Your directors are presenting the Twelfth Annual Report together with the Audited financial statements and the Auditors’ Report on the business and operations of your Company for the financial year ended March 31, 2024.
1. FINANCIAL SUMMARY
Financial highlights of your Company for the year ended March 31, 2024 are summarized below:
(Amount in lacs)
|
Particulars
|
For the Year ended March 31, 2024
|
For the Year ended March 31, 2023
|
|
Net Sales /Income from Business Operations
|
7877.25
|
7687.08
|
|
Other Income
|
49.27
|
28.69
|
|
Total Income
|
7926.52
|
7715.77
|
|
Less: Total expenses including Depreciation
|
(7512.85)
|
(7317.91)
|
|
Profit/(Loss) after depreciation and other expenses
|
413.67
|
397.86
|
|
Less: Exceptional Items Taxes
|
(372.13)
|
(103.12)
|
|
Net Profit/(Loss) after Tax
|
41.54
|
294.74
|
|
Other comprehensive income
|
-
|
-
|
|
Total comprehensive loss for the year, net of tax
|
41.54
|
294.74
|
|
Earnings per share (Basic and Diluted)*
|
16.62
|
117.90
|
The Directors of the Company are taking all effective steps to increase the revenue and reduce the operating cost of the Company. Your directors are confident that the Company will grow and prosper in the coming years.
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS History:
Ashwini Container Movers Ltd. stands today as a renowned pan-India commercial transportation solution in the world of the freight delivery industry. We stepped into the transport world in Feb 2002, and till now, we have served a vast diversity of requests from a varied clientele base with great pride and integrity.
We operate in almost all terrains, making the whole of India accessible to national and international production. We are committed to keeping our services with global expectations and discoveries; when it comes to product handling, preservation, and transformation.
Our iournev so far:
Our belief in collaboration towards communal success means clients can fully trust our well-maintained networks, in-house staff, and partner companies and staff within the industry. We have striven as an institution to build authenticity and excellence in our services from the very beginning.
Our teams realise the importance of ecological accountability and changing trends in customer satisfaction. Hence, at Ashwini Container Movers Ltd., you will find a dedicated field of research and development that is far closing the gap between India and the world.
At present, the company owns 200 fleets of its; own, including a wide range of reefer and dry container vehicles, which includes 20 feet 40 feet Reefer and Non-Reefer container and more than 100 vehicles in associations.
3. CHANGE IN NAME AND CONSTITUTION OF THE COMPANY
The company was converted into a public limited company pursuant to Board resolution dated April 10, 2024 and special resolution passed by our Shareholders on May 8, 2024 and the name of our Company was changed from “Ashwini Containers Movers Private Limited” to ‘Ashwini Containers Movers Limited’. A fresh certificate of incorporation was obtained on August 07th, 2024 was accordingly issued by the RoC, CRC.
4. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business carried out by the Company during the period under review.
5. MATERIAL CHANGES AND COMMITMENTS: 2
There were no material changes & commitments between the end of the financial year to
which the financial statements related and the date of this report, affecting the financial position of the Company.
6. TRANSFER TO RESERVES
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the financial year under review.
7. DIVIDEND
In view of the Company’s operating performance during the current fiscal and the Company’s growth prospects, the Board has not recommended any dividend to the shareholders for the year ended March 31, 2024.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2024, Company doesn’t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.
8. SHARE CAPITAL AND DEBT STRUCTURE
a) Equity Share Capital
During the year under review, the Company has not issued or allotted any new equity shares.
The Authorized and Paid-up Share Capital of the Company stands at INR 25,00,000/- (Indian Rupees Twenty-Five Lakhs only), divided into:
- 2,50,000 (Two Lakhs Fifty Thousand) equity shares of INR 10/- (Indian Rupees Ten only) each.
After the closure of the financial year, the Company has increased its Authorized Share Capital from INR 25,00,000/- (Two Lakhs Fifty Thousand equity shares of INR 10/- each) to INR 10,00,00,000/- (One Crore equity shares of INR 10/- each)
b) Buy Back / Sweat Equity / Bonus Shares
During the year under review, the Company has not undertaken any buy-back of securities, nor has it issued any sweat equity or bonus shares.
c) Employee Stock Options
The Company has not granted or issued any employee stock options during the year under review.
9. BOARD OF DIRECTORS & COMMITTEES
a) Composition of the Board and changes thereto:
During the year under review, the Board of the Company was duly constituted.
As on March 31, 2024, the Board of the Company comprised 2 (Two) Directors namely: Mr. Bhaskar Kisan Pawar and Mr. Govind Janabhau Sable.
During the year, Ashwini Bhaskar Pawar (DIN: 06520039, Sujata Govind Sable (DIN: 05222728) and Sunita Bhaskar Pawar (DIN: 05222726) tendered their resignation from the position of Directorship on 28th December, 2023 which was taken on record by the Board of Directors on the same date with immediate effect.
After the closure of the financial year, The Company has appointed Sainath Bhaskar Pawar as Additional Director of the Company on 29th April, 2024.
b) Number of board meetings
The Board met 4 (Four) times during the year and the intervening gap between the meetings was within the period prescribed under the Companies Act 2013. The detail of the meeting is given hereunder:
|
Sr. No.
|
Date of Board Meeting
|
Director present
|
|
1.
|
06.06.2023
|
5
|
|
2.
|
15.09.2023
|
5
|
|
3.
|
28.12.2023
|
2
|
|
4.
|
15.02.2024
|
2
|
c) Board Committees:
Nomination and Remuneration Committee
The company is not required to constitute Nomination and remuneration committee as provisions of Section 178 of the Companies Act, 2013 and rules made thereunder are not applicable to the company for the financial year ended 31st March, 2024.
