992 0.09 88992 0.09
15/01/2016 Transfer -87776 -0.09 1216 0.00
22/01/2016 Transfer -1216 0.00 0 0.00
05/02/2016 Transfer 10634 0.01 10634 0.01
12/02/2016 Transfer 573014 0.58 583648 0.59
19/02/2016 Transfer -5000 -0.01 578648 0.58
26/02/2016 Transfer -6112 -0.01 572536 0.58
04/03/2016 Transfer 118078 0.12 690614 0.70
11/03/2016 Transfer 114462 0.12 805076 0.81
18/03/2016 Transfer -755 0.00 804321 0.81
25/03/2016 Transfer 24283 0.02 828604 0.83
31/03/2016 Transfer 25000 0.03 853604 0.86
At the end of the year 853604 0.86 853604 0.86
23. SHARAD KANAIYALAL SHAH At the beginning of the year 0 0
Changes during the year 31/03/2016 Transfer 1250000 1.26 1250000 1.26

At the end of the year 1250000 1.26 1250000 1.26


24. MONARCHNETWORTHCAPITALLIMITED At the beginning of the year 0 0
Changes during the year 26/02/2016 Transfer 1782753 1.79 1782753 1.79
04/03/2016 Transfer 526015 0.53 2308768 2.32
11/03/2016 Transfer 49813 0.05 2358581 2.37
18/03/2016 Transfer 8361 0.01 2366942 2.38
25/03/2016 Transfer -451800 -0.45 1915142 1.93
31/03/2016 Transfer -1428776 -1.44 486366 0.49
At the end of the year 486366 0.49 486366 0.49

Annual Report- 2015-2016 56


Chartered Logistics Ltd.
(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Sr. No. and Name of Shareholder Particulars Date Reason Shareholding Cumulative
shareholding
during the year
No. of % Of No. of % of
Shares Total Shares Total
Shares Shares

1. Lalit kumar Gandhi At the beginning of the year 18509000 18.63


Changes during the year 05/02/2016 Transfer 5124000 5.16 23633000 23.79
At the end of the year 23633000 23.79 23633000 23.79
2. Harsh Lalitkumar Gandhi At the beginning of the year 47550 0.05
At the end of the year 47550 0.05

3. Sandeep Shah At the beginning of the year 88613 0.09

At the end of the year 87690 0.09


4. Nirzari Shah At the beginning of the year 180000 0.18
At the end of the year 180000 0.18

5. Nisha Kanubhai Makwana At the beginning of the year 1013798 1.02


Changes during the year 18/09/2015 Transfer 7076 0.01 1020874 1.03
At the end of the year 1020874 1.03 1020874 1.03

Annual Report- 2015-2016 57


Chartered Logistics Ltd.
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for
payment.
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year

i) Principal Amount 6884.92 0.00 0.00 6884.92

ii) Interest due but not paid 0.00 0.00 0.00 0.00

iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 6884.92 0.00 0.00 6884.92

Change in Indebtedness during the 0.00 0.00 0.00 0.00


financial year

* Addition 0.00 0.00 0.00 0.00

* Reduction 0.00 0.00 0.00 0.00

Net Change 0.00 0.00 0.00 0.00

Indebtedness at the end of the financial year 0.00 0.00 0.00 0.00

i) Principal Amount 5652.75 0.00 0.00 5652.75

ii) Interest due but not paid 0.00 0.00 0.00 0.00

iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 5652.75 0.00 0.00 5652.75

Annual Report- 2015-2016 58


Chartered Logistics Ltd.

XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-


A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Lalit Kumar Nisha
Gandhi Makwana
1 Gross salary

(a) Salary as per provisions contained in 12,00,000 6,00,000 18,00,000


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, 1961

2 Stock Option 0 0

3 Sweat Equity 0 0

4 Commission- as % of profit- others, 0 0


specify

5 Others, please specify 0 0

Total (A) 12,00,000 6,00,000 18,00,000

Annual Report- 2015-2016 59


Chartered Logistics Ltd.
B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
SN Particulars of Remuneration Key Managerial Personnel

Company Secretary Total

Priti Shah
(Resigned w.e.f 08-04-2016)
1 Gross salary

(a) Salary as per provisions contained in 84,000 84,000


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, 1961

2 Stock Option

3 Sweat Equity

4 Commission
- as % of profit

others, specify

5 Others, please specify

Total (B) 84,000 84,000

Annual Report- 2015-2016 60


Chartered Logistics Ltd.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority Appeal made,if


Companies Act Description Penalty [RD / NCLT/ any (give Details)
/ Punishment/ COURT]
Compounding
fees imposed
A. COMPANY
Penalty N/A N/A N/A N/A N/A
Punishment N/A N/A N/A N/A N/A
Compounding N/A N/A N/A N/A
B. DIRECTORS
Penalty N/A N/A N/A N/A N/A
Punishment N/A N/A N/A N/A N/A
Compounding N/A N/A N/A N/A N/A
C. OTHER OFFICERS IN DEFAULT
Penalty N/A N/A N/A N/A N/A
Punishment N/A N/A N/A N/A N/A
Compounding N/A N/A N/A N/A N/A

Annual Report- 2015-2016 61


Chartered Logistics Ltd.

