Patel Integrated Logistics Ltd — Annual Report 2021

Jul 10, 2021

PILL:SEC: NBA: 21-22/21 10th July, 2021

To BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400 001. SCRIP CODE: 526381

To National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051. PATINTLOG

Dear Sirs,

Subject: Notice of 59th Annual General Meeting and Annual Report for the Financial year 2020-21.

As per Regulation 34(1) of the SEBI(listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), we are submitting herewith the Annual Report of the Company along with the Notice of 59th AGM for the financial year 2020-21, which is being sent through electronic mode to the Members. Notice of the AGM and Annual Report for the financial year 2020-21 is also available on the website of the Company at www.patel-india.com.

The details required pursuant to the provisions of the Companies Act, 2013 and listing Regulations are provided as under:

Sr.No.	Particulars	Details
1.	The date for reckoning voting rights of the Members	26th July, 2021
	i.e. cut-off date
2.	Date of Dispatch of Notice of AGM and Annual	10th July, 2021
	Report (in electronic)
3.	Date and time of commencement of remote e-voting	30th July, 2021 at 09.00 a.m. IST
4.	Remote e-voting shall not be allowed beyond given	st August, 2021 at 05.00 p.m. IST1
	the date and time/end of remote e-voting

Kindly acknowledge and take on record the same.

Thanking you

For PATEL INTEGRATED LOGISTICS LIMITED

Sweta Parekh Company Secretary

C.C. with enclosure to: The Calcutta Stock Exchange Limited.

59TH ANNUAL REPORT 2020- 2021

PATEL AIRFREIGHT PATEL ON-BOARD COURIER PATEL WAREHOUSE

Chairman Emeritus

Mr. Asgar S. Patel

Board of Directors

Mr. Hari Nair Managing Director

Mr. Farukh S. Wadia Director

Ms. Jasmin Lalla Director

Ms. Nishqa Pillai Director

Mrs. Jasmine D. Mehta Director

Mr. Ramakant K. Kadam Director

Mr. Mahesh Fogla Director

CHAIRMAN EMERITUS Asgar S. Patel

BOARD OF DIRECTORS

Hari Nair Managing Director Jasmin Lalla Executive Director Farukh S. Wadia Independent Director Nishqa Pillai Non Executive Director Jasmine D. Mehta Independent Director Ramakant K. Kadam Independent Director Mahesh Fogla Non Executive Director

CHIEF FINANCIAL OFFICER Deepak Keni

COMPANY SECRETARY Sweta Parekh

AUDITORS Hitesh Shah & Associates Chartered Accountants

BANKERS

HDFC Bank DCB Bank Citizen Credit Co operative Bank Ltd

REGISTERED OFFICE

'Patel House', 5th Floor, Plot no. 48, Gazdar bandh, North Avenue Road, Santacruz (West), Mumbai – 400 054.

CORPORATE OFFICE 'Natasha', 52 Hill Road, Bandra (West), Mumbai – 400 050.

SHARE TRANSFER AGENT Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai-400059

Contents	PageNos.
Notice and Annexure to Notice	2-17
Directors' Report	18-31
Corporate Governance Report	32-46
Auditors' Certificate on CorporateGovernance	47
Certificate of Non-Disqualification ofDirectors	48
Management Discussion &Analysis Report	49-51
FINANCIAL STATEMENTS
Auditors' Report	52-59
Balance Sheet	60
Profit and Loss Account	61
Cash Flow Statement	62-63
Statement of changes in Equity	64
Notes forming part of Accounts	65-85

59th Annual General Meeting

Monday, the 2nd day of August, 2021 at 11.00 a.m. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)

NOTICE

NOTICE is hereby given that the 59th Annual General Meeting of the members of PATEL INTEGRATED LOGISTICS LIMITED will be held on Monday, the 2nd day of August, 2021 at 11.00 a.m. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) to transact the following business. The venue of the Meeting shall be deemed to be the Registered Office of the Company at Patel House, 2nd Floor, Conference Room, Plot no. 48, Gazdar Bandh,North Avenue Road, Santacruz (West), Mumbai – 400 054.

ORDINARY BUSINESS:

• 1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2021 including the Audited Balance Sheet as at 31st March, 2021 and the Statement of Profit and Loss Account & Cash Flow Statement for the year ended 31st March, 2021 and the Reports of the Board of Directors and Auditors thereon.
• 1. To declare a dividend on the Equity Shares @ ₹ 0.10 per share on the face value of ₹ 10 /- each for the financial year ended 31st March, 2021.
• 1. To appoint a Director in place of Mr. Hari Nair (DIN: 02362137), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. Appointment of Mr. Hari Nair (DIN: 02362137), as a Managing Director of the Company:

To consider and if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 196, 197, 203 and Schedule V of the Companies Act, 2013 and the Rules made there under and the Articles of Association of the Company, Mr. Hari Nair (DIN: 02362137), be and is hereby appointed as a Managing Director of the company for a period of 1 year commencing from 12th February, 2021 and ending with 11th February, 2022 on such terms and conditions as set out in the Statement annexed to the notice convening this meeting, with the liberty given to the Board of Directors to alter and vary the terms and conditions including remuneration (and minimum remuneration payable to him in case of absence or inadequacy of profits in any year), as set out in the draft agreement between the Company and Mr. Hari Nair, produced before this meeting and, for the purpose of identification, initialed by the Chairman hereof;

RESOLVED FURTHER THAT the Board be and is hereby authorised to alter and vary the terms and conditions of the said agreement in such a manner as may be agreed to by the Board and Mr. Hari Nair but so as not to exceed the limits specified in Schedule V of the Companies Act, 2013, or any amendment thereto or enactments thereof with effect from such date as may be decided by it;

RESOLVED FURTHER THAT Mr. Hari Nair, Managing Director, who shall be liable to retire by rotation, shall continue to hold his office of Managing Director, and the re-appointment as such director shall not be deemed to constitute a break in his office of Managing Director;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all the acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

5. Re-appointment of Mrs. Jasmine Mehta (DIN: 05220159) as an Independent Director of the Company:

To consider and, if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Jasmine Mehta (DIN: 05220159), a non-executive Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for the second term of 1 (one) year i.e. from December 03, 2020 up to December 02, 2021."

6. Re-appointment of Mr. Ramakant Kadam (DIN: 03575629) as an Independent Director of the Company:

To consider and, if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ramakant Kadam (DIN: 03575629), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for the second term of 3 (three) consecutive years i.e. from June 30, 2021 to June 29, 2024."

7. Appointment of Ms. Jasmin Lalla (DIN: 00074858) as a Director of the Company:

To consider and if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT Ms. Jasmin Lalla (DIN: 00074858), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 11th February, 2021 in terms of Section 161(1) of the Companies Act, 2013 and Article 135 of the Articles of Association of the Company and who holds office up to the date of the 59th Annual General Meeting and in respect of whom the Company has received notices in writing from members under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company."

8. Appointment of Ms. Nishqa Pillai (DIN: 09062780) as a Director of the Company:

To consider and if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT Ms. Nishqa Pillai (DIN: 09062780) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 11th February, 2021 in terms of Section 161(1) of the Companies Act, 2013 and Article 135 of the Articles of Association of the Company and who holds office up to the date of the 59th Annual General Meeting and in respect of whom the Company has received notices in writing from members under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company."

9. Appointment of Mr. Mahesh Fogla (DIN: 05157688) as a Director of the Company:

To consider and if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT Mr. Mahesh Fogla (DIN: 05157688) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 7th July, 2021 in terms of Section 161(1) of the Companies Act, 2013 and Article 135 of the Articles of Association of the Company and who holds office up to the date of the 59th Annual General Meeting and in respect of whom the Company has received notices in writing from members under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company."

10. Increase in Authorized Share Capital and consequent amendment to Memorandum of Association of the Company:

To consider and if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, and the provisions of Article 20 of the Articles of Association of the Company, approval of the Members be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 3,00,00,000 (Three Crores) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 70,00,00,000/- (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) equity shares of Rs. 10/- (Rupees Ten) by creation of additional 4,00,00,000 (Four Crores) equity shares of ₹ 10/- (Rupees Ten) each and consequently following clause (V) be substituted in place and stead of the existing clause of the Memorandum of Association of the Company:

V. The Authorised Share Capital of the Company is Rs. 70,00,00,000/- (Rupees Seventy Crores) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs.10/- (Rupees Ten) each with such ordinary privileges and other conditions attaching thereto as may be provided by the Articles of Association of the Company for the time being in force with power to increase its share capital by such amount as it thinks expedient by issuing Equity Shares, consolidate and divide all or any of its share capital into shares of larger amount than its existing shares, convert all or any of its fully paid-up shares of any denomination, sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum, so however that, in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced shares shall be the same as it was in the case of the share from which the reduced share is derived, cancel shares which, at the date of passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors and / or the Company Secretary of the Company be and are hereby severally authorised from time to time, to take steps and to do all such acts, deeds, matters and things as may be necessary, relevant, usual, customary or expedient, including filing necessary forms with the Registrar of Companies, Mumbai, Maharashtra as may be required in this regard."

11. Increase the investment limit for NRI Investors from 10%to 24%:

To consider and if thought fit, to pass, with or without modifications, the following Resolution as a Special Resolution:.

"RESOLVED THAT consent of the Board be and is hereby accorded to increase the investment limit for NRI Investors from present 10% to 24% as per the FDI Policy subject to approval of shareholders in general meeting;.

FURTHER RESOLVED THAT any Director be and is hereby authorized to file Form MGT-14 with the Registrar of Companies, Mumbai in this connection."

NOTES:

• 1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.patel-india.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e.www.evotingindia.com.
• 1. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020 and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
• 1. In continuation of this Ministry's General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.
• 1. Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at pill_investorservices@ patel-india.com
• 1. On account of threat posed by COVID-19 and in terms of the above mentioned MCA Circulars and SEBI Circular, the Company has sent the Annual Report, Notice of AGM and e-Voting instructions only in electronic form to the registered email addresses of the shareholders. Therefore, those shareholders who have not yet registered their email address are requested to get their email addresses registered with STA M/s Bigshare Services Pvt Ltd at following link given below:

https://www.bigshareonline.com/InvestorRegistration.aspx

• 1. The Register of Members and Share Transfer Books of the Company will remain closed from 27th July, 2021 to 2nd August, 2021 (both days inclusive).
• 1. Members seeking any information with regards to annual accounts are requested to write to the Company in advance so as to enable the management to keep the information ready.
• 1. Those Members who have not encashed their dividend warrants for the financial years 2013-14 to 2019-20 are requested to return the time barred dividend warrants or forward their claims to the Company or the Registrar & Share Transfer Agents (RTA) of the Company.
• 1. The Company has transferred the unclaimed dividends, upto 2012-13 to the Investor Education and Protection Fund (the Fund) established by the Central Government. Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the rules made thereunder, final dividend for the year 2013-14 which remains unclaimed for a period of 7 years is due for transfer to the Fund. Pursuant to applicable provisions of the Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of 7 (seven) years. Further, according to the Rules, shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
• 1. Kindly note that you can claim the said unclaimed dividend and the shares so transferred from IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The prescribed e-form IEPF-5 available on the website www.iepf.gov.in
• 1. Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).
• 1. In accordance with the amendments to Regulation the Securities and Exchange Board of India (SEBI) has revised the provisions relating to transfer of listed securities shall not be processed unless the securities are held in dematerialized form with a Depository (National Securities Depository Limited and Central Depository Services (India) Limited). This measure is aimed at curbing fraud and manipulation risk in physical transfer of securities by unscrupulous entities. Transfer of securities only in demat form will improve ease, facilitate convenience and safety of transactions for investors. Members holding shares in physical form are requested to convert their holding(s) to dematerialized form to eliminate all risks associated with physical shares.

5 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

• 1. Members are requested to send their PAN and Bank Account details to the Share Transfer Agents of the Company at 'Bigshare Services Private Limited', 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri (East), Mumbai 400059. This is to avoid the fraudulent encashment of dividend warrants.
• 1. The Company provides National Electronic Clearing Service (NECS) facility for the payment of dividend. Accordingly, shareholders holding equity shares in physical form are requested to send National Electronic Clearing Service (NECS) mandates, if any, to the Share Transfer Agents of the Company at 'Bigshare Services Private Limited', 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri (East), Mumbai 400059. Shareholders holding equity shares of the Company in the dematerialized form shall intimate to their respective Depository Participants about the NECS mandates.
• 1. In terms of section 101 and 136 of the Act, read together with the Rules made thereunder, the listed companies may send the notice of annual general meeting and the annual report, including Financial Statements, Board Report etc. by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website at www.patel-india.com, website of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.com and National Stock Exchange of India Ltd. at www.nseindia.com.The AGM Notice is also disseminated on the website of CDSL i.e. www.evotingindia.com
• 1. The shareholders who are holding shares in demat form and have not yet registered their e-mail IDs, are requested to register their e-mail IDs with their Depository Participant at the earliest, to enable the Company to use the same for serving documents to them electronically, hereinafter. Shareholders holding shares in physical form may kindly provide their e-mail IDs in writing to the Share Transfer Agents of the Company at 'Bigshare Services Private Limited', 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri (East), Mumbai 400059.

22. CDSL e-Voting System – For Remote e-voting and e-voting during AGM

• 1. The Company has appointed Dinesh Kumar Deora, Practising Company Secretary (FCS No. 5683 CP No. 4119),as the Scrutiniser to the e-voting processin a fair and transparent manner.
• 1. The instructions for members for voting electronically and joining virtual meeting are as under:-
  • (i) The voting period begins on 30th July, 2021 at 9.00 a.m IST and ends on 1st August, 2021 at 05.00 p.m IST. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) 26th July, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular**,** Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholdersholding securities inDemat mode withCDSL	1.Users who have opted for CDSL Easi / Easiest facility, can login throughtheir existing user id and password. Option will be made available to reache-Voting page without any further authentication. The URL for users to loginto Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.com and click on Login icon and select New System Myeasi.
	2.After successful login the Easi / Easiest user will be able to see the e-Votingoption for eligible companies where the evoting is in progress as per theinformation provided by company. On clicking the evoting option, the user willbe able to see e-Voting page of the e-Voting service provider for casting yourvote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting. Additionally, there is also links provided to access the system of alle-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that theuser can visit the e-Voting service providers' website directly.
	3.If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page by providing DematAccount Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin Thesystem will authenticate the user by sending OTP on registered Mobile & Emailas recorded in the Demat Account. After successful authentication, user will beable to see the e-Voting option where the evoting is in progress and also ableto directly access the system of all e-Voting Service Providers.
Individual Shareholdersholding securities indemat mode with NSDL	1.If you are already registered for NSDL IDeAS facility, please visit thee-Services website of NSDL. Open web browser by typing the followingURL: https://eservices.nsdl.com either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the "Beneficial Owner"icon under "Login" which is available under 'IDeAS' section. A new screenwill open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on "Access toe-Voting" under e-Voting services and you will be able to see e-Voting page.Click on company name or e-Voting service provider name and you will bere-directed to e-Voting service provider website for casting your vote during theremote e-Voting period or joining virtual meeting & voting during the meeting.
	2.If the user is not registered for IDeAS e-Services, option to register is availableat https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or clickat https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. A new screenwill open. You will have to enter your User ID (i.e. your sixteen digit demataccount number hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected toNSDL Depository site wherein you can see e-Voting page. Click on companyname or e-Voting service provider name and you will be redirected to e-Votingservice provider website for casting your vote during the remote e-Voting periodor joining virtual meeting & voting during the meeting

Type of shareholders

Login Method

Individual Shareholders(holding securitiesin demat mode)login throughtheir DepositoryParticipants

You can also login using the login credentials of your demat account throughyour Depository Participant registered with NSDL/CDSL for e-Voting facility. AfterSuccessful login, you will be able to see e-Voting option. Once you click on e-Votingoption, you will be redirected to NSDL/CDSL Depository site after successfulauthentication, wherein you can see e-Voting feature. Click on company nameor e-Voting service provider name and you will be redirected to e-Voting serviceprovider website for casting your vote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities inDemat mode with CDSL	Members facing any technical issue in login can contactCDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and22-23058542-43.
Individual Shareholders holding securities inDemat mode with NSDL	Members facing any technical issue in login can contactNSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

The shareholders should log on to the e-voting website www.evotingindia.com.

• 1. Click on "Shareholders" module.
• 1. Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 1. Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

1. If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding sharesin Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholders)
	•Shareholders who have not updated their PAN with the Company/DepositoryParticipant are requested to use the sequence number sent by Company/RTA orcontact Company/RTA.
Dividend BankDetails	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded inyour demat account or in the company records in order to login.
ORDateofBirth (DOB)	1.If both the details are not recorded with the depository or company, please enter themember id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on "SUBMIT" tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for the relevant PATEL INTEGRATED LOGISTICS LIMITED on which you choose to vote.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiv)You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; sweta.parekh@patel-india.com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

• 1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
• 1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

9 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

• 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at sweta.parekh@patel-india.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at sweta.parekh@patel-india.com. These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
• 1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

3. Other instructions:

The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.patel-india. com and on the website of CDSL www.cdslindia.com within 2 days of the passing of the Resolutions at the AGM of the Company and communicated to the Stock Exchanges where the shares of the Company are listed.

• i. Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares as on cut-off date i.e. 26th July, 2021 may follow the same procedure as mentioned above for e-voting.
• ii. Any person who is not a member of the Company as on cut-off date i.e. 26th July, 2021, should treat this Notice for information purposes only.