Stakeholders Relationship Committee
The company is not required to constitute Stakeholders Relationship Committee as provisions of Section 178 of the Companies Act, 2013 and rules made thereunder are not applicable to the company for the financial year ended 31st March, 2024.
The Risk Management Committee was constituted pursuant to resolution passed by the Board under the provision of Companies act 2013.
The scope and functions of the Risk Management Committee is in accordance with the Act.
Corporate Social Responsibility Committee
The company is not required to constitute CSR Committee as provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the company for the financial year ended 31st March, 2024.
d) Directors’ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2023-24 and of the profit and loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Annual Financial Statements have been prepared on a Going Concern basis;
v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
7. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review. The details relating to Deposits, covered under Chapter V of the Act are as under:
(a) accepted during the year: Nil
(b) remained unpaid or unclaimed as at the end of the year: Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
(i) at the beginning of the year: Nil
(ii) maximum during the year: Nil
(iii) at the end of the year: Nil
There are no deposits that have been accepted by the Company that are not in compliance with therequirements of Chapter V of the Act.
8. AUDITORS AND AUDITORS’ REPORT
a) Statutory Auditors:
M/s. C Sharat & Associates, Chartered Accountants (FRN: 128593W) have been appointed as Statutory Auditors of the Company at the Extra Ordinary General Meeting held on 24th August, 2024 for the financial year 2023-24, pursuant to casual vacancy caused by resignation of M/s. S D Gunjal & Co., Chartered Accountants, (Membership no. 31624.). The Statutory Auditors will hold office till the conclusion of the ensuing Annual General Meeting to be held this year.
The report of the Statutory Auditors does not contain any qualifications, reservations or adverse remarks or disclaimers on the standalone and consolidated audited financial statements of the Company.
b) Cost Auditors:
The Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products/services of the Company. In view of this, there is no requirement to furnish a cost audit of cost records of the Company.
c) Secretarial Audit:
The provisions of Secretarial Audit under Section 204 of the Companies Act, 2013, were not applicable to the Company during the financial year 2023-24.
d) Adequacy of internal financial controls with reference to financial statements:
The Company has laid down adequate internal financial controls commensurate with the scale and size of the operation of the Company. The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. These internal financial controls are periodically reviewed and monitored effectively.
The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company’s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has an adequate system of internal control commensurate with its size and nature of business. The Company believes that these systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuring compliance
e) Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government:
The Auditor’s Report doesn’t contain any information in relation to fraud.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has an Enterprise Risk Management Policy in place which defines purpose, objective and critical components of the Risk management process in the organization.
Risk Management is the process of identifying, assessing, measuring, monitoring and responding (minimizeand/or mitigate) to the risks across the enterprise in a way that is aligned with the organization’s objective.
10. POLICIES
a) VIGIL MECHANISM:
The purpose of Whistleblower Policy (“Policy”) is to provide a framework to promote responsible and secure raising of valid concerns. It aims to protect Employee(s) and Third Party(ies) wishing to raises concern about irregularities and unethical practices within the Company.
The Company has devised various modes for reporting such unethical practices through a dedicated helpline number, email support, online portal and through written communications.
The Company has put in place adequate measures for the visibility of the whistle blower policy to employees and stakeholders at the workplace and at the plants
b) DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.
The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behavior. The Company has duly constituted internal complaints committee as per the said Act.
During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to sexual harassment.
c) Nomination and Remuneration Policy
The company is not required to formulate the concerned policy since it is not required to constitute Nomination & Remuneration Committee as provisions of Section 178 of the Companies Act, 2013 and rules made thereunder for the financial year ended 31st March, 2024.
d) Policy on Related Party Transactions:
The company is not required to formulate the said policy for the financial year ended 31st March, 2024.
e) Corporate Social Responsibility Policy
The company is not required to formulate the concerned policy since it is not required to constitute CSR Committee as provisions of Section 178 of the Companies Act, 2013 and rules made thereunder for the financial year ended 31st March, 2024.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of the loans, guarantees and investments, as required under Section 186 of the Companies Act, 2013 are provided as part of the notes to the financial statements of the Company.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
None of the transactions with related parties fall under the scope of Section 188 (1) of the Companies Act 2013. The Board of Directors draw the attention to the financial statements which set out the related party disclosure pursuant to Indian Accounting Standard 24 (INDAS 24). The transactions disclosed therein were in ordinary course of business and on arms’s length basis.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions relating to Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo, as specified under Section 134(3)(m) of the Companies Act, 2013, are not applicable to the Company. As the Company was a private Company till August 7th, 2024; we do not have any significant transactions or operations that would necessitate these disclosures. However, the Company remains committed to sustainable practices and efficient resource management.
14. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.
15. ANNUAL RETURN
As required under the provisions of Companies Act 2013, the draft of the Annual Return of the Company has been placed on the website of the Company at https://ashwinimovers.com/.
Annual return web link: https://ashwinimovers.com/about-us/
16. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meeting of Board of Directors and General Meetings respectively have been duly complied with.
17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply since there was no dividend declared and paid last year and there no dividends required to be transferred to Investor Education and Protection Fund.
18. PENDING PROCEEDINGS UNDER THE IBC CODE, 2016
There are no pending proceedings filed against the Company under the Insolvency and Bankruptcy Code 2016.
19. VALUATION FOR LOANS OBTAINED FROM FINANCIAL INSTITUTIONS/ BANKS
There was no instance of one-time settlement with any Bank or Financial Institution during the period under review.
20. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
Behalf of the Board of Directors of Ashwini Container Movers Limited
Bhaskar Kisan Pawar Govind Janabhau Sable
Director Director
(DIN: 05222727) (DIN: 05222725)
Date: September 09, 2024 Date: September 09, 2024
Place: Mumbai Place: Mumbai
|