Independent Auditors Report


To the Members of Chartered Logistics Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Chartered Logistics Limited, which
comprise the balance sheet as at 31st March 2016, the statement of profit and loss and the cash flow
statement for the year then ended, and a summary of significant accounting policies and other explanatory
information.
Managements Responsibility for the Standalone Financial Statements
The Companys 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 and presentation of these standalone financial state-
ments 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 Account-
ing Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. 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.
Auditors Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
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
there under.
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 misstate-
ment.
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 auditors 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 Companys
preparation of the financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the
Company has in place an adequate internal financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates made by the Companys
Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Annual Report- 2015-2016 62


Chartered Logistics Ltd.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone 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 31st March 2016 and its profit and its cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure
a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
2. 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 purposes 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 the cash flow statement dealt with
by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Account-
ing Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on 31st March
2016 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;
and
(f) With respect to the other matters to be included in the Auditors Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements;
ii. The Company has made provision, as required under the applicable law or ac-
counting standards, for material foreseeable losses, if any, on long-term con-
tracts including derivative contracts and
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.
For VIDYA & CO.
Chartered Accountants
FRN: 308022E

Rajendra K. Nagar
Partner
M. No. 057240
Ahmedabad, 30th May 2016

Annual Report- 2015-2016 63


Chartered Logistics Ltd.

Annexure A to the Independent Auditors Report


The Annexure referred to in our Independent Auditors Report to the members of the Company on the
standalone financial statements for the year ended 31st March 2016, we report that:
1) (a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets;
(b) The Fixed Assets have been physically verified by the management in a phased manner,
designed to cover all the items over a period of three years, which in our opinion, is
reasonable having regard to the size of the company and nature of its business. Pursuant
to the program, a portion of the fixed asset has been physically verified by the manage-
ment during the year and no material discrepancies between the books records and the
physical fixed assets have been noticed.
(c) The title deeds of immovable properties are held in the name of the company.
2) (a) The management has conducted the physical verification of inventory at reasonable
intervals.
b) The discrepancies noticed on physical verification of the inventory as compared to books
records which has been properly dealt with in the books of account were not material.
3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liabil-
ity partnerships or other parties covered in the Register maintained under section 189 of the Act.
Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company
and hence not commented upon.
4) In our opinion and according to the information and explanations given to us, the company has
complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of
loans, investments, guarantees, and security.
5) The Company has not accepted any deposits from the public and hence the directives issued by the
Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of
the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits ac-
cepted from the public are not applicable.
6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government
under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.
7) (a) According to information and explanations given to us and on the basis of our examina-
tion of the books of account, and records, the Company has been generally regular in
depositing undisputed statutory dues including Provident Fund, Employees State Insur-
ance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax,
Cess and any other statutory dues with the appropriate authorities. According to the
information and explanations given to us, no undisputed amounts payable in respect of
the above were in arrears as at March 31, 2016 for a period of more than six months from
the date on when they become payable.
b) According to the information and explanation given to us, there are no dues of income tax,
sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on
account of any dispute.
Annual Report- 2015-2016 64
Chartered Logistics Ltd.
8) In our opinion and according to the information and explanations of Financial Institutions given
to us, the Company has not defaulted in the repayment of dues to banks. The Company has not
taken any loan from the government and has not issued any debentures. However the Company has
settled loans from Financial Institutions during the year and has duly recorded in accounts.
9) Based upon the audit procedures performed and the information and explanations given by the
management, the company has not raised moneys by way of initial public offer or further public
offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the
Order are not applicable to the Company and hence not commented upon.
10) Based upon the audit procedures performed and the information and explanations given by the
management, we report that no fraud by the Company or on the company by its officers or employ-
ees has been noticed or reported during the year.
11) Based upon the audit procedures performed and the information and explanations given by the
management, the managerial remuneration has been paid or provided in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule V to the Compa-
nies Act;
12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of
the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in compliance with section 177 and
188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as
required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanations given by the
management, the company has not made any preferential allotment or private placement of shares
or fully or partly convertible debentures during the year under review. Accordingly, the provisions
of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.
15) Based upon the audit procedures performed and the information and explanations given by the
management, the company has not entered into any non-cash transactions with directors or
persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not
applicable to the Company and hence not commented upon.
16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank
of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable
to the Company and hence not commented upon.
For VIDYA & CO.
Chartered Accountants
FRN: 308022E

Rajendra K. Nagar
Partner
M. No. 057240
Ahmedabad, 30th May 2016

Annual Report- 2015-2016 65


Chartered Logistics Ltd.

Annexure B to the Independent Auditors Report


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 Chartered Logistics Limited (the
Company) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the
Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 Con-
trols over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal financial con-
trols that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to companys 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, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys 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 Stan-
dards on Auditing, issued by 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 the Institute of Chartered Accountants of India. 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 finan-
cial 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 auditors 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 Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys 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

Annual Report- 2015-2016 66


Chartered Logistics Ltd.
external purposes in accordance with generally accepted accounting principles. A companys 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 dispo-
sitions 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 re-
garding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys
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 the Institute of Chartered Accoun-
tants of India.

For VIDYA & CO.


Chartered Accountants
FRN: 308022E

Rajendra K. Nagar
Partner
M. No. 057240
Ahmedabad, 30th May 2016

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Chartered Logistics Ltd.

