To,
The Members,
LAST MILE ENTERPRISES LIMITED
(Formerly Known as Trans Financial Resources Limited)
Your Directors have pleasure in presenting their 29th Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2024.
1. FINANCIAL HIGHLIGHTS:
The summarized Consolidated and standalone Financial Performance of your Company for
the Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:
(Rs. in lakhs)
|
Standalone |
Consolidated |
PARTICULARS |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operations |
22.96 |
5000 |
13102.44 |
5000 |
Other income |
349.87 |
319.69 |
812.87 |
319.69 |
Total Income |
372.83 |
5319.69 |
13915.31 |
5319.69 |
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
184.38 |
812.74 |
580.33 |
812.74 |
Less: Depreciation |
22.12 |
21.75 |
45.08 |
21.75 |
Profit/loss before Finance Costs, Exceptional items and Tax Expense |
162.26 |
790.99 |
535.25 |
790.99 |
Less: Finance Cost |
20.97 |
83.42 |
193.69 |
83.42 |
Profit/loss before Exceptional items and Tax Expense |
141.29 |
707.57 |
341.56 |
707.57 |
Less: Exceptional Items |
0 |
0 |
0 |
0 |
Profit / (Loss) Before Tax |
141.29 |
707.57 |
341.56 |
707.57 |
Provision for Tax & Deferred Tax |
38.20 |
250 |
38.20 |
250 |
Profit / (Loss) After Tax |
103.09 |
457.57 |
303.36 |
457.57 |
Other Comprehensive income (net of tax effect) |
0 |
0 |
0 |
0 |
Total Comprehensive income |
103.09 |
457.57 |
303.36 |
457.57 |
Further, the Audited Financial Statements for the Financial Year 2023-24, forming part
of this Annual Report, have been prepared in accordance with the Schedule III and Indian
Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs (MCA) and
The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of
the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.
2. BUSINESS PERFORMANCE:
STANDALONE:
During the current period, your company has total revenue of Rs. 372.83 Lakhs as
against Rs. 5319.69 Lakhs in the previous year. The Company has profit of Rs. 103.09 Lakhs
as compared to the profit of Rs. 457.57 Lakhs in the previous year. The company is
expecting more revenue and sure to grow in terms of net profit in the upcoming years. The
company will strive to improve its performance in long term prospects based on actual pace
of global economy.
CONSOLIDATED:
The company has acquired 84.89% stake in Damson Technologies Private and pursuant to
such acquisition the Damson Technologies Private Limited becomes the material subsidiary
of the Last Mile Enterprises Limited. During the current period, total revenue of the
company has Rs. 13915.31 Lakhs and profit of Rs. 303.36 Lakhs. In the near future, the
company expects to achieve more growth. The company is in business of mobile accessories,
smart watches, speakers, smart glasses etc.
3. STATE OF AFFAIRS OF THE COMPANY:
Last Mile Enterprises Limited (LMEL) is a dynamic conglomerate committed to innovation,
sustainability, and excellence across multiple industries. With a legacy of nearly three
decades, LMEL has established itself as a pioneer in shaping the future of various sectors
through its relentless pursuit of innovation and commitment to sustainability. LMEL
operates through three distinct sub-companies, each leading the charge in their respective
domains of Multipurpose Coatings (Japanese patented technology), Real-estate and mobility
and consumer electronics.
The company's approach towards growth has delivered satisfactory results during the
year 2023-24 as the company has carried out business activity during the year in
comparison to the previous year. The company is expecting more revenue and sure to grow in
terms of net profit in the upcoming years. The company will strive to improve its
performance in long term prospects based on actual pace of global economy.
4. DIVIDEND:
The Board of Directors are pleased to recommend payment of Dividend at 2.5% on equity
shares of Rs. 10/- each, amounting to Rs. 0.25 per share on post enhanced paid up equity
capital of the company to those shareholders whose names appear on the Register of Member
on Record date. With a view to share the profits of the company with its shareholders,
directors feel that recommendation of dividend is a way of appreciation to them.
