The Board of Directors are pleased to present the 2nd Annual Report of the Company together with itsAudited Financial Statements for the Financial Year (‘FY’) ended March 31,2024.
During the year under review, the performance of your Company was as under:
Particulars
Standalone
Year ended31st March, 2024
Year ended31st March, 2023
Revenue from operations
4,01,46,959
1,01,03,460
Total Expenses
3,68,59,665
86,55,490
Profit/(Loss) before taxation
32,87,294
14,47,971
Less : Tax Expense
8,89,258
3,61,993
Profit/(Loss) after tax
23,98,036
10,85,978
EPS (Basic)
1.19
8.93
EPS (Diluted)
STATE OF COMPANY’S AFFAIRS
The Company is engaged in the business of logistics and transportation. Your Company has achieved atotal income of Rs. 4,01,46,959/- during the year under review as against Rs. 1,01,03,460/- in theprevious financial year. The net profit after tax of the Company for the year under review is Rs.23,98,036/- as compared to profit of Rs. 10,85,978/- for the previous year. The net profit before tax forthe year under review is Rs. 32,87,294/- as compared to profit of Rs. 14,47,971/- for the previous year.
Our Company is engaged in the business of providing surface logistics services viz. goods transport serviceswith the primary focus being the state of Gujarat. Our Company offers its services to other logisticcompanies, including surface logistic companies and to direct customers. The range of services offered byour Company includes bulk load, Full Truck Load (FTL) service and dedicated load. Our Company alsoprovide dedicated load service, which includes multiple pickups and drops. Our Company mainly servestransport contractors and industrial customers, who have requirement to transport bulk quantities of theirgoods from one place to another within India.
The future outlook for the express logistics industry specifically, is positive owing to several governmentinitiatives that are actively being executed. In an attempt to propel the growth of the logistics sector evenfurther, the Government has also actively invested in Logistics Parks and included several initiatives inthe Government Budget. The Company expects to do better in future so that the Company is in betterposition to serve the customers.
There has been no change in nature of the Business during the year under review.
With a view to conserve the resources for expansion of the business activities and working capitalrequirements of the Company, the board of directors of the Company have not recommended anydividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within themeaning of the provisions of Section 125 of the Companies Act, 2013.
The Company on voluntary basis has adopted the Dividend Distribution Policy and the said policy isavailable on the website of the Company i.e. www.gconnectlogitech.com under investor section.
There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of theCompanies Act, 2013.
The Company has not accepted deposits from the public during the year under review. No deposits wereoutstanding at the beginning or at the closure of the financial year under review.
During the year the capital structure went below changes:
• The Company had increased its authorized capital to Rs. 3,00,00,000/-.
• The Company had issued and allotted 2,00,000 number of equity shares under Rights Issue Basis to
eligible shareholders/renounces.
• The Company had issued and allotted 2,92,500 number of equity shares under Rights Issue Basis to
• The Company had issued and allotted 13,99,919 number of equity shares pursuant to Bonus Shares.
• The Company had issued and allotted 2,52,000 number of equity shares under Rights Issue Basis to
• The Company had increased its authorized capital to Rs. 4,00,00,000/-.
• The Company had issued 14,01,000 number of equity shares under Initial public offering.
The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013are provided in the notes to the financial statements.
The Company does not have subsidiary company, joint venture or associate companies during the year.
There is no company, which has ceased to be Company’s subsidiary, joint venture or associatecompany during the year. The Company does not require to prepare consolidated financial statements.
The composition of the Board of Directors and Key Managerial Personnel underwent changes set outbelow:
> Mr. Hareshkumar chandubhai vankani was appointed as a chief financial officer of the Companyw.e.f. June 09, 2023.
> Ms. Khushbu Jignesh Shah was appointed as an Additional Independent Director of theCompany w.e.f. June 28, 2023 and later on Members reconfirmed her appointment.
> Mr. Jigar Vinodbhai Sheth was appointed as the Managing Director of the Company w.e.f. August01,2023.
> Mr. Parthiv Bharatbhai Barad was appointed as an Additional Independent Director of theCompany w.e.f. October 19, 2023 and later on Members reconfirmed his appointment.
> Mrs. Ankita Jayesh Malde was appointed as the Company Secretary & Compliance Officer ofcompany w.e.f. October 19, 2023.
