<dhhead>DIRECTORS REPORT</dhhead>
To, The Members,
LAST MILE ENTERPRISES LIMITED
(Formerly Known as Trans Financial Resources Limited)
Your Directors have pleasure in presenting their 28thAnnual
Report on the business and operations of the Company and the accounts for the Financial
Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS:
The summarized Audited Standalone Financial Performance of your Company
for the Financial Year 2022-23 and the previous Financial Year 2021-22 is tabled below:
PARTICULARS |
2022-23 |
2021-22 |
Revenue from Operations |
5000 |
0.00 |
Other income |
319.69 |
251.39 |
Total Income |
5319.69 |
251.39 |
Profit/loss before Depreciation, Finance |
812.74 |
243.98 |
Costs, Exceptional items and Tax |
|
|
Expense |
|
|
Less: Depreciation |
21.75 |
21.80 |
Profit/loss before Finance Costs, |
790.99 |
222.18 |
Exceptional items and Tax Expense |
|
|
Less: Finance Cost |
83.42 |
51.86 |
Profit/loss before Exceptional items and |
707.57 |
170.32 |
Tax Expense |
|
|
Less: Exceptional Items |
0 |
0 |
Profit / (Loss) Before Tax |
707.57 |
170.32 |
Provision for Tax & Deferred Tax |
250 |
0 |
Profit / (Loss) After Tax |
457.57 |
170.32 |
Other Comprehensive income (net of tax effect) |
0 |
0 |
Total Comprehensive income |
457.57 |
170.32 |
Further, the Audited Standalone Financial Statements for the Financial
Year 2022-23, 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. STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE OF THE
COMPANY:
The companys approach towards growth has delivered satisfactory
results during the year 2022-23as 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.
3. 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.
4. 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 2022-23.
5. 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 |
APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS/ KMP DURING THE YEAR UNDER
REVIEW
The Board of Director in its meeting held on 11th July, 2022
has decided to appoint Ms. NIDHI BANSAL (ACS NO 66514) as Company Secretary and Compliance
Officer of the companywith effect from11th July, 2022.
The Board of Director in its meeting held on 11th July, 2022
accepted the resignation placed by MR. DHANANJAY HASMUKHLAL TRIVEDIfrom the post of
Company Secretary and Compliance Officer of the companywith effect from11th July, 2022.
APPOINTMENT/ RESIGNATION OF DIRECTORS/KMP AFTER THE CLOSURE OF
FINANCIAL YEAR 2022-23
The Board of Director in its meeting held on 06th April,
2023 has decided to appoint Mr. DHARMENDRA NARANBHAI GOHIL (DIN: 10041074) as Additional
Non-executive Non Independent Director of the companywith effect from 06th
April, 2023 and in the EGM held on 05th July, 2023 Mr.DHARMENDRA NARANBHAI
GOHIL (DIN: 10041074) was regularized and appointed as Non-Executive Non Independent
Directorof the company.
The Board of Director in its meeting held on 06thApril, 2023
accepted the resignation placed by MR. DHRUMANSINH INDRAJEETSINH RAJfrom the post of
Non-Executive Non Independent Directorof the companywith effect from 06thApril,
2023.
In the Board Meeting held on 05th July, 2023 Mr. BRIJENDRA
MARKANDEY PANDEYwas appointed as Additional Non-Executive Non Independent Directorof the
companywith effect from 05thJuly, 2023 and is to be regularized as a
Non-Executive-Non-Independent Director at this ensuing Annual General Meeting Subject to
approval of Shareholders.
In accordance with the provisions of Section 152of the Companies Act,
2013 and other rules applicable, To regularize Mr. BrijendraMarkandeyPandey (DIN:
01807957) as a Non-Executive- Non- Independent Director of the Company in this ensuing
Annual General Meeting.
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 VOF 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.
6. MEETINGS:
During the Financial Year under review, the Board of Directors of the
Company met for 8 (Eight) 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 |
1. 28.05.2022 |
28.05.2022 |
30.06.2022 |
30.06.2022 |
2. 08.06.2022 |
12.08.2022 |
30.09.2022 |
|
3. 11.07.2022 |
14.11.2022 |
31.12.2022 |
|
4. 12.08.2022 |
11.02.2023 |
31.03.2023 |
|
5. 30.08.2022 |
|
|
- |
6. 14.11.2022 |
|
|
|
7. 23.01.2023 |
|
- |
- |
8. 11.02.2023 |
- |
- |
- |
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.The necessary quorum was present at the meetings.
