To the Members of Premier Roadlines Limited
The Board of Directors takes pleasure in presenting the 17th (Seventeenth) Annual Report on the business and operations of the Premier Roadlines Limited (‘the Company' or ‘PRL') along with the Company's Annual Audited Standalone Financial Statements and Statutory Auditor's Report thereon for the Financial Year ended on March 31, 2024.
1. COMPANY'S PERFORMANCE
The Company's financial highlights, for the year under review along with previous year's figures, are given hereunder:
(Amount in ' lacs, unless otherwise stated)
Your Company's total revenue on a standalone basis has increased from ' 19,205.59 Lacs in the previous year to ' 22,857.87 Lacs in the current year. Out of the total revenue, the major portion of the revenue came Domestic Transport Operations which stood at about 99.48% of the total revenue. The net profit on a standalone basis amounted to ' 1,262.42 Lacs in the current year.
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
About Us:
Established in 2008, Premier Roadlines Ltd (PRL) is an IBA approved & ISO Certified surface logistics service provider of dry cargo ranging from 1MT to 250 MT with a well-established PAN India network. The Company offers tailored logistics solutions to marquee clients in various sectors which includes Project logistics, Over-dimensional cargo/Over-weight, Contracted Integrated Logistics and General Logistics. The Company serves various industries like energy, power, oil & gas, etc. rendered through third-party operators with Trucks, Trailers, Hydraulic Axles, etc. In FY 20232024, the Company served 26,460 orders of 940 customers and moved 19,851 vehicles on a Pan India basis. The Company clearly focused on providing quality services at competitive price to its customers resulting into repetitive work orders from them, enabling it to sustain and grow the business model for the benefit of the Customers.
Market Outlook:
The road map for coming years includes new understanding of customer value and increase of supply chain services.
The performance of the Company has been very stable and Growth indicators like Revenue, Net Profit, EBITDA showing upward trends in comparison to previous financial year. A positive trend has been seen in the revenue and net profit of the company as compared to the previous financial year.
Business Outlook:
The main revenue stream of the Company is Transport Operations. The Company increases the goods transportation network across India through aggressively penetrating in the domestic markets by expanding transportation network to enhance visibility.
Further, the Company also focused on technological infrastructure as having a robust ERP system helps in outsourcing large fleet from small third-party operators with ease. Each of the vehicles were mapped with the GPS tracking software to give real time visibility to its customers.
Future Outlook:
The Company continues to extend its services to additional industrial sectors i.e. defence, renwable energy and real base along with expanding customer
base in existing industrial sectors as it focusses on adhering to the quality standards to get m?ltiple orders which reflects in building its brand image and establishing strong, mutually beneficial long term relationships with Transporters, Small Fleet Owners, Agents and Customers.
Moreover, the Company also planning to expand its tech activities to further streamline large scale activities.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the year under review.
4. DIVIDEND
No dividend was declared for the financial year ended on 31st March, 2024.
5. SHARE CAPITAL
a. The Authorized Equity Share Capital of the Company as on 31a March, 2024 is ' 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs.10/- each.
Details of Changes in Authorised Capital:
The members in their Extra Ordinary General Meeting held on December 29, 2023 had approved the increase in Authorized Share Capital of the Company from existing Rs. 3,75,00,000 (Three Crores Seventy Five Lakhs Only) divided into 37,50,000 (Thirty Seven Lakh Fifty Thousand) Equity Shares of face value Rs. 10/- each to Rs.25,00,00,000 (Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of face value of Rs. 10/- each.
b. The Paid-up Share Capital of the Company as on 31a March, 2024 is ' 16,83,85,470/- divided into 1,68,38,547 Equity Shares of ' 10/- each.
Details of Changes in Paid-up Share Capital:
The members in their Extra Ordinary General Meeting held on December 29, 2023 had approved the Bonus Issue of ' 15,30,77,700/- divided into 1,53,07,770 Equity Shares of ' 10 each in the ratio of 10:1 i.e., 10 (Ten) Equity Shares of nominal value of ' 10/- each for every 1(One) Equity Share of nominal value of ' 10/.
6. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to reserves. The amount of the Net Profit of ' 1262.42/- carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on March 31, 2024.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2024, the Company does not have any Subsidiary, Joint Venture and Associate Company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Change in Directors and Key Managerial Personnel during the Financial Year 2023-24:
During the Financial Year 2023-24, there were some changes in the composition of the Board of Directors and Key Managerial Personnel of the Company. Key highlights of which are as follows:
• Ms. Megha Aggarwal has been appointed as an Additional Independent Director of the Company with effect from October 06, 2023 by the Board and Regularize as Independent Director of the Company with effect from December 29, 2023 by shareholders of the Company.
• Mr. Pankaj Garg has resigned as an Independent Director of the Company with effect from October 07, 2023.
• Mr. Naveen Bansal has been appointed as an Additional Non-Executive Non- Independent Director of the Company with effect from December 22, 2023 by the Board and Regularize as Non-Executive Non-Independent Director of the Company with effect from December 29, 2023 by shareholders of the Company.
• Mr. Gaurav Chakarvati has been appointed as Company Secretary & Compliance Officer with effect from December 22, 2023.
As on 31st March, 2024, Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel' s of the Company:
• Mr. Virender Gupta, Chairman & Managing Director
• Mrs. Rakhi Gupta, Whole Time Director
• Mr. Samin Gupta, Whole Time Director & CFO
• Mr. Gaurav Chakarvati, Company Secretary & Compliance Officer
b) Change in Directors and Key Managerial Personnel from the end of the Financial Year till the date of this report:
Mr. Naveen Bansal, has resigned from the position of Non-Executive Non-Independent Director of the Company with effect from July 03, 2024.
c) Retirement by Rotation at the ensuing AGM:
Mr. Virender Gupta has been longest in office, retires by rotation at the forthcoming AGM, and being eligible offers himself for re-appointment. Resolution seeking members' approval to the appointment Mr. Virender Gupta has been incorporated in the notice convening the 17th AGM of the Company.
The Board shall take note of the same and recommend his re-appointment.
d) Disclosure of Interest in other concerns:
The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/Interest in other concerns in the prescribed format, for the Financial Years 2023-24. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Act.
e) Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.
In the opinion of the Board, Mr. Sunil Gupta and Ms. Megha Agarwal, Independent Directors of the Company possesses requisite expertise, proficiency, integrity and experience and the Board considers that their professional background, experience and contributions made during their tenure in the Company and the continued association with the Company would be beneficial to the Company.
f) Annual Performance Evaluation
The Nomination and Remuneration Committee ("NRC Committee") and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, 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.
Evaluation of the Performances of the Board and its Committees for the Financial Year 2023-24 has been completed as per the adopted methodology.
9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The broad terms of reference of the Nomination and Remuneration Committee ("NRC") of the Company are as under:
a. To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.
b. To lay down criteria for the evaluation of the Board including Independent Directors and carrying out evaluation of every Director's performance.
c. To formulate a criterion for determining qualifications, positive attributes and independence of a director and recommending to the Board, appointment, remuneration and removal of directors and senior management.
d. Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
e. Devising a policy on Board diversity.
f. To do such act as specifically prescribed by Board and
g. Carry out such other activities as maybe prescribed by the Companies Act 2013, read with Rules and regulations as maybe specified by the regulator from time to time, including any modification or amendment thereto.
The Company has adopted a Nomination and Remuneration Policy as recommended by "NRC" and the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides bringing in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.
The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of Companies Act, 2013 and the Remuneration Policy adopted by the Company.
The Nomination and Remuneration policy is available on the website of the Company at www.prlindia.com.
The NRC evaluated the performance of the Board, its committees and of individual directors during the year.
10. SECRETARIAL STANDARDS
Your company has complied with all the Secretarial Standards applicable on the Company.
11. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE THEREOF
(a) Board of Directors
Composition, Meetings and Attendance during the Financial Year
The Composition of the Board of Directors of the Company as on 31.03.2024 are as follows:
During the Financial Year 2023-24, the Board met 16 (Sixteen) times and the intervening gap between any two meetings was within the allowed gap pursuant to the Companies Act, 2013.
Attendance of each Director at the meeting of the Board of Directors held during the Financial Year 2023-24 is given herein below:
*Mr. Pankaj Garg has resigned as an Independent Director of the Company with effect from October 07, 2023.
**Ms. Megha Aggarwal has been appointed as an Additional Independent Director of the Company with effect from October 06, 2023
***Mr. Naveen Bansal has been appointed as an Additional Non-Executive Non-Independent Director of the Company with effect from December 22, 2023.
(b) Audit Committee
The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of 3 (three) members with 2 (two) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.
During the Financial Year under review, 5 (Five) meetings of the Audit Committee were held and the m?ximum interval between any two meetings was within the m?ximum allowed gap pursuant to the Companies Act, 2013. The details of the Audit Committee meetings held during 2023-24 are given as under:
*Mr. Pankaj Garg has resigned as an Independent Director of the Company with effect from October 07, 2023*
**Ms. Megha Aggarwal has been appointed as an Additional Independent Director of the Company with effect from October 06, 2023.
(c) Nomination and Remuneration Committee
The Board has constituted a Nomination and Remuneration Committee (hereinafter referred to as the "NRC Committee") in compliance with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2024, the NRC Committee comprised of 3 (three) members all being Non-
Executive Directors, with majority of them being Independent Directors. The Chairman of the NRC Committee is a Non-Executive Independent Director.
During the Financial Year under review, 3 (Three) meetings of the NRC Committee was held. The details of its meetings held during the Financial Year 2023-24 are as under:
(d) Corporate Social Responsibility Committee
The Board has constituted a Corporate Social Responsibility Committee ("CSR Committee") pursuant to Section 135 of the Companies Act, 2013 to assist the Board in setting the Company's Corporate Social Responsibility Policy and assessing its Corporate Social Responsibility performance.
As on March 31, 2024, the CSR Committee comprised of 3 (Three) members.
During the Financial Year under review, 2 (Two) meetings of the CSR Committee were held. The details of its meetings held during the Financial Year 2023-24 are as under:
*Mr. Pankaj Garg has resigned as an Independent Director of the Company with effect from October 07, 2023
12. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH RESPECT TO THE FINANCIAL STATEMENT
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial Controls is obtained through management reviews, control, self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal financial control team.
13. WHISTLE BLOWER / VIGIL MECHANISM POLICY
As Per Section 177(9) of the Companies Act, 2013 the company has constituted the Whistle Blower/Vigil Mechanism Policy which aims to provide inter-alia a mechanism for Directors and Employees of the Company to report any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc., calling the attention of the Audit Committee. Your Company has also provided adequate safeguards against victimization of whistleblowers who may express their concerns against such wrongdoings occurring in the organization. As per policy, the Company has also provided direct access to the Chairman of the Audit Committee.
14. AUDITORS
(a) STATUTORY AUDITORS
The Company has appointed M/s Suresh & Associates, Chartered Accountants (FRN: 003316N), as the Statutory Auditors of the Company in the Financial Year 2019 to hold office till the conclusion of 17th Annual General Meeting of the Company to be held in the Financial Year 2024.
As the term of the Statutory Auditor is going to expire in the ensuing Annual General Meeting of the Company, the Board in its meeting dated 01.08.2024 has recommended the appointment of M/s Sarvam & Associates, Chartered Accountants (FRN: 007146N) as Statutory Auditors of the Company for the period of 5 years subject to the approval of shareholders in the ensuing Annual General Meeting.
Statutory Auditor's Report
There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in the Auditor's Report and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.
(b) SECRETARIAL AUDITORS
The Company was not falling under the applicability to appoint Secretarial Auditor during the Financial Year 2023-24 pursuant to Section 204 of the Companies Act, 2013.