> Change in designation of Mr. Vinod Venilal Sheth as a Chairman & Non-executive Director ofCompany w.e.f. October 19, 2023.
> Mr. Vinod Venilal Sheth, Chairman of the Company, being longest in office, retires by rotationand being eligible, offers himself for reappointment.
Your Company has changed its status from the “Private Limited Company” to the “Public LimitedCompany” in order to raise funds via Initial Public Offer and make it listed on the stock exchange.
During the financial year, your Company has debuted in the capital market by making an “Initial PublicOffer of 14,01,000” Equity Shares to the public at large via Prospectus which was opened forsubscription on March 26, 2024 and closed on March 28, 2024 and subsequently, the shares of theCompany has been listed on the BSE SME Platform dated April 03, 2024. Further, the Directors placedon record their appreciation of contributions made by the entire IPO team with all the dedication,diligence and commitment which led to successful listing of the Company’s equity shares on the BSESME platform. Further, the success of the IPO reflects the trust and faith reposed in Your Company bythe Investors, customers and business partners and your Directors thank them for their confidence inYour Company.
The Company has received necessary declarations from each of the Independent Directors to the effectthat they respectively meet the criteria of independence as stipulated under Section 149 (6) of theCompanies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) andRegulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to theirsatisfaction. The Board of Directors have satisfied themselves about the integrity, expertise andexperience (including the proficiency) of the independent directors of the Company.
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination andremuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel asper Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended from time to time is available on the website of theCompany i.e. www.gconnectlogitech.com under investor section.
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) is notapplicable to the Company during the Financial Year under review. The statement containing names oftop ten employees in terms of remuneration drawn and the particulars of employees as required under,Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, is available for inspection and any Member interested in obtaining a copy of the same may write tothe Company Secretary and Compliance Officer of the Company.
During the year under review, the Board of Directors of the Company duly met 16 (Sixteen) times. Theapplicable details of these Board meetings including the attendance of the Directors at those meetingsare given in the report on Corporate Governance which forms part of the Annual Report.
The Company has the following 3 (Three) Board Committees which have been established incompliance with the requirement of applicable law(s) and statute(s) and function accordingly:
> Audit Committee
> Nomination and remuneration Committee
> Stakeholders Relationship Committee
The Board adopted the evaluation performed by the Independent Directors on the Board’s performancecarried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factorslike ‘compliances with the provisions of the applicable act(s), rules, regulations’ and ‘corporategovernance norms’. Satisfaction has been recorded about the performance based on the aforesaidcriteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy ofcomposition, execution and performance of specific duties, obligations and governance, quorum,compliance with procedures applicable for the conduct of meetings, and review of the recommendations
and decisions of the committees. The Board records its satisfaction about the performance of all thecommittees of the Board. The performance evaluation of Chairperson of the Company has been carriedout by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted bythe Board. The performance evaluation of non-independent directors has been carried out by theIndependent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by theBoard. The remaining members of the Board were evaluated at the Board Meetings based on variousparameters like attendance, level of their engagement, contribution, independency of judgment,contribution in safeguarding the interest of the Company and other relevant factors.
The Board of Directors of the Company confirms that:
> In the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures, if any;
> They had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company for that period;
> They had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
> They had prepared the annual accounts on a going concern basis;
> They had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and
> They had devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s.NGST & Associates, Chartered Accountants (FRN: 135159W), is appointed as Statutory Auditor of theCompany at the Annual General Meeting held on July 07, 2023, to conduct statutory audit till theconclusion of the 6th Annual General Meeting of the Company to be held for the financial year ended on31st March, 2028.
The Auditor’s Report for the financial year ended 31st March, 2024 does not contain any qualification,adverse remark, reservation or disclaimer and therefore, does not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act, 2013.
The Company has in place adequate internal financial controls in order to ensure that the financialstatements of the Company depict a true and fair position of the business of the Company. TheCompany continuously monitors and looks for possible gaps in its processes and its devices and adoptsimproved controls wherever necessary.
Except described below, there has been no material changes and commitments, that affect the financialposition of the Company from the end of the financial year of the Company to which the financialstatements relate till the date of the directors’ report.