5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
The company has not transferred any amount to reserves during the financial year
202324.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company is having dynamic, qualified, experienced, committed and versatile
professionals in the Management of the Company. In pursuance to provisions of
Section 203 of the Companies Act, 2013 ("the Act") read with relevant Rules
thereunder, the personnel of the Company who acted as "Key Managerial Personnel"
during the year under review are as appended below:
Name of Key Managerial Personnel |
Designation |
Mr. HARISHKUMAR RAJPUT |
Managing Director |
Mr. HARISHKUMAR RAJPUT |
Chief Financial Officer |
Ms. NIDHI BANSAL |
Company Secretary& Compliance Officer |
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mr. HEMRAJSINH
VEGHELA, (DIN: 00287055), Director of the Company retires by rotation at this ensuing
Annual General Meeting and has offered himself for reappointment.
The Board of Directors of your Company are fully committed to steering the organization
for long-term success through setting of strategies, delegating responsibilities and
providing an overall direction to the business, while effectively managing risks and
ensuring high quality of governance by keeping the Company on the path of Sustainable
growth and development.
The details of size and composition of the Board is provided in Corporate Governance
Report, which forms part of this Annual Report.
Further, all the Directors of the Company have confirmed that they are not disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Also, pursuant to Schedule V of the(10)(i) of SEBI (LODR) Regulation, 2015 ; the
Company has received a certificate from Practicing Company Secretary stating that the
Directors of the Company are not debarred or disqualified by the SEBI / Ministry of
Corporate Affairs or any such statutory authority.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committee of the Company.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under subsection
6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015.
7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AFTER THE CLOSURE OF FINANCIAL
YEAR:
Name of Key Managerial Personnel |
Designation |
Change in Designation |
Date of Changes |
DHARMENDRA NARANBHAI GOHIL |
Non-Executive -Non Independent Director |
Appointment |
06/04/2023 |
DHRUMANSINH INDRAJEETSINH RAJ |
Non-Executive -Non Independent Director |
Resignation |
06/04/2023 |
BRIJENDRA MARKANDEY PANDEY |
Non-Executive -Non Independent Director |
Appointment |
05/07/2023 |
JAIMINKUMAR HARISHCHANDRA SHAH |
Non-Executive - Independent Director |
Resignation |
11/12/2023 |
SURENDRASINH BAHADURSINH JHALA |
Non-Executive - Independent Director |
Appointment |
11/12/2023 |
8. MEETINGS:
During the Financial Year under review, the Board of Directors of the Company met for
15 (Fifteen) times for various agenda items of the Company, the same which were circulated
well in advance to the Board. The details of the meetings are duly mentioned in the
Corporate Governance Report, which forms part of this Annual Report.
The following are the dates on which the Board Meetings and Committee Meeting held
during the year under review:
Sr. No. |
Board Meeting |
Audit Committee Meeting |
Stakeholder Committee Meeting |
NRC Committee Meeting |
ID MEETING |
1. |
03.04.2023 |
29.05.2023 |
30.06.2023 |
10.06.2023 |
13.02.2024 |
2. |
06.04.2023 |
12.08.2023 |
30.09.2023 |
11.12.2023 |
- |
3. |
29.05.2023 |
10.11.2023 |
30.12.2023 |
- |
- |
4. |
10.06.2023 |
13.02.2024 |
30.03.2024 |
- |
- |
5. |
05.07.2023 |
- |
- |
- |
- |
6. |
21.07.2023 |
- |
- |
- |
- |
7. |
12.08.2023 |
- |
- |
- |
- |
8. |
10.11.2023 |
- |
- |
- |
- |
9. |
11.12.2023 |
- |
- |
- |
- |
10. |
04.01.2024 |
- |
- |
- |
- |
11. |
22.01.2024 |
- |
- |
- |
- |
12. |
30.01.2024 |
- |
- |
- |
- |
13. |
13.02.2024 |
- |
- |
- |
- |
14. |
15.03.2024 |
- |
- |
- |
- |
15. |
21.03.2024 |
- |
- |
- |
- |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.The necessary quorum was present at the meetings.
9. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success.
The Company believes that a truly diverse board will leverage differences in thought
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender, which will help the Company to retain its
competitive advantage. The Board has adopted the Board Diversity Policy which sets out the
approach to diversity of the Board of Directors. The policy is available on our website at
https://transfinancialrltd.com/Uploads/20160226033656932BoardDiversitvPolicy.pdf
10. COMMITTEES OF BOARD:
The company has several committees which have been established as a part of best
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statues.