Registered Office: By order of the Board, Patel House, 5th Floor, Plot No.48, Gazdarbandh, North Avenue Road, (Sweta Parekh) Santacruz (west), Company Secretary Mumbai-400 054. ACS-43754

Mumbai, 07th July, 2021

Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013)

As required by section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the business mentioned under Item No.4 of the accompanying Notice.

Your Directors have, subject to the approval of the Company's members in the General Meeting, and on the recommendation of Nomination and Remuneration Committee, appointed Mr. Hari V. Nair as the Managing Director of the Company for a period of one year with effect from 12th February, 2021 on the terms and subject to conditions set out in the draft agreement referred to in the Resolution at item no. 4 of the Notice. The material terms, including remuneration, of the said Agreement are as follows:

(A) PERIOD :

One year with effect from 12th February, 2021 up to 11th February, 2022.

• (B) REMUNERATION:
  • 1. A Basic Salary of Rs. 3,34,400/- p.m. with liberty to the Board to grant or with hold increments as the Board of Directors deemed fit within the range of remuneration of Rs.40.00 lacs to Rs.60.00 lacs;
  • 1. House Rent Allowance Rs.16,720/- p.m.;
  • 1. Special HRA Rs. 66,880/- p.m.;
  • 1. Use of motor car with reimbursement of driver's salary of Rs.14,400/- p.m. with provision for increment @10% p.a.;
  • 1. Monthly mobile reimbursement and the monthly petrol reimbursement will be paid on actual. The reimbursement will be claimed against the bill;
  • 1. Conveyance Rs. 1600/- p.m.;
  • 1. Medical Rs. 1250/- p.m.;
  • 1. Other allowances of Rs. 2281/- p.m.;
  • 1. 24 days privilege leave with full pay and allowances for each completed year of service, the said leave being accumulatable as per the rules of the Company but encashable only at the end of the tenure;
  • 1. 10 (ten) days sick leave and 6 (six) days casual leave for each completed year of service, the said leave being accumulatable as per the rules of the Company but not encashable;

The remuneration including the perquisites above mentioned shall, nevertheless, be paid and allowed to the Managing Director as minimum remuneration for any financial year in case of absence or inadequacy of profits, subject to the condition that such remuneration shall not, exceed the limits computed on the basis of the effective capital of the Company as defined in the Explanation I under section IV of part II to Schedule V of the Companies Act, 2013, as in force for the time being or as amended in future.

Provided further that the under mentioned perquisites, namely:

• (a) Contribution to Provident Fund, Superannuation Fund or Annuity Fund to the extent these, singly or put together, are not taxable under the Income-tax Act, 1961;
• (b) Gratuity payable at the rate not exceeding half a months salary for each completed year of service; and
• (c) Encashment of leave, at the end of the Managing Director's tenure of service, shall not be included in the computation of the above mentioned ceiling on remuneration.
• (C) OTHER MAJOR TERMS:
  • (i) The Managing Director shall not divulge or disclose any confidential information or knowledge as to the business and affairs of the Company;
  • (ii) In the event of death of the Managing Director, during the term of the Agreement, the Company shall pay to his legal heirs, his full salary and other emoluments for that month and for three months thereafter;
  • (iii) Both parties are entitled to terminate the agreement by giving 90 days notice in writing, without assigning any reasons.

Mr. Hari Nair has a Bachelor's degree in arts (economics) from University of Bombay and has over 18 years of experience in marketing, sales and business management and has been associated with our Company since 2002.

Mr. Hari Nair in the past, successfully served as CEO of the Company and is presently proposed to be appointed as the Managing Director of the Company.

The appointment and payment of remuneration to Mr. Hari Nair has been approved by the Nomination and Remuneration Committee of the Board of Directors of the Company at their meeting held on 12th February, 2021. The Committee, while approving the remuneration payable to Mr. Hari Nair as the Managing Director, took in to account the Remuneration Policy of the Company, financial position of the Company, trend in the Industry, experience and expertise of Mr. Hari Nair as well as his past performance and past remuneration.

The remuneration payable to Mr. Hari Nair as per the Agreement, complies with the requirements of Schedule V of the Companies Act, 2013 and falls within limits as specified in table (A) of Section II of Part II of the said Schedule V.

Your Directors are of the view that the appointment of Mr. Hari Nair as the Managing Director is in the interest of the Company and shareholders and accordingly, recommend the resolution at item no. 4 of the Notice for the approval of members.

Except Mr. Hari Nair and his relatives, no other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the proposed Special Resolution as set out at Item No. 4 of the Notice, except to the extent of their shareholding, if any, in the Company

The draft agreement between the Company and Mr. Hari Nair is available for the inspection of members at the Registered Office of the Company on all working days (except Saturdays, Sundays and Public Holidays) between 11.00 A.M and 1.00 P.M till the date of the meeting.

The information as required under Section II of Part II of Schedule V to the Companies Act, 2013 is given below :

I General Information :

Nature of industry

The Company is mainly engaged in the business of Co-Loading of Airfreight and Logistics.

The date of commencement of commercial production or services

The services of the Company commenced on the date of its incorporation i.e. 22nd June, 1962.

In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

Financial performance based on given indicators as per audited financial statements for the year ended 31st March, 2021

Particulars	Amount
	(Rs. in Lacs)
Total Income	21730.29
Profit Before Tax	27.17
Profit After Tax (inclusive of extra ordinary items)	5.49
Total Comprehensive Income	104.86
Net Worth	11661.61

Foreign investments or collaborators, if any: Not Applicable

II Information about the appointee :

Sr.No.	Heading	Particulars
1.	Background Details :
	Name	Mr. Hari Nair
	Age	54 years
	Qualifications	Bachelor's degree in Arts (economics) from University of Bombay
	Expertise	Mr. Hari Nair has Has over 18 years of experience in marketing, sales andbusiness management and has been associated with our Company since 2002.
2.	Past remuneration	During the tenure as a CEO of Patel Integrated Logistics Limited, Mr. Hari Nairdrew a Salary of Rs. 3,34,400/- per month with other perquisites and amenities.

Sr.No.	Heading	Particulars
3.	Recognition or awards	None
4.	Job Profile and his suitability	The job profile of Mr. Hari Nair as the Managing Director of Patel IntegratedLogistics Limited will comprise of managing the day to day affairs of theCompany under the supervision, control and guidance of the Board of Directors.
5.	Remuneration proposed	In case of absence or inadequacy of profits, a Salary of Rs. 3,34,000/- per monthwith other perquisites and amenities, as mentioned herein before, provided thatthe consolidated remuneration shall not exceed the limits as prescribed in table(A) of Section II of Part II of the Schedule V of the Companies Act, 2013.
6.	Comparative remunerationprofile with respect to industry,Size of the Company, profile ofthe position and the person	The remuneration proposed to be paid to Mr. Hari Nair is favorably comparablewith the remuneration paid to managerial personnel in similar type of companiesand is commensurate with the size of the Company and the profile & positionof Mr. Hari Nair.
7.	Pecuniary relationship directlyor indirectly with the Company,or relationship with themanagerial personnel, if any	Mr. Hari Nair does not have any direct pecuniary relationship with the Companyother than receiving remuneration as the Managing Director approved by theshareholders.

III Other Information :

1. Reasons for loss or inadequate profits:

The Company has earned profits at the end of financial year 31st March 2021. Still the profits are not adequate to pay the present salary as per limits specified in section 197 of the Companies Act 2013.

As the Company operates in the services sector, the performance of the Company is directly affected by the buoyancy or otherwise in the economic activity in the Country. The performance of the Company in a particular period is decided by various internal as well as external factors out of the control of the Company.

The profits of the Company are subject to market forces, however the effective capital base is not much affected. Considering this, as a matter of prudent policy, the appointment of Mr. Hari Nair as Managing Director has been made under the provisions of Schedule V of the Companies Act, 2013.

Temporary factors which have a depressing effect on the performance of the Company in the short run shall not be allowed to affect the hiring and selection policies of the Company during lean periods. This is especially true in case of managerial personnel whose expertise and initiative can, many a times, decide fortunes of an organization in today's highly competitive corporate world.

1. Steps taken or proposed to be taken for improvement:

The Company has inherent strengths in form of its asset base, innovative products and national reach. The Indian Economy is now stabilizing and hence your Company is hopeful of satisfactory performance in the immediately foreseeable future.

The Company apart from developing its existing business of air cargo, the Company relies on cost saving measures like rationalization of manpower resources and operation cost and overhead expenses, the Company is expected to control unwanted expenditure.

3. Expected increase in productivity and profits in measurable terms:

As stated earlier, it is not possible to quantify the profits in measurable terms due to the fact that, being in the services sector, the performance of the Company depends largely upon the performance of the economy as a whole.

However, in the current economic scenario the Indian economy is expected to keep the upward graph at least in the immediately foreseeable future and therefore the performance indicators of the Company are also expected to look up.

IV Disclosures:

The remuneration package of Mr. Hari Nair as the Managing Director of the Company has been stated in detail elsewhere in this explanatory statement. The other required disclosures are made in the Directors' Report.

Item No. 5 and 6

As per the provisions of Sections 149, 152 and Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder, the Company had appointed Mrs.Jasmine Mehta and Mr. Ramakant Kadam, as Independent Directors at its 58th Annual General Meeting held on 29th September, 2020. As the above directors shall be completing their first term of appointment upon completion of one year from the respective dates of their appointment during the current year, they are eligible for re-appointment for another term of one year and three consecutive years respectively subject to approval of the Members by Special Resolution.

All the above named two directors are active and keep good health and have consented to their re-appointment and confirmed that they do not suffer from any disqualifications for their re-appointment as Independent Directors.

The performance evaluation of the Independent Directors was conducted by the entire Board of Directors (excluding the Director being evaluated) on the basis of structured parameters. Based on the performance evaluation of the Independent Directors, the Nomination and Remuneration Committee and the Board of Directors of the Company have recommended the re-appointment of the aforesaid persons as Independent Directors for a second term of one year and three consecutive years respectively. During their tenure of appointment, they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions for re-appointment as Independent Directors and they are independent of the Management. The brief profile of all these Directors is given in the annexure and forms part of this Notice. Copy each of the draft letter of appointment of these Directors as Independent Directors setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. Having regard to the qualifications, knowledge and experience of the Directors, their continuance on the Board of the Company will be in the interest of the Company. Therefore, the Board recommends the Resolutions as set out in Item Nos. 5 to 6 of the Notice for approval of the Members. None of the Directors or Key Managerial Personnel of the Company and their relatives other than the respective Independent Directors are in anyway deemed to be concerned or interested in the Resolutions as set out in Item Nos. 5 to 6 of the Notice.

Item No.7 and 8

The Board of Directors of the Company at their meeting held on 11th February, 2021 and on the recommendation of Nomination and Remuneration Committee, appointed Ms. Jasmin Lalla (DIN: 00074858) and Ms.Nishqa Pillai (DIN: 09062780) as Additional Directors in terms of Section 161(1) of the Companies Act, 2013 and Article 135 of the Articles of Association of the Company and who holds office up to the date of the 59th Annual General Meeting and in respect of whom the Company has received notices in writing from members under Section 160 of the Companies Act, 2013 proposing their candidature for the office of Director, be and is hereby appointed as Directors of the Company."

Their profile / information is given separately in the Notice. The Board of Directors are confident that with Ms. Jasmin's experience and expertise and Ms. Nishqa's expertise, the Company would greatly benefit from their appointment.

Ms. Jasmin Lalla and Ms. Nishqa Pillai are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and has given their consent to act as Directors.

The Resolution seeks the approval of members for the appointment of Ms Jasmin Lalla and Ms. Nishqa Pillai as the Directors of the Company and are liable to retire by rotation.

Except Ms. Jasmine Lalla and Ms. Nishqa Pillai and their relatives, no other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the proposed Ordinary Resolution as set out at Item No. 7 and 8 of the Notice, except to the extent of their shareholding, if any, in the Company.

Item No. 9

The Board of Directors of the Company at their meeting held on 7th July, 2021 and on the recommendation of Nomination and Remuneration Committee, appointed Mr. Mahesh Fogla (DIN: 05157688) as an Additional Director in terms of Section 161(1) of the Companies Act, 2013 and Article 135 of the Articles of Association of the Company and who holds office up to the date of the 59th Annual General Meeting and in respect of whom the Company has received notices in writing from members under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company."

His profile / information is given separately in the Notice. The Board of Directors are confident that with Mr. Mahesh Fogla's experience and expertise, the Company would greatly benefit from his appointment.

Mr. Mahesh Fogla is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as a Director.

The Resolution seeks the approval of members for the appointment of Mr. Mahesh Fogla as the Director of the Company and is liable to retire by rotation.

Except Mr. Mahesh Fogla and their relatives, no other Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise in the proposed Ordinary Resolution as set out at Item No. 9 of the Notice, except to the extent of their shareholding, if any, in the Company

The Board recommends this Ordinary Resolution for the approval of the members.

Item No. 10

With a view to augment long term capital for the business of the Company, it is proposed to increase the authorised share capital of the Company. The proposed increase of authorised share capital is approved by the board of directors on 7th July, 2021 and requires approval of members at the Annual general meeting.

Considering this it is proposed to increase the Authorised Capital by a further amount of Rs.40.00 crores i.e. up to Rs.70.00 crores to cover the proposed increase in the paid-up capital due to the reason stated above.

Resolution is consequential to Resolution recording the change / enhancement in the Authorised Share Capital of the Company in the respective clause of Memorandum of Association of the Company.

A certified copy of the amended Memorandum of Association of the Company will be open for inspection of members at the Registered Office and Corporate Office of the Company between 10.00 a.m. to 12.30 p.m. on all working days except Saturdays till the date of the meeting

None of the Directors, Key Managerial Personnel of the Company and their respective relatives are interested or concerned financially or otherwise in the said Resolution except to the extent of their respective shareholding, if any, in the Company.

The Board recommends this Special Resolution for the approval of the members.

Item No. 11

The Board of Directors in their meeting held on 26th May, 2021 approved the increase the investment limit for NRI investors (from 10% to 24%) as the company has crossed the NRI investment of 10% in rights issue, therefore we need to increase the limit of NRI investment from 10%to 24% as per the FDI Policy and in view of the 100% threshold of direct investment in the logistics and warehousing sector.

The Board recommends this Special Resolution for the approval of the members.

Patel House, 5th Floor, Plot No.48, Gazdarbandh, North Avenue Road, (Sweta Parekh) Santacruz (west), Company Secretary

Registered Office: By order of the Board,

Mumbai-400 054. ACS-43754

Mumbai, 07th July, 2021

15 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

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Particulars	Mrs. Jasmine D. Mehta	Mr. Ramakant K. Kadam	Ms. Nishqa Pillai	Ms. Jasmin Lalla	Mr. Hari Nair	Mr. Mahesh Fogla
DIN	05220159	03575629	00224193	00074858	03575629	05157688
Age	54 years	63 years	25 years	49 years	54 years	49 years
Qualifications	B.Com, C.A. CPA (USA).	B.Com.(Hons.), BGL(Bombay University).	design from University ofBachelor's degree inMysore.	Holds a post graduateUniversity of Bombay.diploma in businessadministration fromWelingkar InstituteBachelor's degreea master's degreein commerce fromDevelopment andin commerce andof ManagementResearch.	arts (economics) fromUniversity of Bombay.Bachelor's degree in	C.A,C.W.A
Expertise	She has expertise in the fieldEconomics for last 22 years.Presently she is AssociateShe has also worked withof Accounts and Finance,College of Commerce &Professor in SydenhamIncome Tax and Audit.Reliance Capital Ltd.	Resources & Administrationglobal arena across diversewith more than 35 years ofincluding 20+ years on theHe is International HumanManagement professionalOperations management,corporate level within theoutstanding multifacetedAdministration, Legal &Relations, Personnel,experience in Publicindustries.	as a Graphic Designerand a degree in VisualCommunication andindustry experienceStrategic Branding.3 years of	Company since 2001.associated with ourShe has been	and has been associatedwith our Company sincebusiness managementHe has an experiencemarketing, sales andof over 18 years in2002.	Experience in FinanceTaxation and Strategicbuilding & relationshipaccounts. Structuringa qualified CharteredAccountant and Costmanagement skills &Mr. Mahesh Fogla iswith analytical, teamAccountant with rich& Accounts, Legal &Taxes & Cost. He isFinancial Planning.minimize impact ofan effective leaderHe has more thanMIS, maintainingconceptualizing& implementing& finalization ofTransactions toexperience inCommercial25 years ofabilities.