During the Year under review, your Company has decided to debut in the capital market by making InitialPublic Offer of 14,01,000 (Fourteen Lakhs One Thousand) Equity Shares at Issue Price of Rs.40/- pershare (which includes Face Value of Rs.10/- and premium of Rs.30/-) which was opened for subscriptionon March 26, 2024 and closed on March 28, 2024.
Accordingly, your Company by passing a Board Resolution dated April 01, 2024 has made an allotmentof the above-mentioned equity shares as subscribed through Initial Public Offer and listed on BSE SMEPlatform dated April 03, 2024.
The Board of your Company has adopted Risk Management plan to create and protect shareholdersvalue by identifying and mitigating major operating, and external business risk. Currently the board isresponsible for reviewing the risk management plan and ensuring its effectiveness. The Companyrecognizes that the emerging and identified risks need to be managed and mitigated to (a) protect itsshareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enablesustainable growth.
The details of various risks that are being faced by the Company are provided in Management Discussionand Analysis Report, which forms part of this Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return ason 31st March, 2024 is available on the Company’s website i.e. www.gconnectlogitech.com underinvestor section.
Related party transactions that were entered into during the financial year were on arm’s length basisand were in the ordinary course of business. The information on transactions with related parties,compiled in Form AOC-2, appears at “Annexure 1” to this report.
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, readwith the Companies (Accounts) Rules, 2014, appears at “Annexure 2” to this report.
The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company.However, the Company has voluntarily attached report on “Corporate Governance” except a certificatefrom a company secretary in practice that none of the directors on the board of the company have beendebarred or disqualified from being appointed or continuing as directors of companies by theBoard/Ministry of Corporate Affairs or any such statutory authority and Compliance certificate from eitherthe auditors or practicing company secretaries regarding compliance of conditions of corporategovernance shall be annexed with the directors’ report.
The Management Discussion and Analysis Report, highlighting the important aspects of the business ofthe Company appears separately in the Annual Report.
The Company provides an avenue to the Directors and Employees of the Company to report without fearany instance of actual or suspected violation, wrong doings or any illegal or unethical or improperpractice which may adversely impact the image and / or the financials of the Company. For this, theCompany has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees toreport genuine concerns.
This provides for adequate safeguards against victimization of employees and Directors who wish to usethe vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularlymonitored by the Audit Committee. However, no complaints or instances in this regard have beenreported. The said policy is available on the Company’s Website i.e. www.gconnectlogitech.com underinvestor section.
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace(Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review.Further, the Company did not require to constitute Internal Complaints Committee under the SexualHarassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
Your directors state that no disclosure or reporting is required in respect of the following matters under theCompanies Act, 2013, and SEBI Regulations either on account of absence of any transaction or theinapplicability of the provisions:
> Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
> Appointment of Secretarial Auditor as required pursuant to the provisions of Section 204 (1) of theCompanies Act, 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.
> The Company has not transferred an amount to capital reserve during the year.
> Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148of the Companies Act, 2013.
> Details of difference between amount of the valuation done at the time of one time settlement and thevaluation done while taking loan from the Banks or Financial Institutions.
> Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation ofmoney raised by public issue.
> Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture)rules, 2014 regarding issue of equity shares with differential rights.
> Details of any scheme for providing money for the purchase of shares of the Company by employees forthe benefit of employees.
> Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
> Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.
> The company has not bought back any of its securities/ not issued any sweat equity shares / not providedany Stock Option Scheme to its employees / not issued any equity shares with differential rights.
> Details of policy developed and implemented on corporate social responsibility.
> Receipt of any commission from the Company or remuneration from any of its subsidiary by the ManagingDirector or the Whole time Directors of the Company as per section 197(14).
> Revision in the financial statements (apart from regrouping adjustments) or directors’ report in any of thethree preceding financials years.
> Significant or material orders passed by the regulators, courts, tribunals impacting the going concernstatus and Company’s operations in future.
> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGMENT
Your directors place on records their gratitude to the Central Government, State Governments andCompany’s Bankers for the assistance, co-operation and encouragement they extended to the Company.Your directors also wish to place on record their sincere thanks and appreciation for the continuingsupport and unstinting efforts of investors, vendors, dealers, business associates and employees inensuring an excellent all around operational performance.
For and on behalf of the Board of Directors ofGconnect Logitech and Supply Chain Limited
Vinod Venilal Sheth(DIN-09679045)
Chairman
Date- September 02, 2024Place- Bhavnagar