The Board has constituted following Committees.
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholder's Relationship Committee
> Independent Director Committee
The details with respect to the compositions, powers, roles, terms of reference etc. of
relevant committees are given in detail in the Report on Corporate Governance' of
the company which forms part of this Annual Report.
11. ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2024 is available on the Company's
website and can be accessed at (www.lastmileenterprisesltd.com).
12. STATUTORY AUDITORS & AUDIT REPORT:
The Company has appointed M/S. PRAKASH TEKWANI & ASSOCIATES., Chartered
Accountants, (F.R.NO.120253W) as Statutory Auditors of the company for the term of five
consecutive financial year i.e. to hold the office till the conclusion of Annual General
Meeting for the Financial year 2024-25 at such remuneration as may be mutually agreed
between both the parties.
The Auditors comments on your company's accounts for year ended March 31, 2024 are
self-explanatory in nature and do not require any explanation as per provisions of Section
134 (3) (f) of the Companies Act, 2013.
13. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2023-24, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or officers
under section 143(12), the details of which need to be reported in Board's Report.
13.INTERNAL AUDIT AND FINANCIAL CONTROL:
The Company has appointed CA MITALI TILWANI & CO. (FRN: 139261W), CHARTERED
ACCOUNTANTS, as an Internal Auditor of the Company. The Board has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of 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 reports of Internal Audit are
reviewed by the Audit Committee of the Board.
14. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2023-24.
15. SECRETARIAL AUDIT:
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A.
Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report is enclosed as Annexure -I to the
Board's Report.
The Board of Directors of the Company has discussed the remarks as mentioned in
Secretarial Audit Report at arm's length. The qualification raised by the Secretarial
Auditor in its report and the justification of Board of Directors on the same are as
follows:
Sr. No |
Compliance Requirement (Regulatio ns/cir culars/ guidelines
including specific clause) |
Deviation |
Observations/ Remarks of the Practicing Company Secretary |
1. |
Regulation 30 of SEBI (LODR) Regulations,2015 and Para A.4 of Part A of Schedule III
of SEBI (LODR) Regulations, 2015 |
Delay in submission of financial results for the quarterly results for the month ended
June, 2023. |
The company has made delay in submission of the financial result within 30 minutes
from the conclusion of the meeting and has submitted clarification for the same as asked
by BSE. |
2. |
Regulation 30 of SEBI (LODR) Regulations,2015 and Para A.4 of Part A of Schedule III
of SEBI (LODR) Regulations, 2015 |
Delay in submission of financial results for the quarterly results in the form of PDF
for the month ended March, 2023. |
The company has made delay in submission of the financial result within 30 minutes
from the conclusion of the meeting. |
3. |
Regulation 30 of SEBI (LODR) Regulations, 2015 and Para A.4 of Part A of Schedule III
of SEBI (LODR) Regulations, 2015 |
Delay in submission of Financial results within 24 hours from the conclusion of the
board meeting in the form of XBRL for the quarter ended March ,2023 |
The company has made delay in submission of the financial result in the form of XBRL
within 24 hours from the conclusion of the meeting. |
4. |
Regulation 13 (1) of SEBI (LODR) Regulations, 2015 for the period of Aug 11, 2023 to
Sep 10, 2023 |
Non-Redressal of Investor Complaint |
The company has paid fine of Rs.63,720 imposed by BSE in regard to the said
noncompliance and taken corrective measures to not repeat the same. |
5. |
Regulation 13 (1) of SEBI (lodr) Regulations, 2015 for the period of Sep 11, 2023 to
Oct 10, 2023 |
Non-redressal of Investor Complaint |
The company has paid fine Rs.57820 imposed by BSE in regard to the said noncompliance
and taken corrective measures to not repeat the same. |
6. |
Regulation 13 (1) of SEBI (LODR) Regulations, 2015 for the period of Oct 11, 2023 to
Nov 10, 2023 |
Non-redressal of Investor Complaint |
The company has paid fine Rs. 14,160 imposed by BSE in regard to the said
noncompliance and taken corrective measures to not repeat the same. |
7. |
Regulation - 31(2) of SEBI (LODR) Regulations, 2015 |
100% (Hundred percent) Shareholding of promoter and promoter Group is not held in
Dematerialized Form. |
The Company is yet to comply with the requirement of said regulation. As one of the
promoter shareholder is holding shares in physical form. |
8. |
LIST/COMP/54/2 019- 20 DATED 20- 01-2020 |
Details of RTA is not updated on BSE through Management details tab on BSE Listing
center |
The Company has clarified that the company has updated the details of RTA through BSE
Listing center. However, the details are still not updated on BSE. |
9. |
MGT-7 filed within 60 days from the date of AGM |
The company has made delay of 8 days in filing MGT-7 for the financial Year 2022-23. |
The company has taken corrective measures to not repeat the same. |
The Board has also undertaken to take care of such qualification and to comply with the
same in future.
16. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration / Compensation
Committee framed a policy on directors' appointment and remuneration of Directors
including criteria for determining qualification, positive attributes, independence of
directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as "Annexure II".
17. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
18. DEPOSITS:
Your company has not accepted any fixed deposits from the public within the provisions
of Section 73 to 76 of the Companies Act, 2013. The company has not accepted inter
corporate borrowings during the financial year 2023-24 which is exempted from the
deposits. However the outstanding unsecured loan as on 31st March 2024 is Rs.
3216.75(In Lakhs)
Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies
(Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not
applicable to your Company.
19. CORPORATE GOVERNANCE:
The Company believes that good Corporate Governance is a continuous process and it is
our continuous endeavor to achieve good governance, by way of a conscious and
conscientious effort whereby ensuring the truth, transparency, accountability and
responsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by your Company, as
stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report
on Corporate Governance also contains certain disclosures required under Companies Act,
2013.
A certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries.
conforming compliance to the conditions of Corporate Governance as stipulated under
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015, is annexed to this Report.
20. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, your Company believes in conducting business affairs in a fair and transparent
manner to foster professionalism, honesty, integrity and ethical behavior via Vigil
Mechanism/Whistle Blower Policy. Through this Policy, the Company seeks to provide a
procedure for all the employees, Directors and other stakeholders of the Company to report
concerns about unethical behavior, misconduct, violation of Company's Code of Conduct and
implementation of improper practices taking place in the Company and provide for adequate
safeguards in that regard and also provide for direct access to the Chairman of the Audit
Committee, in exceptional cases
The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lastmileenterprisesltd.com
under investors/others/Whistle blower Policy link.
21. CONSERVATION OF ENERGY. ABSORPTION OF TECHNOLOGY
Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with Rule
8(3) of the companies (Accounts) Rules, 2014. Every company is required to disclose about
the steps taken for conservation of energy & Technology Absorption during the year in
the board report of the company.
(a) Conservation of energy
(i) the steps taken or impact on conservation of energy |
N.A |
(ii) the steps taken by the company for utilizing alternate sources of energy |
N.A |
(iii) the capital investment on energy conservation equipment's |
N.A |
(b) Technology absorption
the efforts made towards technology absorption |
N.A |
(ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
N.A |
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
N.A |
(a) the details of technology imported |
N.A |
(b) the year of import; |
N.A |
(c) whether the technology been fully absorbed |
N.A |
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
N.A |
(iv) the expenditure incurred on Research and Development |
N.A. |
22. FOREIGN EXCHANGE EARNINGS / OUTGO:-
As the Company has not carried out any activities relating to the export and import
during the financial year. There is no foreign exchange expenses and foreign income during
the financial year.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions those were entered during the financial year were in
ordinary course of the business of the company and were on arm's 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.
All such Related Party Transactions have been placed before the Audit Committee for
approval.
The policy on materiality of Related Party Transactions and also on dealing with
Related Party Transactions as approved by the Audit Committee and the Board of Directors
is has been uploaded on the website of the Company at www.lastmileenterprisesltd.com under
investors/policy documents/Related Party Transaction Policy.
The particulars of every contract or arrangements entered into by the Company with
related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013,
are disclosed in Form No. AOC-2 Annexure: III' the same forms part of this
report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014.
24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review there were loans, guarantees or investments under section
186 made by the company. Hence , in terms of provisions of Section 134(3)(g) of the
Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186,
is annexed hereto as Annexure: IV' and forms part of this Report.
25. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remuneration
and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as "Annexure V" to
the Directors' Report.
B. The statement containing particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid
remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 Cr.
Per Annum if employed for the whole year.
26. HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most significant
assets. The Company continues its focus on retention through employee engagement
initiatives and provides a holistic environment where employees get opportunities to
realize their potential. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement. The Company's Health and Safety Policy commits to
provide a healthy and safe work environment to all employees.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the company which has been approved by the Board.
The CSR Policy can be accessed from the investors section on the company's website at
the link https://lastmileenterprisesltd.com/ .
This being the First year of implementation of the CSR Policy, The company is pleased
to inform the members that an amount of Rs. 8,32,000 towards its CSR obligation for
2023-24. The Report on CSR activity is annexed as Annexure VII.
28. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT. 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, every Company having ten or more Employees engaged
in the Company during the financial year is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place received
from any women employee.
The motive of the company is to provide the protection against the Sexual Harassment of
woman employee at the work place. However, the number of Employees in the Company is less
than ten hence the company is not required to setup the internal complaints committee in
accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
29. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year under
review.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms, a separate section on Management Discussion and
Analysis outlining the business of the Company is set out in Annexure forming part of this
Report.
31. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:
During the year following Material Events took place which is as follows:
1. The company has issued 13,10,000 shares and 1,60,00,000 warrants on 3rd April,2023
and 6th April,2023 on Preferential basis as the company requires additional
funds to carry out its business activity for long term working capital requirements and
general corporate purpose to augment the growth and improve the financial performance of
the company. The Listing approval was granted on 26th April, 2023and trading approval for
the same was granted on 10th May, 2023.\
2. 1,75,000 warrants allotted on 06th April,2023 has been converted into
Shares on 21st July,2023. The Listing approval was granted on 4th
August, 2023 and trading approval for the same was granted on 10th August,
2023.
3. The company has increased the authorised capital of the company for the purpose of
Preferential issue from Rs.32,50,00,000/- (Rupees Thirty Two Crore and Fifty Lakhs Only)
divided into 3,25,00,000 (Three Crore Twenty Five Lakhs) Equity Shares of Rs.10 each to
Rs. 35,50,00,000/-(Rupees Thirty Five Crore and Fifty Lakhs Only) divided into 3,55,00,000
(Three Crore and Fifty five Lakhs) Equity Shares of Rs.10 each on 17th
January,2024 through Postal Ballot.
4. The company has issued 37,18,000 shares and 11,50,000 warrants on 22nd January,2024
and 30th January,2024 on Preferential basis as the company requires additional
funds to carry out its business activity for long term working capital requirements and
general corporate purpose to augment the growth and improve the financial performance of
the company. The Listing approval was granted on 6th February,2024 and trading
approval for the same was granted on 19th February,2024.
5. The company has acquired 84.89% stake in Damson Technologies Private Limited which
is in the business of mobile accessories, electronic products and gadgets under the brand
JUST CORSECA. The product categories are Smart Watches, Headphones, Power Banks, Speakers,
Smart Eyewear etc. It is also OEM supplier to other brands. And pursuant to such
acquisition the Damson Technologies Private Limited becomes the material subsidiary of the
Last Mile Enterprises Limited.
32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER THE BALANCESHEET DATE:
The company has increased the authorised capital of the company for the purpose
of Preferential issue from Rs. 35,50,00,000/-(Rupees Thirty Five Crore and Fifty Lakhs
Only) divided into 3,55,00,000 (Three Crore and Fifty five Lakhs) Equity Shares of Rs.10
each to Rs. 40,00,00,000/-(Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crore)
Equity Shares of Rs.10 each on 21st April,2024 through Postal Ballot.
The company has issued 36,50,467 shares and 10,21,500 warrants on Preferential
basis as the company requires additional funds to carry out its business activity for long
term working capital requirements and general corporate purpose to augment the growth and
improve the financial performance of the company. The Listing approval was granted on 27th
May, 2024 and trading approval for the same was granted on 20th June, 2024.
30,000 warrants allotted on 22nd January,2024 has been converted into
Shares on 8th April,2024. The Listing approval was granted on 2nd
May, 2024 and trading approval for the same was granted on 7th May, 2024.
2,00,000 warrants allotted on 22nd January,2024 has converted into
Shares on 10th June,2024. The Listing approval was granted on 15th
July, 2024 and trading approval for the same was granted on 24th July, 2024.