BALANCE SHEET AS AT 31ST MARCH, 2016


(Figures in Rs Lakhs)
Particulars Notes 31st March 2016 31st March 2015
I EQUITY AND LIABILITIES
Shareholders Funds
Share Capital 1 993.40 993.40
Reserves and Surplus 2 2245.81 1558.09
Non Current Liabilities
Long Term Borrowings 3 1270.46 2249.18
Deferred Tax Liabilties (Net) 4 210.68 177.09
Current Liabilities
Short Term Borrowings 5 4382.29 4635.74
Trade Payables 6 106.92 114.61
Other Current Liabilties 7 24.38 37.63
Short Term Provisions 8 316.76 130.23
TOTAL 9550.70 9895.97
II ASSETS Non Current Assets
Fixed Assets
(i) Tangible Assets 9 2135.30 2297.87
Non-current Investments 10 221.58 151.87
Long-Term Loans and Advances 11 670.11 983.58
Other non-current assets 12 - -
Current assets
Inventories 13 151.36 149.70
Trade Receivables 14 4,769.54 5,026.15
Cash and cash equivalents 15 1,195.27 1,078.23
Short-term loans and advances 16 407.54 208.58
TOTAL 9550.70 9895.97

Significant Accounting Policies and Other Notes 22


The accompanying notes are an integral part of the financial statements.
This is the Balance Sheet referred to in our report of even date.
For VIDYA & CO. ON BEHALF OF THE BOARD OF DIRECTORS
Chartered Accountants
FRN:308022E
Rajendra K. Nagar Lalit Kumar Gandhi Harsh Gandhi
Partner Managing Director Executive Director
M. No. 057240
Place : Ahmedabad Nisha Makwana Shail N Shah
Date :30th May 2016 Chief Financial Officer Company Secretary

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Chartered Logistics Ltd.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016
(Figures in Rs Lakhs)
Particulars Notes 31st March 2016 31st March 2015

Revenue:
I. Revenue from Truck Fleet Operations 16422.09 17456.08
II. Other Income 17 533.58 431.02
III. Total Revenue ( I+II) 16955.67 17887.10
IV. Expenses:
Truck Fleet Operation and Hire Charges 15064.48 15932.32
Employee benefits expense 18 151.90 78.80
Finance Costs 19 680.48 978.19
Depreciation and Amortization 20 189.28 713.21
Other expenses 21 167.18 165.15
Total expenses 16253.31 17867.68
V. Profit before exceptional and extra
ordinary items and tax( III-IV) 702.36 19.42
VI Extraordinary Items:
Net off Income tax Refund 0.00 203.26
Liability Written back 121.72 0.00
VII. Tax expense
Provision for Current Tax 168.05 2.57
Deferred Tax Asset/(Deferrred Tax Laibility) (33.59) 141.03
VIII. PROFIT AFTER TAX (V + VI)-VII 622.44 361.15
Earnings per Equity Share:
(1) Basic 0.63 0.36

Significant Accounting Policies and Other Notes 22


The accompanying notes are an integral part of the financial statements.
This is the Balance Sheet referred to in our report of even date.
For VIDYA & CO. ON BEHALF OF THE BOARD OF DIRECTORS
Chartered Accountants
FRN:308022E
Rajendra K. Nagar Lalit Kumar Gandhi Harsh Gandhi
Partner Managing Director Executive Director
M. No. 057240
Place : Ahmedabad Nisha Makwana Shail N Shah
Date :30th May 2016 Chief Financial Officer Company Secretary

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Chartered Logistics Ltd.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016
(Figures in Rs Lakhs)
Particulars As at 31st As at 31st As at 31st As at 31st
March 2016 March 2016 March 2015 March 2015
A. Cash flows from operating activities:
Net Profit before Taxation and 702.36 19.42
Extra ordinary items
Adjustments for :
Depreciation expense 189.28 713.21
Interest and finance charges 680.48 978.19
Interest Dividend etc. received (292.78) (244.06)
(Profit)/Loss on sale of shares (Net) (22.95) (69.27)
(Profit)/Loss on sale of assets (Net) (211.82) (114.34)
Extra Ordinary Items :
Liability Written back 121.72 0.00
Income Tax Refund 0 203.26
Total adjustments 463.93 1467.00
Operating Profit before working capital 1166.29 1486.43
changes after extraordinary items
Adjustments :
Trade and other receivables 256.61 (34.27)
Inventories (1.66) (56.34)
Trade Payables (7.69) (216.75)
Short Term Loans & Advances (198.96) 337.52
Increase/(Decrease) in Other Current Liability (13.25) 35.05 50.18 80.33
Cash generated from operations 1,201.34 1566.76
Excess (Short) Provision Written back 186.53 (216.53)
Income Tax Provision (168.05) (2.57)
18.48 -219.09
Net cash provided by operating activities 1,219.82 1347.67
B. Cash flows from investing activities:
Cash payment to purchase fixed assets (180.31) (22.04)
Net Sale/ (Purchase) of investment (46.76) 105.98
Sale of Fixed assets 365.41 440.61
Long Term Loans & Advances 313.46 1426.17
Investing in other non current asset 0 0.19
Interest,Dividend etc. received 292.78 244.06
Net cash flow from Investing Activities 744.58 2194.97
C. Cash flows from financing activities:
Net increase/(decrease) in borrowings (1,166.90) (2,178.37)
Interest and finance charges paid (680.48) (978.19)
Net cash flow from financing activities -1847.37 -3156.56
Net increase in cash and cash equivalents (A+B+C) 117.03 386.07
Cash balance, April 1, 2015 1078.24 692.17
Cash balance, March 31, 2016 1195.27 1078.24
For VIDYA & CO. ON BEHALF OF THE BOARD OF DIRECTORS
Chartered Accountants
FRN:308022E
Rajendra K. Nagar Lalit Kumar Gandhi Harsh Gandhi
Partner Managing Director Executive Director
M. No. 057240
Place : Ahmedabad Nisha Makwana Shail N Shah
Date :30th May 2016 Chief Financial Officer Company Secretary
Annual Report- 2015-2016 70
Chartered Logistics Ltd.