Particulars	Mrs. Jasmine D. Mehta	Mr. Ramakant K. Kadam	Ms. Nishqa Pillai	Ms. Jasmin Lalla	Mr. Hari Nair	Mr. Mahesh Fogla
	05220159	03575629	00224193	00074858	03575629	05157688
Re-AppointmentAppointment /Particulars Of	Independent Director of theIndependent Director of theMrs. Jasmine Mehta as an4th December 2019. It isproposed to re-appointCompany sinceCompany.	Independent Director of theIndependent Director of theproposed to re-appoint Mr.Ramakant Kadam as an30th June 2020. It isCompany sinceCompany.	11th February, 2021. TheDirector of the Company.Additional Director (Nonproposed to appoint herExecutive Director) withAct, 2013 signifying herNon-Executive DirectorCompany has receivedThe Board of Directors160 of the Companiesas the Non Executivenotice under Sectionof the Company. It isappointed her as ancandidature as aneffect from	Executive Director of theExecutive Director of the(Executive Director) with11th February, 2021. TheCompany. It is proposedCompany has receivedThe Board of Directors160 of the Companiesher candidature as annotice under Sectionto appoint her as theappointed her as anAct, 2013 signifyingAdditional Directoreffect fromCompany.	Managing Director of theManaging Director of the(Executive Director) withCompany. It is proposedThe Board of Directorsreceived notice under22nd December 2020.to appoint him as theappointed him as an2013 signifying hisAdditional DirectorThe Company hasSection 160 of thecandidature as anCompanies Act,effect fromCompany.	Executive Director ofhim as an Additionalproposed to appointDirectors appointedAct, 2013 signifyingExecutive Director)under Section 160his candidature as7th July, 2021. Theof the Companiesan Non Executivewith effect fromreceived noticehim as the NonDirector of theCompany. It isCompany hasDirector (NonThe Board ofthe Company.
No. of shares heldin the Company	Nil	10404 shares	Nil	Nil	Nil	05 shares
Other Directorships31st March, 2021as on	Works Private LimitedPatel Holdings LtdP. B. Engineering••	Nil	Nil	Nil	Nil	Nil
*Chairmanship(s) /Membership(s) ofCommittees as on31st March, 2021	Patel Holdings LimitedLogistics LimitedPatel IntegratedAudit CommitteeAudit Committee(Chairman)(Member)••	Stakeholders' RelationshipRemuneration CommitteeLogistics LimitedPatel IntegratedLogistics LimitedPatel IntegratedNomination and(Member)(Member)Committee••	Logistics LimitedPatel IntegratedLogistics LimitedPatel IntegratedNomination and(Chairman)Remuneration(Member)Stakeholders'RelationshipCommitteeCommittee••	Logistics LimitedPatel IntegratedAudit Committee(Member)•	Nil	Nil

DIRECTORS' REPORT

To,

The Members of the Company

Your Directors have pleasure in presenting their 59th Annual Report and audited statement of accounts of the Company for the financial year ended 31st March, 2021.

FINANCIAL PERFORMANCE:

The Company's financial performance for the year ended 31st March, 2021 is summarized below:

		(₹ in lakhs)
	2020-21	2019-20
Income
Revenue From Operations	21224.93	34740.93
Other Income	505.36	646.56
Total Income	21730.29	35387.49
Expenses
Operating Cost	18987.33	30816.66
Employee Benefits Expense	1133.92	1879.84
Finance Costs	758.79	738.90
Depreciation and Amortization Expense	235.48	390.57
Other Expenses	587.60	1235.05
Total Expenses	21703.12	35061.02
Profit before exceptional and extraordinary items and Tax	27.17	326.47
Exceptional items	-	957.28
Profit/(Loss) before Tax	27.17	1283.75
Provision for Tax	21.68	209.69
Profit/(Loss) after Tax	5.49	1074.06
Other comprehensive income
Item that will not be reclassified to Statement of Profit and Loss	(99.37)	760.55
Income tax relating to item that will not be reclassified to Statement of Profit and Loss	-	(56.69)
Total Other Comprehensive Income	99.37	(703.86)
Total Comprehensive Income for the year	104.86	370.20

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2020-21 your Company posted the total comprehensive income of ₹ 1.04 cr. for the year ended 31st March, 2021 as compared to ₹ 3.70 cr. for the year ended 31st March, 2020. Income from operations for the year ended 31st March, 2021 was ₹ 212.25 cr. as compared to ₹ 347.41 cr. for the year ended 31st March, 2020. Net Worth stood at ₹116.61 cr. Basic and Diluted EPS was ₹ 0.03.

Material changes and commitments affecting the financial position of the Company after the end of the financial year till the date of this Report:

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relates and the date of this report.

The unprecedented Covid-19 pandemic seriously impacted the general economy since March 2020 as several restrictions have been imposed by the Governments across the globe on the travel, goods movement and transportation, considering public health and safety measures. Your Company's business operations were disrupted due to lockdown during major part of the year. Air cargo business operations continued to be affected due to limited operation of Airlines.

The future impact of COVID-19 on operations of the Company largely depends upon how fast the Airline operations are resumed back to normal for Air cargo operations. This depends upon severity of the pandemic.

There is no other change in the nature of business during the year under review.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

There is no subsidiary of company as on 31st March, 2021. The Company does not have any Associate or Joint Venture Company as on 31st March, 2021.

TRANSFER TO RESERVES:

Your Company has transferred ₹ NIL to the general reserve and ₹ 12 crore to contingency reserve.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of ₹ 0.10 per share i.e. 1% on the equity share capital of the Company for the financial year ended 31st March, 2021. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Company's long term objectives of growth and also for conservation of resources.

OPERATIONS AND FUTURE OUTLOOK:

The Company will continue to focus and undertake 'air cargo' business and 'warehousing' business. The Company's air cargo business performed satisfactory during the year 2020-21. The COVID-19 pandemic continued its impact on the businesses of the Company with the second wave disrupting the operations in the fourth quarter. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business and it will take a few months for the economic activities to revive and gain momentum.

The Future outlook of the business is highly dynamic. As markets evolve and customer demands change, we need to constantly review and update our operation and products to meet the market need.

During the year the Company has ventured into health and fitness industry by taking franchisee of GYM business.

FINANCE:

Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements as well as long term finance for funding the part of capital expenditure. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting. The Company could bring down interest cost by proper mix of utilization of finance from various banks and closely pursuing with the Bank to reduce the Interest cost.

Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at ₹1,177.76 lacs as on 31st March, 2021. There were no unpaid or overdue deposits as on 31st March, 2021, other than unclaimed Deposits and interest accrued thereon aggregating ₹ 28.66 lacs out of which nothing is outstanding for the period of more than seven years and liable to be transfer to Investor Education and Protection Fund.

There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

Credit Rating:

The Company is continued to be rated as 'IND BBB' [outlook negative] for Company's fund based borrowings & finance lease and 'IND A3+' [outlook negative] rating for its non fund based borrowings and 'IND tA-' (Negative) for its Fixed Deposit Programme by India Ratings & Research Private Ltd (India Ratings), a Fitch group Company. The rating is valid as on the date of reporting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company's CSR policy focuses on areas such as education, support for the women, elderly people, children and social inclusion. This entails transcending business interests and grappling with the "quality of life" challenges that underserved communities face, and working towards making a meaningful difference to them. The detailed policy of the Company is available on our website www.patel-india.com

During the year, we have spent ₹ 2,99,520/- on CSR activities. The details of CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2021, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 500 listed entities.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires upgradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls.

The Internal Audit firm monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the following changes occurred in the composition of the Board and the Key Managerial Personnel of your Company:

Mr. Rajesh K. Pillai (DIN: 00224193), Non Executive Director ceased to be director of the Company upon his resignation on 21st December, 2020.

Mr. Syed K. Husain, (DIN: 03010306) Executive Chairman resigned w.e.f. 2nd February,2021.

Mr. Vilas Unavane, (DIN: 02929561) Independent Director of the company ceased to be director of the Company w.e.f. 8th February, 2021.

Subject to approval of members in the General Meeting, the Board on the recommendation of the Nomination and Remuneration Committee appointed Mr. Hari Nair (DIN: 02362137) as an Additional Director of the Company with effect from 22nd December, 2020. Mr. Hari Nair was appointed as an Additional Managing Director of the Company w.e.f 12th February, 2021. Mr. Hari Nair vacates office of Director at the ensuing Annual General Meeting. The Company has received a Notice proposing the candidature as the Managing Director of the Company under the Companies Act, 2013.

In view of the provisions of the Companies Act, 2013, Mr. Hari Nair (DIN: 02362137) is liable to retire by rotation at the ensuing Annual General Meeting and he offers himself for re-appointment.

Subject to approval of members in the General Meeting, the Board on the recommendation of the Nomination and Remuneration Committee appointed Ms. Jasmin Lalla (DIN: 00074858) as an Additional Director of the Company with effect from 11th February, 2021. Ms. Jasmin Lalla vacates office of Director at the ensuing Annual General Meeting. The Company has received a Notice proposing the candidature as the Executive Director of the Company under the Companies Act, 2013.

Subject to approval of members in the General Meeting, the Board on the recommendation of the Nomination and Remuneration Committee appointed Ms. Nishqa Pillai (DIN: 09062780) as an Additional Director of the Company with effect from 11th February, 2021. Ms. Nishqa Pillai vacates office of Director at the ensuing Annual General Meeting. The Company has received a Notice proposing the candidature as the Non-Executive Director of the Company under the Companies Act, 2013.

Subject to approval of members in the General Meeting, the Board on the recommendation of the Nomination and Remuneration Committee appointed Mr. Mahesh Fogla (DIN: 05157688) as an Additional Director of the Company with effect from 7th July, 2021. Mr. Mahesh Fogla vacates office of Director at the ensuing Annual General Meeting. The Company has received a Notice proposing the candidature as the Non-Executive Director of the Company under the Companies Act,2013.

The term of office of Mrs. Jasmine Mehta (DIN: 05220159) of the Company expired on 2nd December, 2020. The Board of Directors based upon the performance evaluation and recommendation of Nomination and Remuneration committee reappointed Mrs. Jasmine Mehta as Independent Director of the Company for a second term of 1 (one) year on the expiry of the current term of office. Approval of members is sought for re-appointment of Mrs. Jasmine Mehta as Independent Director of the Company for second term of one year, who being eligible have offered herself for re-appointment at the ensuing Annual General Meeting.

The term of office of Mr. Ramakant Kadam (DIN: 03575629) of the Company expired on 29th June, 2021. The Board of Directors based upon the performance evaluation and recommendation of Nomination and Remuneration committee reappointed Mr. Ramakant Kadam as Independent Director of the Company for a second term of 3 (three) consecutive years on the expiry of the current term of office. Approval of members is sought for re-appointment of Mr. Ramakant Kadam as Independent Director of the Company for second term of three years, who being eligible have offered himself for reappointment at the ensuing Annual General Meeting.

Mr. Mahesh Fogla resigned as Chief Financial Officer of the Company w.e.f 19th October, 2020 and Mr. Deepak Keni was appointed as the Chief Financial Officer of the Company w.e.f 30th October, 2020.

Mr. Nitin Akolkar resigned as Company Secretary of the Company w.e.f 30th October, 2020 and Ms. Sweta Parekh was appointed as Company Secretary of the Company w.e.f 2nd November, 2020.

There is no other Key Managerial Personnel appointed or resigned during the year under review.

Disclosure from Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the existing Independent Directors of their registration on the Independent Directors Database maintained by the Institute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in Act as well as the Rules made thereunder and are independent of the management.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 30th March, 2021 have reviewed and evaluated the performance of Board as a whole, and of the Managing Director.

Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

During the year Eight Board Meetings and Six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Approval of the Members of the Company is also obtained in case any related party transaction was not on arm's length basis and exceeds the prescribed limits. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Apart from receiving remuneration by executive directors, sitting fees by Non executive directors, and professional fees paid to qualified professional directors none of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosure.

The policy on related party transactions has been placed on the Company's website and can be accessed through the following link:

http://patel-india.com/uploads/Privacy\_policies/Pdf-132024539827384008.pdf

STATUTORY AUDITORS AND AUDITORS' REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Shah & Associates, Chartered Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 55th Annual General Meeting upto the 60th Annual General Meeting of the Company to be held in calendar year 2022. The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Auditors have issued their report on the financial statements for the financial year ended March 31, 2021, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

The Auditors' Report for the financial year 2020-21 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed DM & Associates Company Secretaries LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31st March, 2021 is set out as "Annexure [III]" to this Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company is in compliance with the provisions of the same.

DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance, pursuant to regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

A Business Responsibility Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 500 listed entities based on market capitalization.

Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2021 is available on the Company's website and can be accessed at www.patel-india.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i)	The steps taken or impact onconservation of energy	:	The operations of your Company are not energy intensive. However allefforts are made to conserve and optimize use of energy with continuousmonitoring, improvement in Maintenance systems and through improvedoperational techniques.
	(ii) The steps taken by the Companyfor utilizing alternate sources ofenergy	:	The Company has on going process to conserve the energy byreplacement of old electronic devices and installation of new efficientpower saving devices whenever required.
(iii)	The capital investment on energyconservation equipments	:	No material capital investment incurred by the Company during the year2020-21.

(B) TECHNOLOGY ABSORPTION:

(i)	Theeffortsmadetechnology absorption:	towards	:	Updating of Technology is a Continuous process; appropriate technologyis implemented and adapted by the Company for innovation. Efforts arecontinuously made to develop new products required in the Transportand Logistics Industry.
(ii)	The benefits derived:		:	The Company is steadily delivering on its promise of providing the swiftservice Investment in IT and state-of-the art tracking systems,
	(iii) Imported Technology:		:	There is no imported technology imported during the last three years.
	(iv) TheexpenditureincurredResearch and Development:	on	:	No expenditure is incurred on Research and Development by theCompany during the year 2020-21.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

			(₹ in lakhs)
		Year ended31st March, 2021	Year ended31st March, 2020
Earnings in Foreign Exchange
Air Freight Billing, and other expenses (Net)		Nil	Nil
	TOTAL …	Nil	Nil
Expenditure in Foreign Currency
Membership and Subscription Fees		0.51	0.67
Travelling (excluding air fare)		Nil	3.84
	TOTAL …	0.51	4.52

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure [IV]" to this report.

The information required pursuant to Section 197 read with Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding this information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of internal complaint committee under the said Act to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2020-21:

No. of Complaints received	:	Nil
No. of Complaints disposed off	:	Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2021 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

• 1. In the preparation of the annual accounts, for the year ended 31st March, 2021, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;
• 1. The Directors have selected such accounting policies and applied them consistently and made judgment 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 31st March, 2021 and of the profits of the Company for the financial year ended 31st March, 2021;
• 1. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• 1. The Directors have prepared the Annual Accounts of the Company on a 'going concern' basis;
• 1. The Company has proper internal financial controls in place. However, the Company continues to develop better controls for implementation in current financial year.
• 1. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION:

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors

Registered Office: Patel House, 5th Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West) Mumbai – 400 054**.** HARI NAIR Managing Director DIN: 02362137

FARUKH S. WADIA Director DIN: 00097162

Mumbai, dated 7th July, 2021

ANNEXURE I

Report on the Corporate Social Responsibility (CSR) Activities for the year 2020-21

1. Brief outline of your Company's CSR policy:

The objective of the CSR policy of the Company is to define the contribution which the Company can make towards its Corporate Social Responsibility, the geographical limits within which it envisages to make such contribution, the chosen activities, programs or projects for its CSR activities and the control and reporting mechanism which will ensure proper functioning of such CSR activities to the optimum results.

The scope of CSR activities are taken into account as per the Schedule VII of the Companies Act, 2013. Preference is to be given to the local areas of the offices of the Company.

In accordance with the CSR Policy of the Company, the CSR initiatives would be focused around following identified thrust areas for channelizing the resources:

• 1. Health
• 1. Education
• 1. Environment
• 1. Ethnicity
• 1. Sports
• 1. Support to Technology Incubators

The CSR Policy of your Company is available on website at following link.

http://www.patel-india.com/images/pdf/csr\_policy.pdf

2. Composition of CSR Committee:

Mr. Farukh Wadia	Chairman	Independent Director
Mr. Hari Nair	Member	Executive Director
Ms. Nishqa Pillai	Member	Non-Executive Director

Ms. Sweta Parekh acts as the Secretary to the Committee.

3. Average Net Profit before Tax of the Company for last 3 financial years: ₹ (128,93,952.64)

4. Prescribed CSR expenditure (2% of this amount as in Sr. No. 3 above): ₹ NIL

5. Details of CSR spent during the financial year:

• a. Total amount spent for the financial year: ₹ 2,99,520/-
• b. Amount unspent, if any: ₹ Nil
• c. Manner in which the amount spent during the financial year is detailed below:

CSR projects / Activities	Sector inwhich the	Location whereproject isundertakenState (Local Area/District)	Amount outlay(budget)	Amount Spent on theProjects or Programs		CumulativeExpenditure	Amountspent: Direct
	Project iscovered			Project /ProgramsWise	1. DirectExpenditure	2.Overheads	upto thereportingperiod
The Company is undertaking a projectthrough The Rotary Club of BombayBandra Charitable Trust for donating MedicalEquipments for the Mobile Medical Vanwhich will move from locality to locality toprovide medical checkup and medicines freeto Guru Nanak Hospital & Research Centre.	Health	MumbaiMaharashtra	₹.2,99,520/-	₹ 2,99,520/-	Nil	Nil	**Throughimplementingagency.

** Through the Rotary Club of Bombay Bandra Charitable Trust, a trust registered with Charity Commissioner of Mumbai & engaged in projects related to upliftment of downtrodden for last 25 years.

• 6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board's Report: Not applicable
• 7. The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of your Company.

