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)
PARTICULARS
|
Standalone
|
Consolidated
|
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
|
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.
|
|
Aug 11, 2023 to Sep 10, 2023
|
|
|
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.
fal Cnn^pn/ntinn nf pnprav
(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:
Category of Shareholder
|
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)
|
%
Change during the year
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
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)
|