1. SHARE CAPITAL
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Authorised Share Capital
250000000 equity shares of Rs 1/- each 2500.00 2500.00
Issued, Subscribed and Paid-up share Capital
100059000 equity shares of Rs 1/- each fully paid up. 1000.59 1000.59
Less: Equity Shares Forfeited 7.19 7.19
Total issued, subscribed and paid-up share capital 993.40 993.40
Reconciliation of the shares outstanding at the beginning and at the end of the reporting period (Figures
in Lakhs)
31st March 2016 31st March 2015
Equity Shares No. Amount No. Amount
At the beginning of the period 1000.59 1000.59 1000.59 1000.59
All shares at the beginning sub- 0.00 0.00 0.00 0.00
divided into 10 shares of Re. 1/- each
Issued During the period-Bonus Issue 0.00 0.00 0.00 0.00
Issued During the period-ESOP 0.00 0.00 0.00 0.00
Shares forfeited # 7.19 7.19 7.19 7.19
Outstanding at the end of the period 993.40 993.40 993.40 993.40
Of the above:
*In 2010-11, 49670000 equity shares of the face value of Rs 1/- each were allotted as Bonus Shares by
Capitalisation of Accumulated Balances in Profit & Loss Account.
# In 2009-10 71900 Equity Shares of the face value of Rs. 10/- each were forfieted, vide BSE Notice No.
20091209-5
Details of shareholders holding more than 5% shares in the company

31st March 2016 31st March 2015


Name of Shareholder No. % holding No. % holding
1.) Lalit Kumar Gandhi 23633000 23.79 18509000 18.63
2.) Taru Lalitkumar Gandhi 11944000 12.02 11944000 12.02
3.) Jayaben Kishorekumar Gandhi 6542000 6.59 6542000 6.59
4.) Kishore Gyanchanf Gandhi - - 6206000 6.25
5.) Rajendra Gyanchand Gandhi 5812000 5.85 5812000 5.85
6.) Gyanchand Gandhi - - 5124000 5.16
7.) Raj Raman Transport Private Limited 10185900.00 10.25 10750900 10.82

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Chartered Logistics Ltd.
2. RESERVES & SURPLUS
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
General Reserve
Opening Balance 111.23 135.21
Add:Transfer During The Year 0.00 (-23.98)
Closing Balance 111.23 111.23
Capital Reserve
Opening Balance 7.19 7.19
Add: During the year 65.27 0.00
Closing Balance 72.46 7.19
Surplus/(deficit) in the statement of profit and loss
Surplus - Opening Balance 1,439.68 1,078.52
Add: Profit for the year 622.44 361.15
Closing Bal of P & L account 2062.12 1439.67
Total Reserves and Surplus 2245.81 1558.09
3. LONG TERM BORROWINGS
31st March 2016 31st March 2015
Secured Loans: Rs Lakhs Rs Lakhs
Term loans (Due after one year)
Truck vehicles (Secured by Hypothecation of specific 1270.46 1583.78
Truck vehicles acquired under Financing Agreement)
Vehicle Loans(Secured by Hypothecation of specicfic 0.00 0.00
Motor Cars acquired under Financing Agreement)
Note:Term loan obligation is repayable by Monthly
Equated Installments beginning from the month
subsequent to taking the loan.General repayment
schedule is ranging from 3-5 years.
Unsecured Loan 0.00 665.41
(Repayable after one year)
1270.46 2249.18
4. Deferred Tax Liability (Net)
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
A. DEFERRED TAX LIABILITIES :
Arising on account of timing difference 177.09 0.00
-Depreciation 33.59 318.12
TOTAL ( A ) 210.68 318.12

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Chartered Logistics Ltd.
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Less :
B. DEFERRED TAX ASSETS :
Arising on account of timing difference 0.00 141.03
TOTAL ( B ) 0.00 141.03
TOTAL ( A-B ) 210.68 177.09
5. SHORT-TERM BORROWINGS
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Secured :
Term loans (Due within one year)
Truck vehicles(Secured by Hypothecation of specific 925.42 1391.44
Truck vehicles acquired under Financing Agreement
& mortgage by deposit of title deeds of Property)
Vehicle Loans(Secured by Hypothecation of specicfic
Motor Cars acquired under Financing Agreement) 0.00 5.42
Note:Term loan obligation is repayable by Monthly
Equated Installments beginning from the month
subsequent to taking the loan.
Working Capital Demand Loans
From Banks 3456.88 3238.88
(Secured by hypothecation of truck vehicles & book
debts and mortgage by deposit of title deeds of
Property & personal guarantee of directors)
Note: Working Capital Demand loan is repayable
on demand. Interest on loan utilised is payable on
monthly basis.
4382.29 4635.74
6. TRADE PAYABLES
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Sundry Creditors 106.92 114.61
106.92 114.61
7. OTHER CURRENT LIABILITIES
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Other Liabilities :
Unclaimed Dividend 5.08 5.08
Statutory Liability 8.30 9.79
Advance from Vendors 11.00 22.77
24.38 37.63
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Chartered Logistics Ltd.
* There are no amount due for payment to the Investor Education and Protection Fund under section 205C
of the Companies Act, 1956 as at the year end.
8. SHORT-TERM PROVISIONS
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Provision for Taxation 260.98 92.93
Unpaid Expenses 27.51 2.73
Unpaid Freight Expenses 28.27 34.57