Hari Nair Managing Director

Mumbai, dated 7th July, 2021 DIN: 02362137

ANNEXURE II

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

(a)	Name(s) of the related party andnature of relationship	Mr. Asgar S. Patel is the promoter of the Company.
(b)	Nature of contracts/ arrangements/transactions	Mr. Asgar S. Patel will hold office as Chairman-Emeritus. His role will be ofadvisory in nature to the Board in any other areas that the Board/ CompanyManagement may seek from time to time.
(c)	Durationofthecontracts/arrangements / transactions	Mr. Asgar S. Patel will hold office as Chairman-Emeritus during his life timeor until he resigns his office or until such time as may be decided by theBoard or a Special Resolution to that effect is passed by the shareholdersin a general meeting.
(d)	Salient terms of the contracts orarrangementsortransactionsincluding the value, if any	His role will be of advisory in nature to the Board in any other areas thatthe Board/ Company Management may seek from time to time. Subject tothe applicable statutory provisions, the Company will pay ₹ 60.00 lacs perannum less applicable taxes as honorarium during his life time or till suchtime he revokes this arrangement.
(e)	Justification for entering into suchcontractsorarrangementsortransactions	Mr. Asgar S. Patel is a promoter of the Company. Considering his vastexperience and in the interest of the Company to avail of his guidance,valuable knowledge and wisdom from time to time in an advisory andmentoring role, the Board has appointed Mr. Asgar S. Patel as "ChairmanEmeritus" with effect from 18th April, 2019.
(f)	Date(s) of approval by the Board	18th April 2019.
(g)	Amount paid as advances, if any:	NIL
(h)	Date on which the requisite resolutionwas passed in general meeting asrequired under first proviso to section188 of the Companies Act 2013.	26th September, 2019.

2. Details of material contracts or arrangement or transactions at arm's length basis

(a)	Name(s) of the related party and nature of relationship
(b)	Nature of contracts/ arrangements/ transactions
(c)	Duration of the contracts / arrangements/ transactions
(d)	Salient terms of the contracts or arrangements or transactionsincluding the value, if any:	---------------NOT APPLICABLE---------------
(e)	Date(s) of approval by the Board, if any:
(f)	Amount paid as advances, if any:

For and on behalf of the Board of Directors

Registered Office:

Patel House, 5th Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West) Mumbai – 400 054**.**

Mumbai, dated 7th July, 2021

HARI NAIR Managing Director DIN: 02362137

FARUKH S. WADIA Director DIN: 00097162

27 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

ANNEXURE III

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members of,

Patel Integrated Logistics Limited

Mumbai

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Patel Integrated Logistics Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

• 1. The Companies Act, 2013 (the Act) and the rules made thereunder;
• 1. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
• 1. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;
• 1. The provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings were not applicable to the Company under the financial year under report;
• 1. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
  • a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• 1. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 ('SEBI') were not applicable to the Company under the financial year under report
  • a. The Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
  • b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;
  • c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;
  • d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
  • e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, the Company has complied with the following laws applicable specifically to the Company;

• a. The Indian Carriage of Goods by Road Act,2007,
• b. The Carriage by Air Act, 1972,
• c. Motor Vehicles Act,1988,

We have also examined compliance with the applicable clauses of the following:

• 1. Secretarial Standards issued by The Institute of Company Secretaries of India.
• 1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied in accordance with the requirements to be met with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above to the required extent.

We further report that, subject to the above, the related documents that we have come across depict that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors and the changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report that based on our limited review of the compliance mechanism established by the Company, there appear adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has issued and allotted 95,00,000 Equity Shares of Rs. 10/ each at par.

Apart from above, there were no instances of:

• 1 Public / Preferential issue of shares / debentures / sweat equity etc.
• 2 Redemption / buy-back of securities.
• 3 Merger / amalgamation / reconstruction etc.
• 4 Foreign technical collaborations.

For DM & Associates Company Secretaries LLP ( A firm of Company Secretaries) ICSI Unique Code L2017MH003500

Dinesh Kumar Deora Sr. Partner FCS NO 5683 C P NO 4119 UDIN Number: F005683C000569642

Place: Mumbai Date: 2nd July, 2021

Note: This report is to be read with our letter of even date that is annexed as Annexure - I and forms an integral part of this report.

29 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

ANNEXURE - I

To,

The Members,

PATEL INTEGRATED LOGISTICS LIMITED

Mumbai

Management Responsibility

a. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

Auditors Responsibility

• b. Our responsibility was to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.
• c. We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.
• d. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
• e. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

Auditors Responsibility

f. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For DM & Associates Company Secretaries LLP (A firm of Company Secretaries) ICSI Unique Code L2017MH003500

Dinesh Kumar Deora Sr. Partner FCS NO 5683 C P NO 4119 UDIN Number: F005683C000569642

Place: Mumbai Date: 2nd July, 2021

ANNEXURE IV

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A. The Ratio of the remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year ended 31st March, 2021 was 17.36.

The remuneration to Non Executive Directors includes only sitting fees paid to them for the financial year 2020-21 which depends upon no of meetings held during the year and attended by them. There was no increase in sitting fees during the financial year 2020-21.

• B. The percentage increase in the remuneration of the Whole Time Director(upto 02.02.2021) in the financial year 2020-21 was NIL. The percentage increase in the remuneration of the Managing Director(w.e.f 22.12.2020) in the financial year 2020-21 was NIL. The percentage increase in the remuneration of the Executive Director(w.e.f 11.02.2021) in the financial year 2020-21 was NIL. There was 0% increase in the remuneration of Chief Financial Officer and the Company Secretary in the financial year 2020-21. Average percentage increase made in the salaries of all the employees other than managerial personnel in the financial year 2020-21 was 0%
• C. The percentage increase in the median remuneration of employees in the financial year 2020-21 was 0%
• D. The number of permanent employees on the rolls of the Company as on 31st March, 2021 were 294.
• E. It is affirmed that the remuneration paid is as per remuneration policy of the Company.

For and on behalf of the Board of Directors

Registered Office: Patel House, 5th Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West) Mumbai – 400 054**.** HARI NAIR Managing Director DIN: 02362137

FARUKH S. WADIA Director DIN: 00097162

Mumbai, dated 7th July, 2021

REPORT ON THE CORPORATE GOVERNANCE

[Pursuant to Regulation 34(3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

A) COMPANY'S PHILOSOPHY ON THE CORPORATE GOVERNANCE:

The Company strongly believes in values of transparency, professionalism and accountability which are the mainstay of good Corporate Governance. The Company has consistently practiced good Corporate Governance and will endeavour to improve on it on an ongoing basis.

We strive to achieve the corporate objectives within the framework of the national interest, macro and micro economic policies devised by the Government of India and to conduct the business affairs of the Company in an ethical and transparent manner, also strive for the maximization of the shareholders' wealth and in doing so contribute positively to the economic development of India and achievement of the overall objectives of the Company.

Your Company has complied with all the regulations stipulated in the erstwhile Listing Agreement and currently in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations)

B) THE BOARD OF DIRECTORS:

Composition and No. of Board Meetings:

The Board of Directors has judicious mix of Executive and Non-Executive Directors as on 31st March, 2021, comprised of a Managing Director, a Executive Director and Four Non-Executive Directors out of which three Directors are Independent Directors including one woman director.

During the financial year ended 31st March 2021, Eight Board Meetings were held. Dates on which Board Meetings were held are 30.06.2020, 28.08.2020, 15.09.2020, 30.10.2020, 12.11.2020, 22.12.2020, 12.02.2021 and 22.03.2021.

Composition of the Board of Directors as at 31st March, 2021, their attendance at Board Meetings during the year ended on that date and at the last Annual General Meeting are as given below.

Name of the Director	Category ofDirectorship	Sharesheld	No. of BoardMeetings Attended	Attendance at theLast A.G.M.
Mr. Hari NairDIN 02362137(w.e.f. 22.12.2020)	MD(w.e.f. 12.02.2021)	Nil	4	No
Mr. Syed K. HusainDIN 03010306(upto 02.02.2021)	WTD	Nil	6	Yes
Mr. Farukh S. WadiaDIN 00097162	NEID	Nil	8	Yes
Mr. Vilas UnavaneDIN 029295610(upto 08.02.2021)	NEID	Nil	6	Yes
Mr. Rajesh PillaiDIN 00224193(upto 21.12.2020)	NED	Nil	5	Yes
Mrs. Jasmine MehtaDIN 05220159	NEID	Nil	8	Yes
Ms. Jasmin LallaDIN 00074858(w.e.f. 11.02.2021)	ED	Nil	2	No
Mr. Ramakant KadamDIN 03575629(w.e.f. 30.06.2020)	NEID	10404	3	Yes
Ms. Nishqa PillaiDIN 09062780(w.e.f. 11.02.2021)	NED	Nil	2	No

• MD Managing Director
• NED Non Executive Director
• ED Executive Director
• NEID Non Executive Independent Director

Number of other directorships and chairmanships / memberships of committees held by them, as on that date are as given below:

Name of the Director	*No. of other		**Committee Memberships	Names of the other listed
	Directorships(Excluding Pvt.Ltd. Companies)	Chairman	Member	entities where the person is adirector and the category ofdirectorship
Mr. Hari NairDIN 02362137	NIL	NIL	1	NIL
Mr. Farukh S. WadiaDIN 00097162	NIL	3	4	NIL
Mrs. Jasmine MehtaDIN 05220159	1	NIL	1	NIL
Mr. Ramakant KadamDIN 03575629	NIL	NIL	2	NIL
Ms. Jasmin LallaDIN 00074858	NIL	NIL	1	NIL
Ms. Nishqa PillaiDIN 09062780	NIL	1	3	NIL

*Excludes directorship in Patel Integrated Logistics Limited.

**Memberships and chairmanships of Audit Committee and Stakeholders Relationship Committee and Nomination and Remuneration Committee of public companies considered.

Confirmation on the independence of the Independent Directors

Certificates have also been obtained from the Independent Directors confirming their position as Independent Directors on the Board of the Company and your Company had also issued formal appointment letters to all the Independent Directors in the manner provided under Section 149 of the Companies Act, 2013. A sample of the letter of appointment is available on the website of the Company i.e. www.patel-india.com.

The Board of Directors hereby confirms that in their opinion, the Independent Directors fulfil the conditions specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the Management.

Independent Directors' Meeting:

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25(3) of Listing Regulations, a meeting of the Independent Directors of the Company was held on 30th March, 2021, without the attendance of Non-Independent Directors and members of the management.

The familiarization programme for Independent Directors in terms of listing regulations uploaded on the website of the Company and can be accessed through the following link:

http://www.patel-india.com/uploads/Privacy\_policies/Pdf-131659423762822133.pdf

Performance Evaluation:

The Nomination and Remuneration Committee has laid down criteria for Performance evaluation of Board of Directors. Accordingly, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on various parameters. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors after taking into views of executive director. The Directors expressed their satisfaction with the evaluation process.

Skills/Expertise/Competence of the Board:

The Board comprises of persons with varied experiences in different areas who bring in the required skills, competence and expertise that allows them to make effective contribution to the Board and its committees. The following list summarizes the key skills, expertise and competence that the Board thinks is necessary for functioning in the context of the Company's business and sector and which in the opinion of the Board, its Members possess:

Skills / Expertise / Competence	Names of the Directors who have such Skills / Expertise /Competence
Commercial & Operational	Mr. Hari Nair and Ms. Jasmin Lalla.
Accounting, Tax, Audit & Finance	Ms. Jasmin Lalla, Mrs. Jasmine Mehta, Mr. Ramakant Kadamand Mr. Farukh Wadia.
Legal, including laws related to corporate governance	Ms. Jasmin Lalla, Mr. Farukh Wadia, Mrs. Jasmine Mehta andMr. Ramakant Kadam.
Risk and Compliance oversight	Mr. Hari Nair and Ms. Jasmin Lalla.
Information Technology	Ms. Nishqa Pillai.

C) COMMITTEES OF THE BOARD OF DIRECTORS:

The Committees constituted by the Board play a very important role in the governance structure of the Company. The terms of reference of these Committees are approved by the Board and are in line with the requirements of Companies Act, 2013 and Listing Regulations.

1) Audit Committee:

The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committee's role includes oversight of the financial reporting process, the audit process, the adequacy of internal controls and transactions with related parties.

Composition:

The Audit Committee comprises of 3 Directors as on 31st March, 2021 i.e. Mr. Farukh S. Wadia, Ms. Jasmin Lalla and Mrs. Jasmine Mehta. Mr. Farukh Wadia is the Chairman of the Committee. The Audit Committee met 6 times during the year ended 31st March, 2021. Dates on which Audit Committee Meetings were held are 30.06.2020, 15.09.2020, 30.10.2020, 12.11.2020, 22.12.2020, and 12.02.2021.

Mr. Syed K. Husain ceased to be member of the Audit Committee w.e.f 2nd February, 2021 upon his resignation as a Whole Time Director. Mr. Vilas Unavane ceased to be Chairman of the Audit Committee w.e.f 8th February, 2021 upon his cessation as an Independent Director.

Mrs. Jasmine Mehta was appointed as member of the Audit Committee w.e.f 11th February, 2021,Ms. Jasmin Lalla was appointed as member of the Audit Committee w.e.f 11th February, 2021 and Mr. Farukh Wadia was appointed as the Chairman of the Audit Committee w.e.f 12th February, 2021.

Attendance of the members of the Committee at the Audit Committee Meetings held during the financial year ended 31st March, 2021, was as follows:

Sr.No.	Name of the Member	Chairperson/Membership	No. of Meetings Attended
1	Mr. Vilas P.Unavane	Chairman (upto 08.02.2021)	5
2	Mr. Syed K.Husain	Member (upto 02.02.2021)	5
3	Mr. Farukh S. Wadia	Member and Chairman (w.e.f. 12.02.2021)	6
4	Mrs. Jasmine Mehta	Member (w.e.f. 11.02.2021)	1
5	Ms. Jasmin Lalla	Member (w.e.f.11.02.2021)	1

The Audited Annual Accounts for the year ended 31st March, 2021, were placed before the Committee for its consideration in the Audit Committee Meeting held on 26th May, 2021.

Terms of Reference:

The scope of the work of the Audit Committee includes areas prescribed by Listing Regulations and Section 177 of the Companies Act, 2013. The Terms of Reference of the Audit Committee broadly include the following:

• (1) management discussion and analysis of financial condition and results of operations;
• (2) statement of significant related party transactions (as defined by the audit committee), submitted by management;
• (3) management letters / letters of internal control weaknesses issued by the statutory auditors;
• (4) internal audit reports relating to internal control weaknesses; and
• (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
• (6) statement of deviations:
  • (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
  • (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

2) Stakeholders' Relationship Committee:

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

Terms of Reference:

• (1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• (2) Review of measures taken for effective exercise of voting rights by shareholders.
• (3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• (4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Composition:

The Stakeholders Relationship Committee comprises of Three Non-Executive Directors i.e. Mr. Ramakant Kadam, Mr. Farukh S. Wadia and Ms. Nishqa Pillai. Mr. Farukh Wadia is the Chairman of the Committee.

Mr. Rajesh K. Pillai ceased to be Chairman of the Stakeholders Relationship Committee w.e.f 22.12.2020 due to his resignation. Mr. Syed K. Husain ceased to be member of the Stakeholders Relationship Committee w.e.f 02.02.2021 due to his resignation.

Ms. Nishqa Pillai was appointed as the Chairman of the Stakeholders Relationship Committee w.e.f 12.02.2021. Mr. Ramakant Kadam was appointed as the Chairman of the Stakeholders Relationship Committee w.e.f 22.12.2020 till 12.02.2021.

The Stakeholders Relationship Committee met twice during the financial year ended 31st March 2021. Dates on which Shareholders' Relationship Committee Meetings were held are 02.01.2021 and 12.02.2021. Attendance of the members of the Committee at the Shareholders' Relationship Committee Meetings was as follows:

Sr.No	Name of the Member	Chairperson/Membership	No. of MeetingsAttended
1	Mr. Syed K. Husain (upto 02.02.2021)	Member	2
2	Mr. Farukh S. Wadia	Member	2
3	Mr. Ramakant Kadam	Member	2
4	Ms. Nishqa Pillai	Chairperson	1

During the year 2020-21, 05 (Five) complaints were received from shareholders/investors. All these complaints have been replied to the satisfaction of the complainants.

Ms. Sweta Parekh, Company Secretary also functions as the Compliance Officer.

The Company is also redressing the complaints through SCORES, which is centralized web-based complaints redress system developed by SEBI.

All valid transfers received during the year 2020-21 have been acted upon by the Company.

3) Nomination and Remuneration Committee:

The role of the Nomination and Remuneration Committee is governed by its Charter and its composition is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

Terms of Reference:

The Terms of Reference of the Nomination and Remuneration Committee broadly include the following:

• a) To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal;
• b) To carry out evaluation of every Director's performance;
• c) To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees;
• d) To formulate the criteria for evaluation of Independent Directors and the Board;
• e) To devise a policy on Board diversity;
• f) To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;
• g) To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme;
• h) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;
• i) To perform such other functions as may be necessary or appropriate for the performance of its duties.
• j) To recommend to the board, all remuneration, in whatever form, payable to senior management.

Composition:

The Nomination and Remuneration Committee as on 31st March 2021, comprised of 2 Non-Executive Independent Directors i.e. Mr. Ramakant Kadam and Mr. Farukh Wadia and 1 Non-Executive Director i.e. Ms. Nishqa Pillai. Mr. Farukh Wadia is the Chairman of the Committee.

Mr. Vilas Unavane ceased to be the Independent Director of the Company w.e.f. 08.02.2021 and thus ceased to be the Chairman of the Committee. Mr. Rajesh K. Pillai ceased to be member of the committee upon his resignation as Director w.e.f. 21.12.2020.