24,70,000 warrants allotted on 03rd april,2023 and 06th
Aril,2023 has converted into Shares on 12th June,2024. The Listing
approval was granted on 23rd July, 2024 and trading approval for the same was
granted on 31st July, 2024.
The company has acquired 51% stake in Fair lane Realty Limited which is in the
business of the vehicle for future real estate projects it is contemplating to develop.
33. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operation in future.
34. RISK MANAGEMENT
Your Company has developed and implemented a Risk Management Policy which includes
identification of elements of risk, if any, which in the opinion of the Board, may
threaten the existence of the Company. Your Company has a risk identification and
management framework appropriate to the size of your Company and the environment under
which it operates. The process involves identifying both external and internal risks and
the readiness to respond to extreme risks like calamities and disasters. Risks are being
continuously identified in relation to business strategy, business continuity/contingency
plans, operations and transactions, statutory / legal compliance, financial reporting,
information technology system, cyber security and overall internal control framework.
35. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY:
The company has acquired 84.89% stake in Damson Technologies Private Limited which is
in the business of mobile accessories, electronic products and gadgets under the brand
JUST CORSECA. The product categories are Smart Watches, Headphones, Power Banks, Speakers,
Smart Eyewear etc. It is also OEM supplier to other brands. Pursuant to such acquisition
the Damson Technologies Private Limited becomes the material subsidiary of the Last Mile
Enterprises Limited.
36. SHAREHOLDING PATTERN:
The shareholding pattern as on 31st March, 2024:
|
No. of Shares held at the end of the previous year (as
on March 31, 2023 i.e. on the basis of SHP of March 31, 2023) |
No. of Shares held at the end of the year (as on March
31, 2024 i.e. on the basis of SHP of March 31, 2024) |
|
Category of Shareholder |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
% Change during the year |
A.Promoters/Prom oters Group |
|
|
|
|
|
|
|
|
|
a) Individual/HUF |
7381378 |
0 |
7381378 |
63.17 |
7381378 |
0 |
7381378 |
43.71 |
:(19.46) |
d) Bodies Corporate |
522900 |
100000 |
622900 |
5.33 |
522900 |
100000 |
622900 |
3.69 |
(1.64) |
Total shareholding of Promoter (A) = (A)(1)+(A)(2) |
7904278 |
100000 |
8004278 |
68.50 |
7904278 |
100000 |
8004278 |
47.4 |
(21.1) |
B. Public Shareholding |
|
|
|
|
|
|
|
|
|
a) Foreign Portfolio Investors Cat I |
0 |
0 |
0 |
0 |
1428000 |
0 |
0 |
8.45 |
8.45 |
b) Bodies Corporate |
57362 |
3100 |
60462 |
0.52 |
768049 |
3100 |
771149 |
4.57 |
4.05 |
c) Individuals |
807718 |
2812600 |
3620318 |
30.98 |
3633193 |
2812600 |
6445793 |
38.16 |
7.19 |
d) HUF |
- |
- |
- |
- |
- |
- |
- |
- |
|
e)NRI |
710 |
0 |
710 |
0.01 |
239548 |
0 |
239548 |
1.42 |
1.41 |
Sub-total (B)(2):- |
865790 |
2815700 |
3681490 |
31.50 |
6068790 |
2815700 |
8884490 |
52.60 |
21.1 |
Total Public Shareholding (B)=(B)(1)+(B)(2) |
865790 |
2815700 |
3681490 |
31.50 |
6068790 |
2815700 |
8884490 |
52.60 |
21.1 |
Grand Total (A+B+C) |
8770068 |
2915700 |
11685768 |
100 |
1397306 8 |
2915700 |
16888768 |
100 |
|
37. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013
(Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st
March, 2024, the applicable accounting standards read with requirement set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
(b) 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 as at March 31, 2024 and of the profit of
the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
38. ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the
commitment shown by the employees in supporting the Company in its continued robust
performance on all fronts.
Place: AHMEDABAD |
BY ORDER OF THE BOARD OF DIRECTORS, |
Date: 06/08/2024 |
FOR, LAST MILE ENTERPRISES LIMITED |
|
(Formerly Known as Trans Financial Resources Limited) |
SD
MR. HEMRAJSINH VEGHELA DIRECTOR
(DIN- 00287055)
|