316.76 130.23

9. TANGIBLE ASSETS
(Figures In Rs Lakhs)
Particulars Land Buliding Plant Trucks Vehicles Compu Furnitures Office TOTAL
& -ters and Equip
Machinery Fixtures ments

Comme Others
rcial

Cost or Valuation
At 1 April 2014 201.43 25.02 8.59 54.53 7987.83 221.68 62.50 26.79 76.88 8665.25
Additions 7.00 0.00 0.00 0.00 13.80 0.00 0.93 0.27 0.98 22.97
Disposals 0.00 0.00 0.00 4.97 2520.5 91.87 0.00 3.20 27.66 2648.16
As at March 31st, 2015 208.43 25.02 8.59 49.56 5481.17 129.81 63.43 23.86 50.21 6040.07
Additions/Adjustments 92.57 - - 0.55 84.96 - 1.13 0.34 0.76 180.31
Disposals/Adjustments 107 - - - 156.31 8.11 - - - 270.92
As at March 31st, 2016 194.49 25.02 8.59 50.11 5409.81 121.70 64.56 24.20 50.96 5949.46
Depreciation
At 1 April 2014 0.00 3.02 2.00 8.68 5151.63 89.44 46.35 10.70 14.14 5325.96
Charge for the year 0.00 0.39 0.13 7.67 651.74 26.13 11.00 3.89 12.27 713.21
Disposals 0.00 0.00 0.00 1.70 2,233.18 46.83 0.00 2.60 12.67 2296.98
As at March 31st, 2015 0.00 3.42 2.13 14.64 3570.19 68.75 57.35 11.97 13.74 3742.20
Charge for the year 0.39 0.13 6.57 151.71 13.63 3.89 3.15 9.80 189.28
Disposals/Adjustments 117.33 117.33
As at March 31st, 2016 0.00 3.81 2.26 21.22 3604.58 82.38 61.24 15.13 23.54 3814.15
Net Block
At 31st March 2015 208.43 21.61 6.46 34.91 1,910.97 61.06 6.08 11.89 36.47 2297.88
At 31st March 2016 194.49 21.21 6.33 28.89 1805.24 39.32 3.32 9.08 27.43 2135.30

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Chartered Logistics Ltd.

10. Non-Current Investment 31st March 2016 31st March 2015


Rs Lakhs Rs Lakhs
Trade Investments(valued at cost unless stated otherwise)
Investment in associates
Unquoted Equity shares of Chartered Motors Pvt. Ltd 24.00 24.00
24.00 24.00
Trade Investments(valued at cost unless stated otherwise)
Investment in equity instruments
Quoted & fully paid up 197.58 127.87
197.58 127.87
Aggregate amount of quoted Investment 197.58 127.87
Aggregate amount of unquoted Investment 24.00 24.00
Market value of quoted investment 137.74 132.71
221.58 151.87
11. LONG-TERM LOANS AND ADVANCES
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Security Deposit
Secured,considered good 121.68 192.06
121.68 192.06
Advances recoverable in cash or kind
Secured,considered good 484.14 747.58
484.14 747.58
Other Loans & Advances
MAT credit entitlement 64.30 43.95
64.30 43.95
TOTAL 670.11 983.58
12. OTHER NON-CURRENT ASSETS
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Prepaid Interest 0.00 0.00
0.00 0.00
13. INVENTORIES (valued at lower of cost and net realizable value)
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Stores and Spares 69.79 79.75
Truck Tyre Inventory 79.33 64.71
Diesel & Oil (Petrol Pump Ahmedabad) 2.24 5.24
151.36 149.70

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Chartered Logistics Ltd.

14. TRADE RECEIVABLES


31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Outstanding for more than six months :
Unsecured, considered good 0.00 0.00
0.00 0.00
Outstanding for less than six months :
Unsecured, considered good 4769.54 5026.15
4769.54 5026.15
15. CASH AND CASH EQUIVALENTS
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Cash on Hand 1162.88 844.69
Balances with banks :
On current accounts 9.17 206.80
Fixed Deposit (Due within a year) 23.22 26.74
1195.27 1078.23
The details of balances as on Balance Sheet dates with banks are as follows :
In Current Accounts
HDFC Dividend A/C 2.27 2.27
ICICI Bank 0.83 0.28
Indira Sahakari Bank 0.07 0.00
Kotak Mahindra Dividend A/C 2.81 2.81
State Bank of India 2.33 2.02
HDFC Bank 0.86 199.41
9.17 206.80
16. SHORT-TERM LOANS AND ADVANCES
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Prepaid Expenses 35.22 52.37
Advance to Vendors 14.51 1.08
Advance to employees 0.98 0.52
Tax deposit with authority 356.83 152.08
Advances recoverable in cash or kind
Secured,considered good 0.00 2.52
407.54 208.58