Mr. Ramakant Kadam appointed as member of committee w.e.f. 22.12.2020. Ms. Nishqa Pillai was appointed as member of the committee w.e.f. 12.02.2021

The Nomination and Remuneration Committee met four times during the financial year 2020-2021 on 30.06.2020, 30.10.2020, 22.12.2020 and 12.02.2021.

Sr. No	Name of the Member	Chairperson/Membership	No. of Meetings Attended
1	Mr. Vilas Unavane	Chairman (upto 08.02.2021)	3
2	Mr. Rajesh Pillai	Member (upto 21.12.2020)	2
3	Mr. Farukh S. Wadia	Member	4
4	Ms. Nishqa Pillai	Member	Nil
5	Mr. Ramakant Kadam	Member	2

Remuneration Policy:

On recommendation of Nomination and Remuneration Committee the Board has adopted a policy which inter alia, deals with criteria for determine the qualifications, positive attributes and independence of director remuneration for the directors, key managerial personnel and other employees and also to lay down the criteria for various matters like training of independent directors and performance evaluation of directors.

The material points of the policy are as under:

CRITERIA FOR SELECTION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

• a) By way of recruitment from outside;
• b) From within the Company hierarchy; or
• c) Upon recommendation by the Chairman or other Executive Director.

The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director and Key Managerial Personnel or it may be a fresh appointment.

In case of Non-Executive Directors the selection can be made in either of the ways given below:

• a) By way of selection from the data bank of Independent Directors maintained by the Government.
• b) Upon recommendation by Chairman or other Executive Director.

The appointment may be made either to fill up a vacancy caused by resignation, death or removal of an existing Non-Executive Director or it may be appointment as an additional director or an alternate director.

The due consideration shall be given for Qualification, Experience and Positive Attributes of Directors before selection of Directors as well as Board Diversity and Independence of Directors shall be observed by the Board, as far as is practicable.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

• a) While determining the remuneration of Executive Directors and Key Managerial Personnel, the Board shall consider following factors:
  • i) Criteria / norms for determining the remuneration of such employees prescribed in the HR Policy.
  • ii) Existing remuneration drawn.
  • iii) Industry standards, if the data in this regard is available.
  • iv) Key Result Area (KRA).
  • v) Qualifications and experience levels of the candidate.
  • vi) Remuneration drawn by the outgoing employee, in case the appointment is to fill a vacancy on the death, resignation, removal etc. of an existing employee.
  • vii) The remuneration drawn by other employees in the grade with matching qualifications and seniority, if applicable.
• b) The determination of remuneration for other employees shall be governed by the HR Policy.
• c) The proposal for the appointment of an Executive Director / Key Managerial Personnel shall provide necessary information in this regard which will assist the Board in arriving at the conclusion as to whether or not the remuneration offered to the candidate is appropriate, reasonable and balanced as to the fixed and variable portions (including the commission).

37 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

• d) The Total remuneration payable to the Executive Directors, including the Commission and value of the perquisites, shall not exceed the permissible limits as are mentioned within the provisions of section 197 and section 198 of the Companies Act, 2013.
• e) The Executive Directors shall not be eligible to receive sitting fees for attending the meetings of the Board or committees thereof.
• f) The Non-Executive Directors shall not be eligible to receive any remuneration / salary from the Company. However, the Non-Executive Directors shall be paid sitting fees for attending the meeting of the Board or committees thereof and commission, as may be decided by the Board / shareholders from time to time.

The Non-Executive Directors shall also be eligible to the reimbursement of the reasonable out-of-pocket expenses incurred by them for attending the meetings of the Board, committees including the travelling and lodging & boarding expenses on an actual basis.

g) The amount of sitting fee and commission payable to Non-Executive Directors shall not exceed the limits prescribed under the provisions of the Companies Act, 2013.

Details of the Managerial Remuneration paid during the year ended 31st March, 2021:

Payment of remuneration to the Managing Director and Whole Time Director is governed by the Agreement executed between them and the Company. Their Agreement is approved by the Board and by the shareholders. Their remuneration structure comprises salary, perquisites and allowances, contribution to provident fund, superannuation and gratuity. The Non-Executive Directors do not draw any remuneration from the Company other than sitting fees as may be determined by the Board from time to time.

4) Corporate Social Responsibility (CSR) Committee:

The composition of the CSR Committee is in alignment with provisions of Section 135 of the Companies Act, 2013.

The terms of reference of the CSR Committee broadly comprises:

• (1) To formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating activities to be undertaken as specified in schedule VII of the Companies Act, 2013;
• (2) To recommend the amount of expenditure to be incurred on the activities referred to in clause(1);
• (3) To report and monitor the CSR activities undertaken.
• (4) To monitor the Corporate Social Responsibility Policy of the Company from time to time.

The Committee met 1 (one) time during the financial year 2020-21 on 12.11.2020. The constitution of the CSR Committee of the Board of Directors of your Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2020-21 is detailed below:

Name of the Member	Category	Chairperson/Membership	No. of Meetingsattended
Mr. Farukh Wadia	Independent Director	Chairman	1
Mr. Rajesh Pillai (till 21.12.2020)	Non Executive Director	Member	1
Mr. Vilas Unavane (till 08.02.2021)	Independent Director	Member	1
Mr. Hari Nair (w.e.f. 22.12.2021)	Executive Director	Member	0
Ms. Nishqa Pillai (w.e.f. 11.02.2021)	Non Executive Director	Member	0

Mr. Vilas Unavane ceased to be the Director of the Company w.e.f 08.02.2021 and thus ceased to be the Chairman of the Committee and Mr. Rajesh Pillai resigned as Director and hence ceased to be the Director of the Company w.e.f 21.12.2020 and thus ceased to be the Member of the Committee.

5) Share Transfer Committee:

The transfer of shares of the Company are processed by Share Transfer Agent i.e. Bigshare Services Private Limited and are approved by the Share Transfer Committee. The Share Transfer Committee met 1 (one) time during the year ended 31st March, 2021 and approved transfer of shares, transmission of shares or name deletion of shareholders and issue of duplicate share certificate etc.

D) RELATED PARTY TRANSACTIONS:

Your Company enters into various transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 in its ordinary course of business. All the RPTs are undertaken in compliance with the provisions set out in Companies Act, 2013 and Regulation 23 of Listing Regulations.

The policy on related party transactions has been placed on the Company's website and can be accessed through the following link:

http://patel-india.com/uploads/Privacy\_policies/Pdf-132024539827384008.pdf

The Company has a process for RPTs and the transactions with Related Parties are referred to the Audit Committee for its approval at the scheduled quarterly meetings or as may be called upon from time to time along with all relevant and stipulated information of such transaction(s).

During the financial year ended 31st March, 2021, the Company has entered into RPTs in the ordinary course of business and on arms' length basis; and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 23 of Listing Regulations and the Policy of the Company on dealing with RPTs. During the financial year ended 31st March, 2021, there are no transactions with related parties which qualify as a material transaction in terms of the applicable provisions of Regulation 23 of Listing Regulations. The details of the RPTs are set out in the Notes to Financial Statements forming part of this Annual Report.

E) SUBSIDIARY:

Delivrex India Limited, non material wholly owned subsidiary of the Company has been struck off from the Registrar of Companies (ROC), Mumbai, being a non operational Company and the same is taken on record and formal Notice to this effect from ROC is received on 3rd March, 2021 . There is no other subsidiary of company as on 31st March, 2021.

The policy on determination of material subsidiary has been placed on the Company's website and can be accessed through the following link:

http://www.patel-india.com/uploads/Privacy\_policies/Pdf-131666053553756578.pdf

F) GENERAL BODY MEETINGS:

Details of last three Annual General Meetings of the Company are given below:

Year	Date & Time	Venue		Special Resolutions passed
2020	29.09.202011.00 a.m	Natasha 52, Hill Road,Bandra (West),Mumbai- 400050.Video Conferencing (VC)/Other Audio Visual Means(OAVM)	1.2.	Appointment of Mrs. Jasmine D. Mehta (DIN: 05220159) asan Independent Director of the Company.Appointment of Mr. Ramakant Kadam (DIN: 03575629) asan Independent Director of the Company.
2019	26.09.201911.00 a.m.	Sheila Raheja Hall, RotaryService Centre, Juhu TaraRoad, Santacruz (West),Mumbai– 400 049.	1.2.3.	Appointment of Mr. Syed K. Husain (DIN: 03010306), asa Whole Time Director of the Company. (designated as"Vice-Chairman")Re-appointment of Mr. Sandeep P. Parikh (DIN: 00022365)as an Independent Director of the Company.Re-appointment of Mr. Farukh S. Wadia (DIN: 00097162) asan Independent Director of the Company.
2018	27.09.201811.00 a.m.	Sheila Raheja Hall, RotaryService Centre, Juhu TaraRoad, Santacruz (West),Mumbai– 400 049.	1.2.	Re-appointmentofMr.AsgarS.Patel(DIN: 00164823), who retires by rotation and, being eligible,offers himself for re-appointment.Approval for continuation of current term of Mr. P.S.G. Nair(DIN: 00074494), as an Independent Director.

G) DISCLOSURES:

• 1. During the year ended 31st March, 2021, there were no transactions of material nature entered into by the Company with Promoters, Directors, Key Managerial Persons, their relatives or the Management etc. that has potential conflict with the interest of the Company.
• 1. There were no instances of non-compliances nor were any penalties or strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
• 1. In terms of the requirements of Regulation 17(8) of the Listing Regulations, Mr. Hari Nair, the Managing Director and Mr. Deepak Keni,Chief Financial Officer have submitted necessary certificate to the Board of Directors stating the particulars specified under the said regulation.

4) Certificate from Practising Company Secretaries:

The Company has received a certificate from DM & Associates Company Secretaries LLP, Practising Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority.

5) Fees to the Statutory Auditors of the Company:

The total fees for all services paid by the Company to the Statutory Auditors of the Company is mentioned at Note No. 31 of Notes to financial statements. The Company has not availed any services from the network firm/network entity of which the Statutory Auditors is a part

6) Whistle Blower Policy:

In compliance with Regulation 22 of the Listing Agreement, and Section 177(9) of the Companies Act 2013, the Company has Whistle Blower Policy for directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the year under review, no employee was denied access to the Audit Committee of your Company.

7) Code of Conduct:

The Board of Directors has adopted the Code of Conduct for Directors and Senior Management of the Company (the Code). The Code has been communicated to the Directors and members of the Senior Management, as defined in the said Code. The Code has also been posted on the Company's website i.e. www.patel-india.com.

All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31st March, 2021. The declaration to this effect signed by Mr. Hari Nair, Managing Director of the Company forms part of the report.

8) Code of Conduct for Prevention of Insider Trading:

The Company has adopted the 'Patel Integrated Logistics Limited - Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders' and 'Patel Integrated Logistics Limited - Code for Fair Disclosure' in line with SEBI (Prohibition of Insider Trading) Regulation, 2015.

Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company.

9) Credit Rating:

The Company is continued to be rated as 'IND BBB' [outlook negative] for Company's fund based borrowings & finance lease and 'IND A3+' [outlook negative] rating for its non fund based borrowings and 'IND tA-' [outlook negative] for its Fixed Deposit Programme by India Ratings & Research Private Ltd (India Ratings), a Fitch group Company.

10) Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A):

The Company has not raised any funds through preferential allotment or qualified institutional placement during the year under review.

11) Instances of not accepting any recommendation of the Committee by the Board:

There is no such instance where Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year.

12) Details of compliance with mandatory and non-mandatory requirements of Corporate Governance:

Your Company has complied with all the mandatory requirements of Regulation 17 to 27 of the Listing Regulations of corporate governance.

Non-Mandatory requirements:

• a) Office for non-executive Chairman at Company's expense: Not Applicable
• b) Half-yearly declaration of financial performance to each household of shareholders: Not complied
• c) Modified opinion(s) in Audit Report: Complied as there are no modified opinion in Audit Report
• d) Separate posts of Chairman & CEO: Not complied
• e) Reporting of Internal Auditors directly to Audit Committee: Not Complied

H) MEANS OF COMMUNICATION:

• 1. Quarterly Results of the Company are published in English newspaper i.e. The Free Press Journal and vernacular language newspaper i.e. Navshakti and also displayed on the web-site of the Company i.e. www.patel-india.com. The official updates are sent to the Stock Exchanges. The Annual Report, Quarterly Results and Shareholding Pattern of the Company are also available on the Company's website in a user-friendly and downloadable form.
• 1. Management Discussion and Analysis forms part of this Annual Report.
• 1. The Company also files information through 'NEAPS'- a web based application provided by NSE and also through 'BSE Listing' a web based application provided by BSE which facilitates online filing of Corporate Governance Report, the Shareholding Pattern, Financial Results and Corporate Announcements by the Companies.

I) GENERAL SHAREHOLDER INFORMATION:

• 1. The Annual General Meeting of the Company for the year ended 31st March 2021 will be held on 2nd August, 2021 at 11.00 a.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) and the venue shall be deemed to be the Registered Office of the Company at 'Patel House', 5th Floor,Plot no. 48, Gazdar bandh,North Avenue Road,Santacruz (West),Mumbai – 400 054.
• 1. The Financial Year of the Company comprises of a twelve month period which commences on 1st April of every year and ends on 31st March of the immediately succeeding year. The Financial Year under consideration commenced on 1st April, 2020 and ended on 31st March, 2021.

The Financial Calendar:

Board Meeting for consideration of AnnualAccounts	:	26th May, 2021
Mailing of Annual Reports	:	21 clear days prior to the date of AGM as per provisions ofCompanies Act 2013.
Book Closure Dates	:	27th July 2021 to 2nd August, 2021 (both days inclusive).
Board Meetings for the consideration ofUnaudited Financial Results for the nextthree quarters of the current accounting year	:	Within forty five days from the end of each quarter with Limitedreview Report as stipulated under the Listing Regulations.

1. The Book Closure will be from 27th July 2021 to 2nd August, 2021 (both days inclusive).

• 1. Dividend for the year ended 31st March, 2021, if declared at the Annual General Meeting, will be paid within a period of 30 days, to the shareholders whose names appear on the Register of Members as at the date of the Annual General Meeting.
• 1. Equity Shares of the Company are listed on Bombay Stock Exchange Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Association Limited.

Sr No.	Name of the Exchange	Scrip Code
1	Bombay Stock Exchange Limited	526381
2	National Stock Exchange of India Limited	PATINTLOG-EQ

1. ISIN (Security Code no. granted by Depositories):

Type of Securities	Security Code
Equity Shares	INE529D01014

1. The monthly high and low quotations of shares traded on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) are as follows:

MONTH	BSE (In Rs. per share)			NSE (In Rs. per share)
	Monthly High	Monthly Low	Monthly High	Monthly Low
April 2020	18.62	10.80	17.40	16.05
May 2020	17.80	14.50	17.80	16.40
June 2020	23.50	17.00	21.95	19.95
July 2020	23.90	18.75	20.00	19.05
August 2020	35.65	18.10	29.70	26.10
September 2020	26.75	21.80	24.25	23.30
October 2020	25.60	19.70	21.60	20.50
November 2020	28.00	20.15	26.80	24.70
December 2020	34.20	25.65	31.60	30.25
January 2021	34.95	26.25	29.50	28.10
February 2021	32.40	24.00	25.00	23.75
March 2021	26.80	15.90	17.30	14.50

9) Registrars and Share Transfer Agents (STA):

The Share Transfer work of the Company was being looked after by M/s Bigshare Services Private Limited (STA) having office at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri (East), Mumbai 400059**.** The STA have the necessary infrastructure to carry out share transfer work for shares in physical as well as in dematerialized form including the necessary connectivity with depositories. The STA also accepts and deals with investors' complaints.

10) Share Transfer System:

Pursuant to Regulation 40 of the Listing Regulations read with SEBI Notification No. SEBI/LAD-NRO/ GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not processed from April 1, 2019, unless the securities are held in dematerlized form. Therefore, shareholders are requested to take action to dematerialize the equity shares of the Company.

Members may contact the Company or Company's Registrar & Share Transfer Agent (RTA), M/s Bigshare Services Private Limited for assistance in this regard. The members are requested to update their Bank details and other particulars as and when required with the Depository Participant or by sending the same to the RTA of the Company.

No. of Shares	No. of ShareHolders	% of Share Holders	Share Holding	% of Shares Held
Up to 500	15503	81.44	2328756	8.9444
501-1000	1593	8.36	1299099	4.9896
1001-2000	927	4.87	1419741	5.4530
2001-3000	326	1.71	830062	3.1881
3001-4000	160	0.84	568933	2.1852
4001-5000	135	0.70	641040	2.4621
5001-10000	205	1.07	1486827	5.7107
10001 and above	185	0.97	17461465	67.0668
TOTAL	19034	100.00	26035923	100.00

11) Distribution of Shareholding as on 31st March 2021:

12) Shareholding Pattern of the Company as on 31st March 2021:

Sr.No.	Categories	No. of EquityShares Held	Percentage
1.	Group Holding (Including Indian & NRI Promoters & GroupCompanies)	1,11,44,065	42.80
2.	Banks and Financial Institutions	304	0.00
3.	Corporate Bodies (Other than Promoters)	4,24,861	1.63
4.	Non Resident Indians (Other than Promoters)	3,62,254	1.39
5.	Non Resident Entity	8,23,396	3.16
6.	Indian Public	1,20,72,267	46.37
7.	Other-Clearing Member / Market Maker/Trust	2,81,556	1.08
8.	Trusts	5404	0.02
9.	HUF	5,24,050	2.02
9.	Foreign Portfolio Investor	500	0.00
10.	Investors Education and Protection Fund	3,97,266	1.53
	TOTAL	260,35,923	100%

13) Details of unclaimed shares:

There are no unclaimed share certificates as on 31st March , 2021.