15. RISK MANAGEMENT
The Board is continually applying various risk identification methods for identifying elements of risks in different functional areas of the Company. The Board aims at developing a framework that enables activities to take place in a consistent and controlled manner. Major risks confronted by the management are systematically addressed through mitigating actions on a continuing basis.
16. PARTI CU LARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are provided in notes to the financial statements for the year ended on March 31, 2024.
17. PARTI CU LARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered as material or which is required to be reported in Form AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Members may refer notes to the Standalone Financial Statement which sets out the related party disclosures.
18. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the Company at www.prlindia.com.
19. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on Financial Year ended March 31, 2024 is available on the Company's website and can be accessed at www.prlindia.com.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
i) Steps taken or impact on conservation of energy: NA
ii) The steps taken by the Company for utilizing alternate sources of energy: NA
iii) Capital Investment on energy conservation equipment's: NA
B. Technology Absorption:
a) Efforts made towards technology absorption:
The Company does not need any specific in-house R & D efforts.
b) The benefits derived include product improvement, cost reduction, product
development or import substitution: Improved technology helps in reduction in cost without compromising the quality.
c) Information regarding imported technology (imported during last three years): NA
d) Expenditure on Research and Development (current year & last year): NIL
C. Foreign Exchange Earnings and Outgo:
The foreign exchange earnings and the foreign exchange outgo during the year is as under:
(' in lacs)
21. PARTICULARS OF EMPLOYEES
The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your company.
There were no Employees drawing remuneration more than as stated under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Details of Initial Public Offer (IPO):
The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with Chapter IX of SEBI (ICDR) Regulations, 2018, as amended thereof. The details of which are specified herein below:
• The Board of Directors of the Company in their meeting held on February 08, 2024 had approved the filing of Draft Red Herring Prospectus (DRHP) with NSE Limited on SME Segment.
• The Initial Public Offer was opened on May 10, 2024 and closed on May 14, 2024 wherein 60,24,000 Equity Shares were offered for public issue at a price of ' 67 (including a Share premium of ' 57 per Equity Share) per share aggregating to ' 4036.08 lakhs.
• The Company's IPO has received an overwhelming response and got oversubscribed by more than 100 times.
• The shares were allotted on May 15, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. NSE Limited.
• Subsequently, the Equity shares of the Company were listed on NSE Limited under SME segment with effect from May 17, 2024.
Further, Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus in respect of the IPO of the Company.
23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor any complaint pending or outstanding for redressal as on March 31, 2024. The Company conducts awareness programs at regular intervals, and provides necessary updates / guidance through its website and through other employee communication channels.
24. DISCLOSURES
Your Directors make the following disclosures during
the year under review:
a) Your Company has capitalized the sum of ' 15,30,77,700/- by way of issuance of Bonus Shares to the Existing Shareholders of the Company in the ratio of 10:1.
b) Your Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF).
c) Your Company has not issued any Equity shares with Differential rights during the Year under review.
d) Your Company has not issued any Employees Stock options/ Sweat Equity Shares.
e) Your Company has not redeemed any Preference Shares or Debentures during the Year under review.
f) Your Company has not accepted any Public Deposits.
g) Your Company has not bought back any of its securities during the year under review.
h) No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.
i) The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable on the Company.
j) The Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.
k) The requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, and the same is not applicable on the Company.
l) The Managing Director did not receive any remuneration or commission from its Group Companies.
25. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31a March, 2024 and state that:
a) The preparation of the Annual Accounts for the Financial Year ended on 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
f) The Directors, in the case of listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively-NA
26. ACKNOWLEDGEMENT
Your Directors extend sincere gratitude to the customers, vendors, investors, bankers, business associates, consultants and various Government Authorities who have contributed to the continuous growth and performance of the Company. The success of your Company would be incomplete without the commendable efforts put in by the past and present employees of the Company. It is because of their hard work, persistence, solidarity, cooperation and support, the Company has been able to create a niche for itself.