7. 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/20160226033656932BoardDiversityPolicy.pdf
8. 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 Stakeholders 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.
9. ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2023 is available on
the Companys website and can be accessed at (www.lastmileenterprisesltd.com).
10. STATUTORY AUDITORS & AUDIT REPORT:
TheCompany 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 companys accounts for year ended
March 31, 2023 are self-explanatory in nature and do not require any explanation as per
provisions of Section 134 (3) (f) of the Companies Act, 2013.
There were following qualifications, reservation or adverse remark or
disclaimer made by Statutory Auditor in its report:
1. There is an outstanding Income tax dues of Rs. 313000/- which is
under dispute.
2. There is an outstanding amount in regard to statutory dues of ESI,
PF and TDS for an amount of Rs. 2.82 Lakhs.
The Board of Directors has undertaken to take the corrective steps for
the above mentioned qualifications in current financial year.
11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2022-23, 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
Boards 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 Companys 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 2022-23.
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 Boards Report. The Board of Directors of the Company has discussed the
remarks as mentioned in Secretarial Audit Report at arms 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 QUALIFICATION |
JUSTIFICATION OF BOARD |
1. Regulation13 (1) of SEBI (LODR) Regulations, 2015 for Non
Redressal of Investor Complaint for the period of Jul 11, 2022 to Aug 10, 2022 and for the
period of Oct 11, 2022 to Nov 10, 2022 |
The company has paid fine of Rs. 1,43,960 imposed by BSE for
the said non-compliance and ensured not to repeat the same in future. |
2 Regulation 30 of SEBI(LODR) Regulations, 2015 Delay in
submission of the outcome of the Board Meeting held on 14.11.2022 for the Quarter ended
30.09.2022. |
The company has made delay of about 3-4 minutes and ensured
not to repeat the same in future. |
3 Regulation 47of SEBI(LODR) Regulations, 2015 Delay in
Publication of Advertisement In Newspaper for Unaudited financial Results for the quarter
ended June, 2022. |
The company has made delay in submission of the said
regulation and has ensured not to repeat the same in future. |
4. Regulation 74(5)of SEBI(DP)Regulation, |
The company has made delay |
2018 Delay in submission of the said |
In submission of the said regulation |
regulation for the quarter ended March, |
and has taken corrective Steps to not |
2022 and September, 2022. |
repeat the same in future. |
5. LIST/COMP/54/2019-20 DATED 20-01- 2020Details of RTA is
not updated on BSE through Management details tab on BSE Listing center. |
The company has updated the same but still the details are
not updated. |
6. Regulation 31(2) of SEBI (LODR) Regulations, 2015100%
(Hundred percent)Shareholding of promoter and promoter Group is not held in Dematerialized
Form. |
The company has not complied with the said regulation yet and
is taking measures to comply with the same. |
7. Delay in submission of Regulation 13(3), 31, 33, 19 (1),
29 (2) & (3), 17 (1), of SEBI (LODR) Regulations, 2015 for the quarter ended March
2020, March 2016, March 2017, December 2018, August 2021, December 2020, respectively. |
BSE has imposed fine of Rs. 8,21,280 for delay in submission
of 13(3), 31, 33, 19 (1), 29 (2) & (3), 17 (1) and the company has already paid the
amount of Rs. 5,42,800 on 03.07.2021 in regard to the non-compliance of Regulation 17(1)
and the remaining amount of Rs. 2,78,480 in regard to delay in submission of Regulation
13(3), 31, 33, 19 (1), 29 (2) & (3) of SEBI (LODR) Regulations, 2015 has been paid by
the company on 25.01.2023. |
8. The company has mentioned borrowings and loans and
advances in regard to the Regulation 23 (9) of SEBI (LODR) Regulations, 2015 which relates
to Related Party Transaction. |
The company has inadvertently mentioned borrowings and loans
& advances in related party transaction disclosures. It has taken steps to not repeat
the same. |
9. The company has delayed in filing AOC-4 XBRL for the
financial Year 2021-22. |
|
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 2022-23which is exempted
from the deposits. However the outstanding unsecured loan as on 31st March 2023
is Rs. 11,17,43,671
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
behaviour 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 behaviour, misconduct, violation of
Companys 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
equipments |
N.A |
(b) Technology absorption
(i) 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
There were no Related Party Transactions entered during the financial
year in 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.
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
employees 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 Companys Health and Safety
Policy commits to provide a healthy and safe work environment to all employees.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not fall under the purview of the section 135 of the
Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee
and adopting any activities as specified in Schedule 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 AFTER THE
BALANCESHEETDATE:
The company has issued 13,10,000 shares and 1,60,00,000 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 26th April, 2023and trading approval for the same was granted on
10th May, 2023.
32. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:
During the year two Material Events took place which is as follows:
1. The company has entered into a Memorandum of Understanding with the
Miyakawa Industry Co. Ltd, Japan, Arhan Technologies Pvt Ltd, Pune, AD Group, Mumbai for
the purpose of Distribution, sales and promotion of Multi-Functional Coating
SunBless.
2. The company has entered into a Memorandum of Understanding with the
Agribid Private Limited, Mumbai for the purpose to use the technology platform developed
by APL to facilitate transaction between Govt/Govt Agencies having huge stocks that need
to be disposed.
3. The company has changed its name from TRANS FINANCIAL RESOURCES
LIMITED TO LAST MILE ENTERPRISES LIMITED for which Board Approval was received on 8th
June, 2022 and shareholders approval on 14th July, 2022. The Ministry of
corporate affairs issued Certificate of Incorporation pursuant to name change on
29th July, 2022 and for the same BSE has changed the name of
the company in its records on 29th August, 2023.
4. The company has increased the authorised capital of the company for
the purpose of Preferential issue from Rs. 12,50,00,000/- (Rupees Twelve Crore Fifty Lakhs
Only) divided into 1,25,00,000 (One Crore Twenty Five Lakh) Equity Shares of Rs. 10 each
to 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.
5. The company has made addition of two clauses in regard to the object
clause, the additions are as follows: The Company to deploy an innovative digital platform
to facilitate transparent agricultural transactions between buyers and suppliers, and to
operate as a go between for vendors (mainly farmers) and buyers (mostly corporates) and
will enable transactions between the government and the government agencies with large
stocks to be disposed of in a mutually beneficial and transparent way and to capitalize on
the enormous market potential, and to collaborate with an Agritech company that will
operate the technology channels and to deal in agricultural commodities by deploying
innovative measures and other related activities in the field of agriculture. To carry on
the business, in India and abroad, of dealer, trader, import and export agents,
representatives, contractors, buying and selling agents, brokers, importers, buyers,
sellers, exporters and to buy, sell, or otherwise trade and deal in goods, produce,
articles and merchandise of all types, on a wholesale cash and carry basis, in minerals
and metals, ferrous, non-ferrous metals whether for human consumption or for industrial
use or otherwise
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 Companys 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 does have any subsidiaries and associate companies.
36. SHAREHOLDING PATTERN:
The shareholding pattern as on 31STMarch, 2023:
|
No. of Shares held at the
beginning of the year (as on April 1, 2022 i.e. on the basis of SHP of March 31, 2022) |
No. of Shares held at the
end of the year (as on March 31, 2023 i.e. on the basis of SHP of March 31, 2023) |
|
Category of Shareholder |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
% Change during the year |
A. Promoters/Promoters Group |
|
|
|
|
|
|
|
|
|
a) Individual/HUF |
7357578 |
0 |
7357578 |
62.96 |
7381378 |
0 |
7381378 |
63.17 |
0.32 |
d) Bodies Corporate |
522900 |
100000 |
622900 |
5.33 |
522900 |
100000 |
622900 |
5.33 |
- |
Total shareholding of Promoter (A) =(A)(1)+(A)(2) |
7880478 |
100000 |
7980478 |
68.29 |
7904278 |
100000 |
8004278 |
68.50 |
0.32 |
B. Public Shareholding |
|
|
|
|
|
|
|
|
|
a) Bodies Corporate |
57879 |
3100 |
60979 |
0.52 |
57362 |
3100 |
60462 |
0.52 |
- |
b) Individuals |
770225 |
2464400 |
3234625 |
27.68 |
807718 |
2812600 |
3620318 |
30.98 |
3.3 |
c) HUF |
61086 |
348200 |
409286 |
3.50 |
- |
- |
- |
- |
(3.50) |
d) NRI |
400 |
0 |
400 |
0 |
710 |
0 |
710 |
0.01 |
(0.01) |
Sub-total (B)(2):- |
889590 |
2815700 |
3705290 |
31.71 |
865790 |
2815700 |
3681490 |
31.50 |
|
Total Public Shareholding (B)=(B)(1)+(B)(2) |
889590 |
2815700 |
3705290 |
31.71 |
865790 |
2815700 |
3681490 |
31.50 |
(0.21) |
Grand Total (A+B+C) |
8770068 |
2915700 |
11685768 |
100.00 |
8770068 |
2915700 |
11685768 |
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, 2023, 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, 2023
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.
|