14**) Unclaimed Dividends and Transfer to IEPF**

Pursuant to Section 124 of Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), the Company has transferred the unpaid or unclaimed dividend and the underlying equity shares, for the financial year 2012-13 on the due date to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Pursuant to the Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2020, (date of last Annual General Meeting) on the website of the Company (www.patel-india. com) and also on the website of the Ministry of Corporate Affairs.

15) Details of Dematerialisation of shares:

As on 31st March, 2021, 98.09% of the Company's total Shares representing 2,55,38,907 Equity Shares were held in dematerialized form and balance 1.91% representing 4,97,016 Equity Shares were held in physical form.

16) Outstanding GDRs/ADRs/Warrants or any Convertible instruments

There were no GDRs/ADRs/Warrants or any Convertible instruments outstanding as on 31st March 2021.

17) Information for Communication:

a) Registered Office:

"Patel House", 5th Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai – 400 054. Tel : (022) 2605 0021 Fax : (022) 2605 2554 Email : pill_investorservices@patel-india.com

b) Registrars & Share Transfer Agents:

Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri (East), Mumbai 400059 Tel: (022) 62638200 Fax: (022) 62638299

c) Depositories:

Trade World, A wing, 4th Floor, Marathon Futurex, A-wing, Kamala Mills Compound, 25th Floor, N. M. Joshi Marg,, Senapati Bapat Marg, Lower Parel, Lower Parel, Mumbai – 400 013. Mumbai – 400 013. Tel : (022) 23023333 Tel : (022) 2499 4200 Fax : (022) 23002035/2036 Fax : (022) 2497 6351 E-mail : investors@cdslindia.com E-mail : info@nsdl.co.in Website : www.cdslindia.com Website : www.nsdl.co.in

National Securities Depository Limited Central Depository Services (India) Limited

Shareholders holding shares in the dematerialized form shall address their correspondence regarding their shareholding to their respective Depository Participants (DP) and can address their queries / complaints to the Registrars & Share Transfer Agents of the Company or may also contact Company Secretary at the registered office of the Company.

Declaration as required under Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to confirm that the Company has adopted a Code of Conduct for its directors and senior management employees. These Codes are available on the Company's website.

I confirm that the Company has in respect of the year ended 31st March, 2021, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the all employees in the Grade of Assistant General Manager and above, as per the personnel policies of the Company, for the time being and from time to time in force and also includes employees who though not in the aforesaid Grades do, or are required to, take part in deliberations at the Board Level by virtue of their job responsibilities or by invitation.

Hari Nair Managing Director

Mumbai, 7th July, 2021

AUDITORS' CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE TO THE MEMBERS OF PATEL INTEGRATED LOGISTICS LIMITED

We have examined the compliance of conditions of Corporate Governance by Patel Integrated Logistics Limited ('the Company'), for the year ended March 31, 2021, as stipulated in Regulation 17 to 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations').

The compliance of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency / effectiveness with which the management has conducted the affairs of the Company.

For Hitesh Shah & Associates Chartered Accountants FRN 103716W

Hitesh Shah Partner MNO: 040999

Place: Mumbai, Date: 07th July, 2021 UDIN: 21040999AAAAEP4424

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members,

Patel Integrated Logistics Limited Patel House, 5th Floor, Plot No 48, Gazdar Bandh, North Avenue Road, Santacruz (West), Mumbai-400054.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of PATEL INTEGRATED LOGISTICS LIMITED having CIN: L71110MH1962PLC012396 and having its Registered Office at Patel House, 5th Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai-400054 (hereinafter referred to as 'the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr.No.	Name of Directors	DIN	Date of Appointment
1.	Farukh Soli Wadia	00097162	06-05-1998
2.	Nishqa Pillai	09062780	11-02-2021
3.	Hari Venugopal Nair	02362137	22-12-2020
4.	Ramakant Krishnajirao Kadam	03575629	30-06-2020
5.	Jasmine Divyesh Mehta	05220159	04-12-2019
6.	Jasmin Dinshaw Lalla	00074858	11-02-2021

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai COP: 4119

Signature: Name: Dinesh Kumar Deora-Partner Firm Name: DM & Associates Company Secretaries LLP Firm Registration Number: L2017MH003500 Membership No. F5683 Date: 23-04-2021 UDIN Number: F005683C000164644

MANAGEMENT DISCUSSION & ANALYSIS REPORT

(Within the limits set by the Company's competitive position)

Economic Scenario:

The Indian economy's GDP contracted by 7.3% during FY21. India's GDP grew by 1.6% in the fourth quarter of FY21 from a year ago, an improvement over the 0.5% growth in third quarter and the negative growth of -24.4% and -7.4% in the first two quarters of FY21. The Indian economy is showing early signs of a broad V-shaped recovery, owing to larger public stimulus spends, the revival of consumer confidence, robust financial markets and an uptick in manufacturing activity. The proposed 34.5% hike in capital expenditure is expected to drive private investment while also boosting demand. Income levels and livelihood opportunities are expected to further improve in FY22, as economic recovery gathers pace and vaccine administration progresses .India's economic growth is estimated at 9.3% in FY 2021-22 as per Moody's Analytics, with expectations that the second wave of COVID-19 to be less disruptive than the first wave. Unlike the first wave where lockdowns were applied nationwide for several months, the second wave measures are more localised, targeted and will likely be of shorter duration. It is believed that economic activity in the first half of FY 2021-22 will be clouded by the pandemic, but the second half should see growth, led by increased vaccinations and the public adapting better to lockdowns. India is likely to breach its fiscal deficit target in the FY 22 mainly due to revenue shortfall. The government is targeting a deficit between revenue it earns and what it spends at 6.8 per cent of the gross domestic product (GDP) in FY22.

The nation's vision of becoming a $5 trillion economy by 2025 requires strong determination and incorporation of probusiness policies. Providing essential support for new players in the market, improving the ease of doing business, eliminating unnecessary policies which prove detrimental and enhancing trade for job creation are crucial for future growth. Exports of network products has the potential to bring the economy on track, as it can provide impetus to the manufacturing sector and develop numerous jobs. This will be done by merging "Assemble in India for the world" with the "Make in India" initiative. The exports of network products is anticipated to touch $7 trillion by 2025, which will play a crucial role for the Indian economy.

Impact of COVID-19 on Economy

The economy was in the midst of turbulent tides due to second wave in the final quarter of FY21. The second wave of the Covid-19 pandemic has taken a vicious toll on India's health, but the economic toll has also been heavy, though nothing like the carnage seen in the first quarter of the last fiscal year.

The outbreak has impacted nearly every sector of the economy, the worst affected being tourism, hospitality and aviation. The retail sector has taken a significant hit with supermarkets, malls and theatres being closed. This comes on the back of minimum to no activity in sectors like entertainment, construction, etc. The pandemic is expected to cost Indian trade 1 lakh crore. India is one of the top 15 nations which is directly affected due to the manufacturing slowdown in China.

Considering the challenges being faced by businesses and consumers, numerous agencies have revised their growth projections for Indian for the years 2021 and 2022. With travel restrictions, subdued consumption, supply chains disruptions and low investment levels, the country has an uphill task of adapting to the scenario and bringing the economy back on track.

"The prospects for the Indian economy, though impacted by the second wave, remain resilient, backed by the prospects of another bumper rabi crop, the gathering momentum of activity in several sectors of the economy till March, especially housing, road construction, and services activity in construction, freight transportation, and information technology (IT)" RBI said in its annual report.

Logistic sector has been awarded infrastructure status which has made it easier for investment inflows and has become a major growth driver of the logistics industry. e-Commerce is another major segment that is expected to support the growth of the logistics industry. The logistics market in India is forecasted to grow at a CAGR of 10.5% between 2019 and 2025. Increasing investments and trade points toward a healthy outlook for the Indian freight sector.

Company's Business in brief:

During the year 2019-20 the Company has divested its Surface Transport Division known as 'Patel Roadways' on a going concern basis to Innovative Logistics Service Private Limited, a subsidiary of Stellar Value Chain Solutions Pvt. Ltd. by way of "slump sale".

Presently Company is focused and engaged into Air Cargo Consolidation business under the division Patel airfreight which offers transportation of high-density cargo by air and surface within India. as well as International. With 24 branches across the country, it offers the specialised services. Additionally, it also offers import consolidation services.

During the current year the Company has ventured into health and fitness industry by taking franchisee of GYM business.

Industry Overview:

Despite being highly fragmented and dominated by unorganized players, the Indian logistics industry has shown tremendous improvement over the last decade, starting from scratch and reaching a level where the Indian logistics industry and its players today are competing with the top global players and markets. Reviving domestic demand growth, supported by government reforms, transportation sector development plans, growing retail sales, and the e-Commerce sector are likely to be the key drivers of growth for the Indian logistics industry.

The Indian air cargo industry is poised for significant growth on the back of both the strength of India's economic growth and many other drivers of growth in India's commerce.

Advancements in digital technologies, changing consumer preferences due to e-Commerce, government reforms, and shift in service sourcing strategies are expected to lead the transformation of the Indian logistics ecosystem to new heights.

Strong growth supported by government reforms, transportation sector development plans, growing retail sales, and the e-Commerce sector are likely to be the key drivers of the logistics industry in India. India's GDP is expected to reach $3.312 trillion in 2022, representing about 4% of the global GDP.

Open Sky Policy for air cargo and improved international connectivity coupled with expanding cargo-handling infrastructure, both physical and digital have sustained the high growth of air cargo in India in the last few years.

Opportunities & Outlook:

Grant of infrastructure status to logistics, the introduction of the E-Way Bill, and GST implementation are set to streamline the logistics sector in India. Setting up of a logistics division under the Department of Commerce, technology upgrades, and development of dedicated freight corridors and logistics parks are also major moves to upgrade the logistics landscape.

Logistics start-ups in India gained a substantial foothold after the onset of e-Commerce, and there are several new companies that are gaining traction in the industry. Online platforms have increased competition and lowered freight costs with real-time data availability and a transparent value chain. This will help the Air cargo service providers to innovate and adapt to the transforming logistics landscape and increase the Volumes.

Strong macroeconomic fundamentals, growth in retail driven by rising levels of disposable income in the hands of more and more people, expansion in domestic air Network by Indian Carriers, End to End solutions by Express Service Providers, growth of new time sensitive verticals like Pharmaceuticals, Healthcare, Electronics, wireless telephony, and Automotive Spares etc. are said to be the factors responsible for the rapid growth of Domestic Air cargo logistics business.

The domestic air freight demand is expected to touch 1.1 million tonne by the fiscal 2025 at a compounded annual growth rate (CAGR) of 7-9 per cent propelled by rapidly growing e-commerce activity, increasing capacity and improving airline connectivity to smaller cities, according to a research note.

Going forward, it is felt that the focus on improvement in the Ease of Doing Business in India coupled with landmark Government of India initiatives like 'Make in India', and 'Digital India', and new norms of " LOCAL TO GLOBAL" coupled with suitable policy, logistics, regulatory, and skills regime will all contribute to facilitating accelerated growth in air cargo.

Risks & Concerns:

Lack of supporting infrastructure, automated material handling systems, and high manual process interference are some key areas where the Indian Air Cargo industry lags.

Industry-wide cargo capacity declined by 42.0% annually, stemming from the evaporation of the belly capacity of passenger aircraft. Airlines raised freighters capacity – notably by converting passenger aircraft into freighters – to meet demand.

Though the Freighter operations and Cargo on seat flights have helped to drive the cargo load factor up 11.5 ppts year-onyear but the high pricing of freighter operations is a deterrent to the growth of the air cargo on freighter.

In normal times, this would be consistent with improving air cargo demand. But the current lack of air cargo capacity prevents that demand from materializing, and instead leads to elevated air cargo rates and load factors and moreover forcing the industry to move shipments by other means of transport .

Air Cargo full freighter operations have not developed as was expected and continual efforts through new policies/incentives need to be devised to provide a favourable environment to support growth.

Inspite of the international fuel prices cooling off to all time new low the Indian fuel prices have climbed up the operating costs of the air cargo industry. The ever-increasing cost of fuel is the biggest area of concern as it is reducing profitability.

The warehouse industry in India is still highly unorganized and fragmented. High inventory holding costs, higher storage cost, and improper material handling which leads to damage of the product are the major concern for warehouse industry.

The COVID-19 pandemic situation has been very fluid and has been very unpredictable which has created a huge dent on the industry has a whole. We are also impacted badly by the sudden cancellation of the flights schedule by the domestic airlines due to lockdown and lower passenger demand where by leading to reduction in cargo belly spaces .

The COVID impact is continuing to have a cascading effect to the industry as a whole.

Human Resource Management:

Your Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels. Our constant endeavour is to invest in people and people processes to improve human capital for the organization and service delivery to our stake holders.

Attracting, developing and retaining the right talent will be a key strategic imperative and the organization continues its undivided attention towards that. Your Company recognizes the fact that Human Capital is one of the vital constituents of a successful organization. The management strengthens Human Resources by making available better tools, technology, techniques and training at the work place to harness the latent potential as it has always aimed at bettering the performance of individuals and as a team. Employees' health and safety measures were taken care at all work places.

The Company is operating in Logistics sector which has been growing rapidly. However, there is an acute shortfall of personnel with adequate training and education in logistical management in India. The management and mid-tier levels are provided with training on leadership skills, jointed skills and positions and being process-driven.

Guided by the vision and overall strategy of Company, the focus is to build strong workforce by establishing strong linkages between employees, processes and values. Its focus remains on capability development in employees to maximise productivity and expand skillset.

The Company continues to enjoy peaceful and harmonious relations with all its employees through several proactive measures during the year. The Company employed 294 people as on 31st March 2021.

Internal Control System:

In your Company, an internal control system is in place to ensure the effectiveness and efficiency of the operations. Internal control system plays a significant role in the process of risk identification and its mitigation. It is a valuable contribution which ensures compliance of applicable laws and regulations.

The Company is committed to further improve Internal Controls and strengthen the Internal Audit function. Further stress on Corporate Governance is being given in the current year. We firmly believe that the business can grow and develop on the required lines and profitability can be sustained only through Strong and Transparent Corporate Governance.

Financial performance and segment-wise performance:

The discussion on the financial performance of the Company is covered in the Directors' Report. The segment-wise performance is available in note 39 of the notes forming part of the Accounts for the year under consideration.

Details of significant changes (i.e. Change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore:

Description	2020-21	2019-20	Reason if Material Variance
Debtors Turnover	2.64 times	3.69 times	Decrease in Sales with Collection
Interest Coverage Ratio	1.04 times	1.44 times	No significant variance
Current Ratio	2.59 times	2.34 times	No significant variance
Debt Equity Ratio	0.63 times	0.53 times	No significant variance
Operation Profit Margin (%)	3.70%	3.07%	No significant variance
Net Profit Margin (%)	0.03 %	3.09%	Decrease in sales with fixed expenses

Cautionary Statement:

Statements in the Management Discussion and Analysis Report describing Projections, Estimates, Expectations, Future Outlook etc. in connection with the business may be 'forward looking statements' within the meaning of applicable securities laws and regulations. However, the actual results could materially differ from those expressed or implied in the statements made by the Management. Various factors which are outside the purview of the Management Control can cause these deviations. These factors include economic developments in the country, changes in governmental policies and fiscal laws, sudden and unexpected rise in input costs, change in the demand supply pattern in the industry, etc.

INDEPENDENT AUDITOR'S REPORT

To,

The Members of

Patel Integrated Logistics Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of Patel Integrated Logistics Limited ("the Company"), which comprise the Balance Sheet as on March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements")

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Companies Act, 2013 as amended ("the Act") in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis of opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the "Code of Ethics" issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Emphasis of Matters

Attention is drawn to Note No.46 to the Standalone financials results, which describes that the extent to which the COVID-19 Pandemic will impact the Company's results in next financial year will depend on future developments, which are highly uncertain. Further we wish to highlight that due to the COVID-19 induced restrictions on physical movement and strict timelines, the entire audit team could not visit the offices / various branches of the Company for undertaking the required audit procedures as prescribed under ICAI issued Standards on Auditing, including but not limited to Inspection, examination and verification of the original documents of invoices, legal agreements, bank accounts statements / loan accounts statements and files. Participation in the year end activity of physical verification of Cash and Property, Plant and Equipment carried on by the management as on March 31, 2021, however we have performed alternate audit procedures / reconciliation of such items to obtain sufficient appropriate audit evidence about existence of Cash and Property, Plant and Equipment as at the year end.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

a) Revenue Recognition

The Company enters into contracts with customers for the provision of services. Revenue from these contracts is recognized in accordance with the requirements of Ind AS 115, Revenue from Contracts with Customers (as described in note 1B(i) of the stand-alone Ind AS financial statements)

Auditors' Responses

Principal Audit Procedures

• Assessing the Company's revenue recognition accounting policies in accordance with Ind AS 115, Revenue from Contracts with Customers.
• We obtained an understanding of management's internal controls over the revenue process and evaluated whether these have been designed in line with the Company's accounting policies
• We tested relevant internal controls for revenue recognition.
• We performed test of details for the selected sample of revenue transactions during the year and traced these to underlying supporting documentation / evidence.

b) Evaluation of disputed claims against the company under various non-tax matters

The company has disputed claims against it which are pending at various courts/forums and are various stages in the judicial process. The management has exercised significant judgement in assessing the possible outflow in such matters and accordingly an amount of Rs.6,25,92,675/- has been disclosed in Note 34, for which the company is contingently liable while possibility of any outflow in these matters has been considered remote.