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Chartered Logistics Ltd.
17. OTHER INCOME
31st March 2016 31st March 2015
Interest Income on Rs Lakhs Rs Lakhs
Others 291.17 242.28
Dividend Income on
Long-term Investment 1.60 1.77
Other Non-Operating Income
(net of expenses directly attributable to such income)
Rent Income 0.32 0.70
Profit on sale of fixed assets 211.82 114.34
Profit on sale of Shares 22.95 69.27
Other Income 5.71 2.65
533.58 431.02
18. EMPLOYEE BENEFIT EXPENSES
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Salaries, Wages, & Bonus 117.50 48.25
Employees Welfare Expenses 27.36 23.07
Contribution to Provident Fund & other Funds 0.56 0.05
Medical Expenses 0.53 0.04
Kitchen & Mess Expenses 5.94 7.38
151.90 78.80
19. FINANCE COSTS
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Interest Expense :
On Term Loans 664.04 970.40
Other :
Bank & loan processing Charges 16.44 5.95
Interest to others 0.00 1.85
680.48 978.19
20. DEPRECIATION AND AMORTIZATION EXPENSE
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Depreciation of Tangible Assets 189.28 713.21
189.28 713.21

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Chartered Logistics Ltd.
21. OTHER EXPENSES
31st March 2016 31st March 2015
Rs Lakhs Rs Lakhs
Advertisement Expenses 0.95 0.50
Audit Fees 1.37 1.50
Books & periodicals 0.16 0.17
Business promotion 2.05 0.64
Donation Expenses 0.55 0.68
Electricity Expenses 8.63 9.33
Repairs & Maintenance :
Vehicles 3.53 1.76
Others 10.70 4.81
Travelling and Conveyance 14.73 13.48
Sundry Debts Write off 4.60 -
Insurance 21.92 31.86
Rent 30.20 35.59
Rates & Taxes 0.37 2.47
Printing & Stationery 6.16 7.11
Postage, Telephone and Communication 15.28 15.02
Office expenses 12.11 16.88
Legal & Professional Fees 13.57 8.60
Vehicle fuel & Running Expenses 8.37 10.79
GPS Exp 7.81 -
Miscellaneous Expenses 4.11 3.97
167.18 165.15
Details of Auditors Remuneration :
Audit Fees 1.15 1.12
Tax Audit Fees 0.23 0.37
1.37 1.50

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Chartered Logistics Ltd.
22. SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES TO ACCOUNTS
A) BASIS OF PREPARATION OF FINANCIAL STATEMENTS
a) These financial statements are prepared in accordance with Indian Generally Accepted
Accounting Principles (GAAP) under the historical cost convention on the accrual basis
except for certain financial instruments which are measured at fair values. GAAP com-
prises mandatory accounting standards as prescribed under Section 133 of the Compa-
nies Act, 2013 (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provi-
sions of the Act (to the extent notified) and guidelines issued by the Securities and Ex-
change Board of India (SEBI). Accounting policies have been consistently applied except
where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
b) All Income and Expenditure having material bearing on the financial statements are
recognized on accrual basis.
c) The Company accounts for freight income as soon as bills are raised and freight expenses
when the hired vehicle start towards its destination. Having regard to the size of the
Company and nature of its business, in the opinion of Management the foregoing is a
reasonable basis of applying the accrual basis of accounting.
B) Use of Estimates:
The presentation of the financial statements in conformity with the Generally Accepted Accounting
policies requires, the management to make estimates and assumptions that affect the reported
amount of Assets and Liabilities, revenues and Expenses and disclosure of contingent liabilities.
Such estimation and assumptions are based on managements evaluation of relevant facts and
circumstances as on date of financial statements. Difference between the actual results and esti-
mates are recognized in the period in which the result are known / materialized.
C) Revenue Recognition:
- Revenue/ Income and Cost/ Expenditure are generally accounted on accrual basis as they
are earned/ incurred, except those with significant uncertainties.
- Dividend income from investment is recognized as and when received.
- Other incomes are accounted for on accrual basis except when the recovery is uncertain,
it is accounted for on receipt basis.
- Claims made against the company are evaluated as to type thereof, period for which they
are outstanding and appropriate provision made. Claims are stated net of recoveries
from insurance companies and others.
- Administrative and other expenses are stated net of recoveries wherever is applicable.
D) Fixed assets
(i) The Gross Block of Fixed Assets is shown at the cost of acquisition, which includes Taxes,
Duties and other