Auditors' Responses

Principal Audit Procedures

• Read and analysed key correspondences, internal/external legal opinions/consultations by management for key disputed non-tax matters.
• Reviewed and verified other legal pronouncements wherever available in similar matters in the case of the company/ other corporates
• Discussed with appropriate senior management and evaluated management's underlying key assumptions in estimating the provisions; and
• Assessed management's estimate of the possible outcome of the disputed cases and relied on the management judgements in such cases.

Information other than the Standalone Financials Statements and Auditors' Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors' Report including Annexures to Directors' Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements and our auditor's report thereon. The Other information is expected to be made available to us after the date of this Auditors' report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind AS) referred specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility for the Audit of Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ('the Order'), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

• 1. As required by section 143 (3) of the Act, we report that:
  • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
  • b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
  • c) The Balance Sheet, the statement of Profit and Loss including Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
  • d) In our opinion, the aforesaid Standalone Ind AS Financial Statement comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015;
  • e) On the basis of written representations received from the directors as on March 31, 2021, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164(2) of the Act;
  • f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and
  • g) In our Opinion, the managerial remuneration for the year ended March 31, 2021 has been paid/provided by the company to its directors in accordance with the provision of section 197 read with Schedule V to the Act.
  • h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
    • i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements – Refer Note 34 to the Standalone Financial Statements.
    • ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
    • iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Hitesh Shah & Associates. Chartered Accountants FRN 103716W

Hitesh Shah Partner MNO: 040999

Place: Mumbai, Date: May 26, 2021 UDIN : 21040999AAAADX2578

"Annexure A" forming a part of Independent Auditor's Report

The Annexure referred to in Independent Auditor's Report to the members of the Company on the Standalone Ind AS Financial Statements for the year ended March 31, 2021, we report that:

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

• i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property Plant and Equipment (fixed assets).
  • (b) The company has a regular program for physical verification of its fixed assets by which its fixed assets are verified in a phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. However, there were certain fixed assets which were not verified during the year as planned due to outbreak of COVID-19 pandemic. As represented by the management, these will be covered for verification in the subsequent period. According to the information and explanations given to us, no material discrepancies were noticed on verification of the fixed assets.
  • (c) According to the information and explanations given to us and the records examined by us and based on the examination of registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and building owned by the company are held in its name. However some of the immovable properties are mortgaged against the bank loan. In respect of immovable properties of land that have been taken on lease and disclosed as property in the Standalone Ind AS Financial Statements, the lease agreements are in the name of the company, where the company is lessee in the agreement.
• ii) In view of there being no requirement to carry and hold any stock of inventories, therefore the provisions of clause (ii) of the order is not applicable to the company.
• iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained u/s 189 of the Act, therefore, the provision of sub - clause (a), (b) and (c) of the Order is not applicable to the Company.
• iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 185 and 186 of the Act, with respect to loans and investments made.
• v) The Company has complied with the provisions of Sections 73 to 76 of the Act, and the companies (Acceptance of Deposits) Amendment Rules, 2015 with regards to the deposits accepted from public. According to the information and explanation given to us, no order under the aforesaid sections has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal against the Company.
• vi) The Central Government has not prescribed the maintenance of cost records under sub- section (1) of section 148 of the Act for any of the activities of the Company.
• vii) According to the information and explanations given to us and on the basis of our examinations of the books of accounts and records of the Company, amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including Provident Fund, Income Tax, Goods and Service Tax, Duty of Customs, Duty of Excise, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2021 for the period more than six months from the date they become payable.

According to the information and explanations given to us, there are no material dues of customs, income tax, duty of excise, Goods and service tax which have not been deposited with appropriate authorities on account of any dispute.

• viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loan to a financial institutions, banks and Government and dues to debenture holders.
• ix) Based upon the audit procedures performed and according to the information and explanations given to us, monies has been raised by way of right issue. The proceeds from the Right Issue has been credited to Company's accounts on March 28, 2021 and hence same have not yet been utilized except for paying out Right Issue related expenses only.
• x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

• xi) According to the information and explanations given to us and based on our examination of the records of the Company, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
• xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Therefore, this clause of the Order is not applicable to the Company.
• xiii) According to the information and explanations given to us and based on our examination of records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.
• xiv) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not made any preferential allotment by conversion of share warrants into equity shares or private placement of shares or fully or partly convertible debentures during the year under review.
• xv) According to the information and explanations given to us and based on our examination of records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Therefore, this clause of the Order is not applicable to the Company.
• xvi) In our opinion and according to the information and explanations given to us, the company is not required to be registered under section 45 – IA of Reserve Bank of India Act, 1934. Therefore, this clause of the Order is not applicable to the Company.

For Hitesh Shah & Associates. Chartered Accountants FRN 103716W

Hitesh Shah Partner MNO: 040999

Place: Mumbai, Date: May 26, 2021 UDIN : 21040999AAAADX2578

"Annexure B" forming part of Independent Auditor's Report

"Annexure B" forming part of Independent Auditor's Report on the Standalone Financial Statements of Patel Integrated Logistics Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act").

We have audited the internal financial controls over financial reporting of Patel Integrated Logistics Limited ("the Company") as of March 31, 2021 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Ind AS Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the Standalone Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Hitesh Shah & Associates. Chartered Accountants FRN 103716W

Hitesh Shah Partner MNO: 040999

Place: Mumbai, Date: May 26, 2021 UDIN : 21040999AAAADX2578

BALANCE SHEET AS AT 31ST MARCH, 2021

	NoteNo.	As At31.03.2021`	As At31.03.2020`
ASSETS
Non - Current Assets
Property, Plant and Equipment	2	47,61,08,642	45,45,01,013
Capital Work-in-Progress		78,36,309	2,12,94,197
Investment Property	3	5,48,34,096	5,58,47,474
Intangible Assets	4	3,24,607	6,72,921
Financial Assets
Investments	5	3,81,86,456	3,07,68,026
Loans	6	53,98,794	53,28,597
Other Financial Assets	7	3,91,99,067	3,87,02,467
Total Non - Current Assets		62,18,87,971	60,71,14,695
Current Assets
Financial Assets
Investments	8	5,57,06,609	7,57,39,840
Trade Receivables	9	71,90,88,813	88,75,68,138
Cash and Cash Equivalents	10	23,07,79,464	12,87,13,276
Other Financial Assets	11	1,46,57,681	2,90,84,658
Other Current Assets	12	26,08,14,035	32,56,32,805
Total Current Assets		1,28,10,46,602	1,44,67,38,717
Total Assets		1,90,29,34,573	2,05,38,53,412
EQUITY AND LIABILITIES
Equity
Equity Share Capital	13	26,03,59,230	16,53,59,230
Other Equity	14	90,58,01,737	1,02,49,45,435
Total Equity		1,16,61,60,967	1,19,03,04,665
Liabilities
Non - Current Liabilities
Financial Liabilities
Borrowings	15	18,76,49,922	19,10,48,804
Other Financial Liabilities	16	3,07,85,634	3,33,33,295
Deferred Tax Liability ( Net )Total Non - Current Liabilities	17	2,30,06,56424,14,42,120	2,07,41,48724,51,23,586
Current LiabilitiesFinancial Liabilities
Borrowings	18	35,57,19,137	36,61,68,629
Trade Payables	19	1,83,37,050	15,24,96,820
Other Financial Liabilities	20	8,68,48,996	6,76,86,813
Other Current Liabilities	21	3,08,09,653	1,98,85,546
Provisions	22	36,16,650	1,21,87,353
Total Current Liabilities		49,53,31,486	61,84,25,161
Total Liabilities		73,67,73,606	86,35,48,747
Total Equity and Liabilities		1,90,29,34,573	2,05,38,53,412
Significant Accounting Policies	1
Notes on Financial Statements	2 - 47

As per our report of even date For Hitesh Shah & Associates Chartered Accountants ( Registration No. 103716W)

HITESH SHAH

Partner Membership No. 040999

Hari Nair Managing Director DIN-02362137

Mumbai, Sweta Parekh Deepak Keni

For and on behalf of the Board of Directors,

Farukh Wadia Director DIN-00097162

Dated : 26th May, 2021 Company Secretary Chief Financial Officer

60 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

		NoteNo.	For the Year Ended31.03.2021`	For the Year Ended31.03.2020`
	INCOME
I	Revenue from Operations	23	2,12,24,92,745	3,47,40,92,723
II	Other Income	24	5,05,36,469	6,46,55,793
III	Total Income (I+II)		2,17,30,29,214	3,53,87,48,516
IV	EXPENSES
	Operating Cost	25	1,89,87,32,997	3,08,16,66,269
	Employee Benefits Expense	26	11,33,92,235	18,79,83,868
	Finance Costs	27	7,58,78,823	7,38,90,067
	Depreciation and Amortization Expense	2,3&4	2,35,48,078	3,90,56,867
	Other Expenses	28	5,87,59,402	12,35,04,412
	Total Expenses		2,17,03,11,535	3,50,61,01,483
V	Profit Before Exceptional and Extraordinary Items and Tax (III-IV)		27,17,679	3,26,47,033
VI	Exceptional Item	29	-	9,57,28,391
VII	Profit Before Tax (V+VI)		27,17,679	12,83,75,424
VIII	Tax Expenses
	Current Tax		-	2,70,69,000
	Deferred Tax		22,65,077	(60,99,695)
	( Excess ) / Short Provision of Income Tax for earlier years		(96,833)	-
	Total Tax Expense		21,68,244	2,09,69,305
IX	Profit for the year (VII-VIII)		5,49,435	10,74,06,119
X	Other Comprehensive Income
	Item that will not be reclassified to Statement of Profit and Loss		(99,37,062)	7,60,54,994
	Income tax relating to item that will not be reclassified to Statement of Profit and Loss		-	(56,69,000)
	Total Other Comprehensive Income		99,37,062	(7,03,85,994)
XI	Total Comprehensive Income for the year (IX+X)		1,04,86,497	3,70,20,125
XII	Earning per Equity Share of face value of ` 10/- each	30
	Basic ( in ` )		0.03	6.50
	Diluted ( in ` )		0.03	6.50
	Significant Accounting Policies	1
	Notes on Financial Statements	2 - 47

As per our report of even date For Hitesh Shah & Associates Chartered Accountants

( Registration No. 103716W)

HITESH SHAH Partner Membership No. 040999

Mumbai, Sweta Parekh Deepak Keni

Hari Nair Managing Director DIN-02362137

For and on behalf of the Board of Directors,

Farukh Wadia Director DIN-00097162

Dated : 26th May, 2021 Company Secretary Chief Financial Officer

			Year Ended31.03.2021		Year Ended31.03.2020
		`	`	`	`
A:	CASH FLOW FROM OPERATING ACTIVITIES :
	Net Profit Before Tax		27,17,679		12,83,75,424
	Adjusted For :
	Net Prior Year Adjustment	-		-
	Profit / Loss on Sale / Discard of Assets (Net)	(1,31,04,080)		(18,29,835)
	Profit / Loss on Sale of Business Unit	-		(12,74,20,426)
	Depreciation	2,35,48,078		3,90,56,867
	(Net gain) / Loss on Sale of Current/Non Current Investments	(31,16,256)		(9,33,245)
	Dividend Income	(16,33,216)		(50,47,374)
	Interest Income	(1,48,90,773)		(99,59,260)
	Finance Cost	7,58,78,823		7,38,90,067
			6,66,82,576		(3,22,43,206)
	Operating Profit Before Working Capital Changes		6,94,00,255		9,61,32,218
	Adjusted For :
	Trade and Other Receivables	17,92,48,396		(22,94,26,870)
	Trade and Other Payables	(26,81,81,767)		2,55,03,267
			(8,89,33,371)		(20,39,23,603)
	Cash Generated from Operations		(1,95,33,116)		(10,77,91,385)
	Taxes Received / (Paid) (Net)	6,49,94,737		(4,87,33,908)
			6,49,94,737		(4,87,33,908)
	Net Cash from Operating Activities		4,54,61,621		(15,65,25,293)
B:	CASH FLOW FROM INVESTING ACTIVITIES :
	Purchase of Fixed Assets		(4,84,77,599)		(3,37,59,149)
	Sale of Fixed Assets		1,77,87,664		7,15,21,422
	(Purchase) / Sale of Current / Non Current Investment (Net)		3,69,46,153		1,15,26,605
	Preceeds from Sale of Business Unit		-		34,00,00,000
	Movement in Fixed Deposits (Net)		66,93,839		(14,28,523)
	(Increase) / Decrease in Capital Work in Progress		1,34,57,888		(18,38,251)
	Interest Received		1,45,17,750		99,91,760
	Dividend Received		16,33,216		50,47,374
	Net Cash (used in) Investing Activities		4,25,58,911		40,10,61,238

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

62 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

	Year Ended31.03.2021	Year Ended31.03.2020
	<br>	<br>
C: CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds from Public Deposits (Net)	2,14,000	(4,91,22,000)
Proceeds from Right Issue	9,50,00,000	-
Rights Share Issue Expenses	(51,38,407)	-
Proceeds from Long Term Borrowings (Net)	1,81,50,344	(3,17,25,101)
Transfer of Cash & Bank Balance on Sale of Business Unit	-	(81,76,625)
Interest Paid	(7,53,83,329)	(7,61,25,211)
Dividend Paid	(16,53,621)	(99,67,466)
Net Cash (used in) / from Financing Activities	3,11,88,987	(17,51,16,403)
Net Increase / (Decrease) in Cash and Cash Equivalents	11,92,09,519	6,94,19,542
Opening Balance of Cash and Cash Equivalents	(25,17,27,213)	(32,11,46,755)
Closing Balance of Cash and Cash Equivalents	(13,25,17,694)	(25,17,27,213)

Notes :

1. The above Cash Flow Statement has been prepared under the "Indirect Method" set out in Indian Accounting Standard (Ind AS -7) "Cash Flow Statement".

2. Cash and Cash Equivalents do not include Fixed Deposits with Banks earmarked against Public Deposit.

3. Amount unutilised received against Right Issue of ` 9,43,21,101/- was included in above specified Bank Account.

4. Figures in bracket denote outflow of cash.

5. Previous year's figures have been restated/recasted, wherever necessary, to confirm to this year's classification.

As per our report of even date For Hitesh Shah & Associates Chartered Accountants ( Registration No. 103716W)

HITESH SHAH Partner Membership No. 040999

Mumbai, Sweta Parekh Deepak Keni Dated : 26th May, 2021 Company Secretary Chief Financial Officer

Hari Nair Managing Director DIN-02362137

For and on behalf of the Board of Directors,

Farukh Wadia Director DIN-00097162

Statement of Changes in Equity for the Year Ended 31st March, 2021

A. Equity Share Capital

Balance at thebeginning of thereporting period i.e.1st April, 2019	Changes in equityshare capital during theyear 2019 - 20	Balance at the end ofthe reporting period i.e.31st March, 2020	Changes in equityshare capital during theyear 2020 - 21	Balance at the end ofthe reporting period i.e.31st March, 2021
16,53,59,230	-	16,53,59,230	9,50,00,000	26,03,59,230

B. Other Equity

								Amount in `
					Reserves and Surplus
Particulars	CapitalReserve	CapitalRedemptionReserve	SecuritiesPremiumReserve	GeneralReserve	ContingencyReserve	Profit andLoss Account	OtherComprehensiveIncome	Total
Balance at the beginning of thereporting period i.e. 1st April, 2020	5,42,69,069		18,60,000 38,72,36,869 50,78,23,518		50,06,780	18,17,74,765		(11,30,25,566) 1,02,49,45,435
Net of Income/(expenses) for the year	-	-	-		- (12,28,38,167)	5,49,435		99,37,062 (11,23,51,670)
Dividend	-	-	-	-	-	(16,53,621)	-	(16,53,621)
Share Issue Expenses	-	-	(51,38,407)	-	-	-	-	(51,38,407)
Transfer (to)/from Profit and Loss Account	-	-	-	-		12,00,00,000 (12,00,00,000)	-	-
Balance at the end of the reportingperiod i.e. 31st March, 2021	5,42,69,069		18,60,000 38,20,98,462 50,78,23,518		21,68,613	6,06,70,579	(10,30,88,504)	90,58,01,737

The above statement of changes in equity should be read in conjunction with the accompanying notes.

As per our report of even date For Hitesh Shah & Associates Chartered Accountants ( Registration No. 103716W)

HITESH SHAH Partner Membership No. 040999

Mumbai, Sweta Parekh Deepak Keni

Hari Nair Managing Director DIN-02362137

For and on behalf of the Board of Directors,

Farukh Wadia Director DIN-00097162

Dated : 26th May, 2021 Company Secretary Chief Financial Officer

1.A. Corporate Information

Patel Integrated Logistics Limited ("the Company") is a listed entity incorporated in India. Equity Shares of the Company are listed on BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Association Limited.