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Chartered Logistics Ltd.
identifiable direct expenses.
(ii) Pursuant to the enactment of Companies Act 2013, the company has applied the estimated
useful lives as specified in Schedule II to the Companies Act 2013. Accordingly the unamortized
carrying value is being depreciated / amortized over the revised/ remaining useful lives.
(iii)The estimated life of Trucks have been revised to ten years from eight years.
F) Investments
Investments are accounted at the cost plus brokerage and stamp charges. Long term Investments
are valued at cost less provision for diminution other than temporary, in value, if any. Profit or
losses on investment are calculated on FIFO Method and it is accounted as and when realized.
G) Inventories
Inventories at year-end are valued at the Lower of the Cost Price or Net Realisable Value.
H) Retirement Benefits
a) Short term employee benefits are recognized as expenses at the undiscounted amount in
the profit and loss account of the year is which the related service is rendered.
b) Defined Contribution Plan:
Monthly contribution to the provident fund which is defined contribution schemes are
charged to profit & loss account and deposited with the provident fund authorities on
monthly basis.
Defined benefit Plans:
Gratuity to employees is not accounted for or provided for present or future liabilities as
per the provision of Accounting Standard 15 issued by Institute of Chartered Accountants
of India in respect of accounting for retirement benefits.
c) Termination benefits are charged to Profit & loss account in the year of payment.
I) Taxes on Income
a. Current tax is determined on the basis of amount of tax payable on taxable income for the
year.
b. In accordance with Accounting Standard; -22 Accounting For Taxes on Income issued by
The Institute of Chartered Accountants of India, amount of the deferred tax for timing
difference between the book and tax profits for the year is accounted for using the tax rate
and laws that have been enacted or substantively enacted as of the balance sheet date.
J) Expenses
Material known liabilities are provided for on the basis of available information / estimates with
the Management.
Whenever external evidences for expenses are not available, Management has taken care of proper
authorization of such expenses.
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Chartered Logistics Ltd.
K) Transaction in Foreign Currency
Foreign currency transactions are recorded at the exchange rate prevailing on the date of such
trasactions.
Foreign currency monetary assets and liabilities are reported using the closing rate. Gains and
losses arising on account of difference in foreign exchange rate on settlement / transaction of
monetary assets and liabilities on the closing date are recognized in the profit and loss account.
L) Borrowing Cost
Borrowing cost are recognized in the period to which they relate, regardless of how the funds have
been utilized, except where it relates to the financing of new assets requiring a substantial period
of time for their intended future use. Interest on borrowings if any is capitalized up to the date
when the asset is ready for its intended use. The amount of interest capitalized for the period is
determined by applying the interest rate applicable to appropriate borrowings.
M) Earning per Share
Basic earning per share is computed and disclosed using the weighted average number of common
shares outstanding during the year. Dilutive earning per share is computed and disclosed using
the weighted average number of common and dilutive common equivalent shares outstanding
during the year, except when the results would be anti-dilutive.
N) Impairments of Assets
At each Balance sheet date, the company reviews the carrying amount of fixed assets to determine
whether there is an indication that those assets have suffered impairment loss. If any such indica-
tion exists, the recoverable amount of assets is estimated in order to determine the extent of
impairment of loss. The recoverable amount is higher of the net selling price and value in use,
determined by discounting the estimated future cash flows expected from the continuing use of the
assets to their present value.
O) Provisions and Contingent Liabilities
Provisions involving substantial degrees of estimation in measurement are recognized when there
is present obligation as a result of past events and it is probable that there will be an outflow of
resources. Provisions (excluding long term benefits) are not discounted to its present value and
are determined based on best estimate required to settle the obligation at the balance sheet date.
These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
Contingent liabilities are not recognized but are disclosed in the notes to accounts. Contingent
assets are neither recognized nor disclosed in the financial statements.
P) Cash Flow Statement
The cash flow statement is prepared by the Indirect Method set out in Accounting Standard 3 on
Cash Flow Statements and present the cash flow by operating, investing and financing activities of
the company.
Cash and cash equivalent presented in the cash flow statement consist of cash on hand, Bank
balances and demand deposits with banks.

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Chartered Logistics Ltd.
Q. ADDITIONAL NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31st March, 2016.
1. In the opinion of Board of directors & Management, the current assets, current liabilities,
unsecured loans, loans and advances have been approximately of the value sated, if
realized in the ordinary course of business. The provision for depreciation and for all
known liabilities is adequate and not in excess of amounts reasonably necessary.
2. As the company operates in a single segment engaged in Transport service, Accounting
Standards 17 on Segment Reporting is not applicable.
3. Additional information pursuant to the provisions of New Schedule III of the Companies
Act, 2013.
A. Auditors Remuneration For the year For the year
ended 31.3.16 ended 31.3.15
Rs. Rs.
For Audit Fees 115000 112360
For Taxation & Other Capacity 22900 37472
Total 137400 149832
B. Directors Remuneration:
Rs Rs
Directors Remuneration Paid 1800000 1525000
C. The Company is engaged in the transportation business, in our opinion and informa
tion and explanation frommanagement, quantitative details are not applicable.
4. Calculation of Earning Per Share (EPS)
The numerators and denominators used for calculate the basic and Diluted EPS are as
follows.
Year Ended
31-03-2016 31-03-2015
A. Profit attributable to Shareholders
a) Profit for the year after tax (Rs. in 000) 50,072 15,789
(After tax but before prior period and
Extra ordinary items)
b) Profit attributable to Equity Share holders 62,244 36,115
(Rs. in 000)
B. Basic and weighted average number of equity share 99340000 99340000
Outstanding during the year.
C. Nominal value of Equity Shares (Rs.) 1 1
D. Basic and Diluted EPS (Rs.) 0.63 0.36
* After considering Split and Bonus Shares
Annual Report- 2015-2016 82
Chartered Logistics Ltd.
5. Related Party Transaction:
As per Accounting Standard 18 on related party disclosures:, disclosures of transactions with
related parties as defined therein are given below.
List of related parties with whom transactions have taken place and Nature of relationship.
a) Key Management Personnel (KMP):-
Mr. Lalit G. Gandhi, - Managing Director
Mr. Harsh Gandhi, - Executive Director
b) Relatives of KMP
Chartered Motors Pvt. Ltd. - Mr. Harsh Gandhi- Director
Raj Marketing - Mrs. Taru Gandhi-Proprietor (Wife of Mr.
Lalitkumar Gandhi)
Transactions with Related Parties during the year :
The following transactions were carried out with the related parties in the ordinary course of Bus
ness.
A) Details of Related party transaction with relatives of KMP:
Name of Transactions Volume of Transactions
Current Year Previous Year
Rs Rs
1. Expenses
Purchase of Spare Parts 73,53,373/- 8067225/-
(Chartered Motors Pvt. Ltd.)
Purchase of Spare Parts 2,18,71,832/- 99,49,327/-
Sale of Services 10,76,750/- 5,32,900/-
(Raj Marketing)
6. Employee Benefits:
a) Defined Benefit Plan:
No Liability in respect of present future liability of gratuity has been ascertained and
provided in the accounts (Pre. Yr. Not ascertained and provided for). This is in contraven-
tion with the accounting standard 15 issued by the ICAI, in respect of accounting for
retirement benefits.
a) Defined Contribution Plan:
The Company has recognized the following amount in P & L account which is included
under contribution to funds.

Annual Report- 2015-2016 83


Chartered Logistics Ltd.
Particulars Amounts
(In Rs.)
2015-16 2014-15
Contribution to Provident Fund 56227/- 4637/-
7. The companies have not received informations from the suppliers regarding their status under the
Micro, small and Medium Enterprises Development Act, 2006. Hence, disclosure, if any relating to
amount unpaid as at the balance sheet date together with interest paid or payable as per the
requirement under the said act, have not been made.
8. Investment of the company has been considered by the management to be of long-term nature and
hence they are valued at cost of acquisition. In respect of quoted investments where the market
value is lower than the acquisition cost, no provision is made for diminution in the value of such
investments, since in the opinion of the board it is a temporary phenomenon and no provision is
necessary.
9. In the opinion of the Board, current assets, loans and advances have a value of the least equal to
the amounts shown in the Balance sheet, if realized in the ordinary course of business. The provi-
sion for all known liabilities is adequate and not in excess of amount considered reasonably
necessary.
10. Expenditure incurred on employees who were in receipt of not less than Rs.60,00,000/- per year if
employed through out the year and Rs.500000/- per month if employed for a part of a month - Rs. NIL
11. Due to change in estimation depreciation for the year 2015-16 has decreased by Rs. 305.16 Lakhs.
12. The Company during the year has settled loans taken from the lenders and has earned Rs.121.72
Lakhs as extra ordinary income for loan liabilities no longer payable. Moreover the Company has
also saved Rs.65.27 Lakhs on term liability no longer payable and has credited the same to Capital
Reserve on settlement.
14. Additional information pursuant to the provisions of new schedule III to the Companies Act, 2013
to the extent applicable, is given below:
(a) Expenditure in Foreign Currency : NIL
CIF Value of Income & Expenses : NIL
15. Figures of the Previous Financial Year 2014-15 have been regrouped / reclassified wherever nec-
essary to conform to the current year classification and presentation.

For VIDYA & CO. ON BEHALF OF THE BOARD OF DIRECTORS


Chartered Accountants
FRN:308022E
Rajendra K. Nagar Lalit Kumar Gandhi Harsh Gandhi
Partner Managing Director Executive Director
M. No. 057240
Place : Ahmedabad Nisha Makwana Shail N Shah
Date :30th May 2016 Chief Financial Officer Company Secretary

Annual Report- 2015-2016 84


Chartered Logistics Ltd.

Form No. MGT-11


Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the Member(s)
Registered Address
E-mail Id Folio No /Client ID DP ID
I/We, being the member(s) of ____________shares of the above named company. Hereby appoint

Name : E-mail Id:


Address:
Signature , or failing him

Name : E-mail Id:


Address:
Signature , or failing him

Name : E-mail Id:


Address:
Signature , or failing him

as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the ______________Annual General Meeting / Extra-Ordinary
General Meeting of the company, to be held on the ____ day of ___at_____ a.m. / p.m. at ____________(place) and at any adjournment thereof in
respect of such resolutions as are indicated below:

Sl. No. Resolution(S) Vote


For Against
1. Adoption of statement of Profit & Loss, Balance Sheet, report of Directors and Auditors
for the financial year 31st March, 2016
2. Re-appointment of director(s) retiring by rotation
3. Ratification of appointment of Statutory Auditors
4. Appointment of Ms. Nirzari Shah (DIN: 01946102) as Woman Director w.e.f. 6th Au-
gust, 2016
5. Regularisation of Mr. Ashok Kavdia (DIN: 00054601) as a Non-Executive Independent
Director
6 Revision in the remuneration of Mr. Lalit Kumar Gandhi (DIN: 00618427), Managing
Director of the Company
7. Revision in the remuneration of Mr. Harsh Gandhi (DIN: 03045752), Executive Director
of the Company

* Applicable for investors holding shares in Electronic form.Affix Revenue Stamps Affix Revenue
Stamp
Signed this _____day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the shareholder


across Revenue Stamp

Note:
1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than
48 hours before the commencement of the Meeting.
2) The proxy need not be a member of the company.

Annual Report- 2015-2016 85


Chartered Logistics Ltd.

ATTENDANCE SLIP

21st Annual General Meeting on ______________________________________________________________

Full name of the members attending __________________________________________________________


(In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held: ________________________

Name of Proxy _____________________________________________________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the21st Annual General Meeting of the Chartered Logistics Ltd.

Date........ (Members /Proxys Signature)


Note:
1) Members are requested to bring their copies of the Annual Report to the meeting, since further
copies will not be available.
2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than
FORTY EIGHT HOURS before the commencement of the meeting.
3) A Proxy need not be a member of the Company.
4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy,
shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be deter-
mined by the order in which the names stand in the Register of Members.
5) The submission by a member of this form of proxy will not preclude such member from attending
in person and voting at the meeting.

Annual Report- 2015-2016 87

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