The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report.

The Company is in the business of Logistics Services, offering unified logistics solution through the extensive infrastructure of Offices and Delivery destinations across all over the Country. The Company provides various services to their client through its different divisions and products. The Company offers a complete range of logistics products, which includes business activities like Surface Transport, Warehousing, Air Cargo Consolidation etc.

During the Previous Year the Company has divested its surface transport business carried on in a division "Patel Roadways" on a going concern basis by way of Slump sale to Innovative Logistics Service Private Limited, a subsidiary of Stellar Value Chain Solutions Pvt. Ltd. on 30th June, 2019.

During the year the Company has ventured into health and fitness industry by taking franchisee of GYM business.

1.B. Significant Accounting Policies

a. Basis for preparation of Standalone Financial Statements:

The standalone financial statements have been prepared on the historical cost basis except for following assets and liabilities which have been measured at fair value amount:

• i) Certain financial assets and liabilities
• ii) Defined benefit plans plan assets

The Financial Statements of the Company have been prepared to comply with the Indian Accounting standards ('Ind AS'), including the rules notified under the relevant provisions of the Companies Act, 2013.

Company's Financial Statements are presented in Indian Rupees, which is also its functional currency and all values are rounded to the nearest Rupee.

• b. Property, Plant and Equipment (including Capital work-in-progress):
  • i. Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent cost are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance expenses are charged to profit or loss during the reporting period in which they are incurred.

• ii. Assets acquired on financial lease on or after April 1, 2001 are capitalised at their fair values at the inception of lease or, if lower at the present value of the minimum lease payments.
• iii. Land purchased on long term lease (99 years) is shown under Property, Plant and Equipment, and not separately shown under Leased Assets.
• iv. Assets acquired but not ready for use are classified under Capital work in progress and are stated at cost comprising direct cost and related incidental expenses.
• c. Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Company as Lessee

Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments.

These finance lease, if any, are accounted for high value asset wherein the assets is ascertainable and renewal of such lease is required as well as highly probable as per IND AS 116. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognized immediately in profit and loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Company's general policy on the borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense in the Profit and loss Statement on a straight-line basis over the lease term.

• d. Investment Property:
  • i. Investment property is the property that is not occupied by the Company, and which is held to earn rentals or for capital appreciation, or both. Upon initial recognition, an investment property is measured at cost, including directly attributable overheads, if any. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment loss, if any.
  • ii. Any gain or loss on disposal of an investment property is recognised in profit or loss, unless any other standard specifically requires otherwise.
  • iii. Company depreciates the investment property using the straight line method over the useful lives of assets as prescribed under Part C of Schedule II of the Act.
• e. Intangible Assets:
  • i. Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss.
• f. Depreciation / Amortization:
  • i. Depreciation on all assets is provided under straight line method at the rates and in the manner prescribed under Part-C of Schedule II of the Companies Act, 2013 (the "Act").
  • ii. Depreciation on additions to assets or sale or disposal of assets is calculated on a pro-rata basis from / to the date of addition / deduction.
  • iii. Cost of leasehold land is amortised over the residual period of the lease on straight line basis.
• g. Impairment of non-financial assets property, plant and equipment and intangible assets:

The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs.

An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset's carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset's fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets.

The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

• h. Financial Assets:
  • i. Financial Assets
    • A. Initial recognition and measurement

All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date accounting.

B. Subsequent measurement

a) Financial assets carried at amortised cost (AC)

A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

b) Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

There is no significant impact on valuation of Financial Assets, having contractual inflow, at fair value through comprehensive income and hence such difference on valuation is not booked.

c) Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are measured at FVTPL.

C. Other Equity Investments

All other equity investments are measured at fair value, with value changes recognised in Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in 'Other Comprehensive Income'.

D. Impairment of financial assets

In accordance with Ind AS 109, the Company uses 'Expected Credit Loss' (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

• The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

For trade receivables Company follows 'simplified approach' which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analysed.

The Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

• ii. Financial Liabilities
  • A. Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.

There is no significant impact on valuation of Financial Liabilities at fair value through comprehensive income and hence no profit or loss on such valuation is booked.

B. Subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

There is no significant impact on valuation of Financial Liabilities at fair value through comprehensive income and hence such difference on valuation is not booked.

• iii. Membership shares of a Co-operative Housing Society related to office premise are included under Non Current Investments.
• iv. Profit / Loss on sale of Current / Non Current Investments is computed on FIFO basis.

• i. Policy For Revenue Recognition:
  • i. Revenue / Income and Cost / Expenditure are generally accounted on accrual basis as they are earned / incurred, except those with significant uncertainties.
  • ii. Amounts recovered towards demurrage and delivery charges are accounted at the time when they are ultimately realised. Freight includes recoverable on undelivered consignments as certified by the management and recoveries for other allied services on a consistent basis.
  • iii. Income on account of Co-Loading and Cargo division is recognized on booking of courier & cargo load.
  • iv. Cargo Freight charges has been accounted on gross basis and commission received if any, against the same has been accounted as revenue from operation under the head commission including Franchisee/Business Associates.
  • v. Dividend income from investment is recognised as and when received.
  • vi. Other incomes are accounted for on accrual basis except when the recovery is uncertain, it is accounted for on receipt basis.
  • vii. Administrative and other expenses are stated net of recoveries wherever applicable.
• j. Employee Benefits:
  • i. Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services.

• ii. Post-Employment Benefits
  • A. Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident and Pension Fund. The Company's contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

B. Defined Benefit Plans

The Company pays gratuity to the employees whoever has completed five years of service with the Company at the time of resignation/superannuation. The gratuity is paid @15 days basic salary for every completed year of service as per the Payment of Gratuity Act, 1972.

Company's liability towards gratuity is determined by valuation carried out by the "Life Insurance Corporation of India" as at each balance sheet date and is fully provided for in the Statement of Profit and Loss on the basis of aforesaid valuation. The valuation method used for measuring the liability is the Projected Unit Credit method.

The liability for compensated absences is determined by valuation carried out by the "Life Insurance Corporation of India" as at each balance sheet date and provided for in the Statement of Profit and Loss as incurred in the year in which services are rendered by employees. The valuation method used for measuring the liability is the Projected Unit Credit method.

The gains and losses are recognized immediately in the Statement of Other Comprehensive Income.

k. Foreign Currency Transactions:

Transactions in foreign currencies if any, are recorded at the exchange rate prevailing on the date of the transaction. Monetary items denominated in foreign currencies are restated at the exchange rate prevailing on the balance sheet date. Exchange differences arising on settlement of the transaction and on account of restatement of monetary items are dealt with in the Statement of Profit and Loss.

l. Recoverability of Trade Receivable

Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment. Such provisions are made by providing for Contingencies Reserves and adjusted against such reserves on eventuality of such bad debts.

m. Taxes on Income:

Tax expense for the period comprises current and deferred tax. The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying values of assets and liabilities in the standalone financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences. In contrast, deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

The carrying value of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on the tax rates and tax laws that have been enacted or substantially enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying value of its assets and liabilities.

Deferred tax assets and liabilities are offset to the extent that they relate to taxes levied by the same tax authority and there are legally enforceable rights to set off current tax assets and current tax liabilities within that jurisdiction.

Current and deferred tax are recognised as an expense or income in the statement of profit and loss, except when they relate to items credited or debited either in other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or directly in equity.

Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. MAT is recognised as deferred tax assets in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realized.

n. Indirect Tax Input Credit :

Indirect Tax Input credit is accounted for in the books in the period in which the underlying service is received and when there is no uncertainty in availing /utilizing the credits. When input is not available for set-off against liabilities, the same is expensed out.

o. Contingency Reserve

A contingency reserve is retained earnings that have been set aside to guard against possible future losses. A contingency reserve is needed in situations where a business occasionally suffers significant losses, and needs reserves to offset those losses.

p. Provision and Contingencies:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

A Contingent Liability is disclosed when the Company has possible or present obligation where it is not certain that an outflow of resources will be required to settle it.

Claims in respect of which the Company is of the opinion that they are frivolous or is legally advised that they are unsustainable in law are not considered as Contingent Liability as the possibility of an outflow of resources embodying economic benefits is remote. Contingent Assets are neither recognized nor disclosed in the standalone financial statements.

March, 2021
ments for the Year Ended 31st
Notes on Financial State

2 PROPERTY, PLANT AND EQUIPMENT

Description				Gross Carrying Value							Depreciation / Amortisation				Net Carrying Value
	01.04.2019As at	Additions /Adjustment	Deductions /Adjustments	01.04.2020As at	Additions /Adjustment	Deductions /Adjustments	31.03.2021As at	01.04.2019As at	Addition	Deductions /Adjustments	01.04.2020As at		For the Year Deductions /Adjustments	31.03.2021As at	31.03.2021As at	31.03.2020As at
Freehold Land	20,66,65,778	1,09,500		- 20,67,75,278	13,62,970		12,94,950 20,68,43,298	-	-	-	-	-	-		- 20,68,43,298 20,67,75,278
Leasehold Land	3,87,50,050	7,95,346	7,43,906	3,88,01,490	2,50,000	3,93,490	3,86,58,000	8,14,879	3,94,197	17,127	11,91,949	3,90,865	19,538	15,63,276	3,70,94,724	3,76,09,541
Buildings	16,16,16,846	55,67,393		48,88,177 16,22,96,062	3,10,53,346		10,98,875 19,22,50,533	2,78,80,663	26,07,172	18,11,719	2,86,76,116	27,15,515	5,01,826		3,08,89,805 16,13,60,728 13,36,19,946
Furniture and Fixtures	14,56,42,020	31,53,919		1,18,72,468 13,69,23,471	63,76,115		- 14,32,99,586 10,66,66,328		82,13,927		94,49,649 10,54,30,606	79,92,659		- 11,34,23,265	2,98,76,321	3,14,92,865
Computer	17,50,29,708	46,39,249		4,57,81,465 13,38,87,492	38,63,080		3,91,720 13,73,58,852 16,90,59,427		28,57,406		4,43,26,303 12,75,90,530	26,24,210		1,04,497 13,01,10,243	72,48,609	62,96,962
Office Equipment	7,68,92,155	12,61,757	2,57,92,972	5,23,60,940	40,59,526	22,400	5,63,98,066	6,42,72,282	34,93,785	2,20,10,412	4,57,55,655	27,13,904	10,687	4,84,58,872	79,39,194	66,05,285
Plant and Machinery	98,15,319	1,09,792	73,07,066	26,18,045	9,000	-	26,27,045	73,24,699	96,843	49,49,764	24,71,778	33,494	-	25,05,272	1,21,773	1,46,267
Truck	15,46,99,521		- 13,20,17,588	2,26,81,933	-	36,12,151	1,90,69,782	7,30,21,166	1,56,51,401	7,18,69,551	1,68,03,016	14,19,145	14,93,454	1,67,28,707	23,41,075	58,78,917
Vehicles		4,24,12,753 1,81,13,793	61,09,705	5,44,16,841	15,03,562	-	5,59,20,403	2,68,37,551	39,60,254	24,56,916	2,83,40,889	42,96,594	-	3,26,37,483	2,32,82,920	2,60,75,952
Total	1,01,15,24,150 3,37,50,749			23,45,13,347 81,07,61,552	4,84,77,599		68,13,586 85,24,25,565 47,58,76,995			3,72,74,985 15,68,91,441 35,62,60,539		2,21,86,386			21,30,002 37,63,16,923 47,61,08,642 45,45,01,013

• 2.1 Building includes ` 250/- in respect of shares held in the Society
• 2.2 Buildings worth 58,77,423/- included in Gross Block are revalued on the basis of the replacement value as at 30.06.1987 and the office premises worth 2,48,44,368/- included in Gross Block are revalued on the basis of the replacement value as at 31.03.1993. They are stated at revalued figures less accumulated depreciation.
• 2.3 The office building at Natasha 1st Floor, Bandra, Mumbai 400 050 there is no marketable title of the property on account of litigation pending before the High Court
• 2.4 Gross carrying of leasehold land represents amounts paid under certain lease-cum-sale agreements to acquire land including agreements where the Company has an option to purchase or renew the properties on expiry of the lease period.
• 3 INVESTMENT PROPERTY :

(Amount in `)		As at	31.03.2020	5,58,47,474
	Net Carrying Value	As at	31.03.2021	5,48,34,096
		As at	31.03.2021	93,03,528
		For the Year Deductions /	Adjustments	-
				10,13,378
	Depreciation / Amortisation	As at	01.04.2020	82,90,150
		Deductions /	Adjustments	4,24,531
		Addition		10,27,886
		As at	01.04.2019	76,86,795
		As at	31.03.2021	6,41,37,624
		Deductions /	Adjustments	-
		Additions /	Adjustment	-
	Gross Carrying Value	As at	01.04.2020	6,41,37,624
		Deductions /	Adjustments	22,70,230
		Additions /	Adjustment	-
		As at	01.04.2019	6,64,07,854
	Description			Buildings

4 INTANGIBLE ASSETS :

																(Amount in `)
Description				Gross Carrying Value							Depreciation / Amortisation				Net Carrying Value
	01.04.2019As at	Additions /Adjustment	Deductions /Adjustments	01.04.2020As at	Additions /Adjustment	Deductions /Adjustments	31.03.2021As at	01.04.2019As at	Addition	Deductions /Adjustments	01.04.2020As at	For the Year Deductions /	Adjustments	31.03.2021As at	31.03.2021As at	31.03.2020As at
Licence Software	2,77,13,936	8,400	67,02,117	2,10,20,219	-	-	2,10,20,219	2,47,04,052	7,53,996	51,10,750	2,03,47,298	3,48,314	-	2,06,95,612	3,24,607	6,72,921
Total	2,77,13,936	8,400	67,02,117	2,10,20,219	-	-	2,10,20,219	2,47,04,052	7,53,996	51,10,750	2,03,47,298	3,48,314	-	2,06,95,612	3,24,607	6,72,921

			As at 31.03.2021		As at 31.03.2020
		Units	`	Units	`
5	INVESTMENTS
	Investments Measured at Cost
	Non Trade Unquoted
	The Memon Co-op. Bank Ltd of `10/- each fully paid up	5	50	5	50
	Shamrao Vithal Co-op Bank Ltd. of ` 25/- each fully paid up	5,000	1,25,000	5,000	1,25,000
	NKGSB Co-op Bank Ltd of `10/- each fully paid up	50	500	50	500
	Shri Ambuja Petrochemicals Ltd of `10/- each fully paid up	910	9,100	910	9,100
	The Natasha Co-op. Housing Society Ltd. of ` 50/- each fully paid up	5	250	5	250
	Piramal Glass Ltd. of ` 10/- each fully paid up	8	-	8	-
	Saraswat Co-operative Bank Ltd. of ` 10/- each fully paid up	2,500	25,000	-	-
			1,59,900		1,34,900
	Investments Measured at Fair Value through Other Comprehensive Income
	Investments in Equity Shares
	Trade Quoted
	Gati Ltd. of ` 2/- each fully paid up	20	1,013	20	1,013
	All Cargo Logistics Ltd. of ` 2/-each fully paid up	200	16,993	200	16,993
	Transport Corporation of India Ltd. of ` 2/- each fully paid up	20	1,495	20	1,495
	TCI Express Ltd. of ` 2/- each fully paid up	10	-	10	-
			19,501		19,501
	Non Trade Quoted
	Ganesh Anhydride Ltd. of `10/- each fully paid up	50	500	50	500
	BSE Ltd of ` 2/- each fully paid up	110	88,660	110	88,660
	TCI Developers Ltd. of ` 10/- each fully paid up	1	-	1	-
	Hindustan Petroleum Corporation Ltd. of ` 10/- each fully paid up	1,14,750	4,20,76,553	1,14,750	4,20,76,553
	FDC Ltd. of ` 1/- each fully paid up	-	-	7,983	2,284,068
			4,21,65,713		4,44,49,781
	Investments in Mutual Fund - Quoted
	JM Equity Hybrid Fund Annual Dividend	3,11,502.190		1,00,00,000 3,11,502.190	1,00,00,000
	JM Large Capital Fund Annual Dividend	3,62,034.237		1,00,00,000 3,62,034.237	1,00,00,000
			2,00,00,000		2,00,00,000
	Investment - FVTOCI		(2,41,58,658)		(3,38,36,156)
	TOTAL		3,81,86,456		3,07,68,026
	Aggregate book value of quoted investments		3,80,26,556		3,06,33,126
	Aggregate market value of quoted investments		3,80,26,556		3,06,33,126
	(As investments are valued at fair value on 31st March based on the newly adopted Ind AS)
	Aggregate book value of unquoted investments		1,59,900		1,34,900

			As at31.03.2021		As at31.03.2020
			`		`
5.1	Category - wise Non Current Investments
	Financial assets measured at cost		1,59,900		1,34,900
	Financial assets measured at fair value through other Comprehensive Income		3,80,26,556		3,06,33,126
	Total Non Current Investments		3,81,86,456		3,07,68,026
			As at31.03.2021`		As at31.03.2020`
6	LOANS
	( Unsecured Considered Good )
	Deposit Others		53,98,794		53,28,597
	TOTAL		53,98,794		53,28,597
			As at31.03.2021`		As at31.03.2020`
7	OTHER FINANCIAL ASSETS
	Deposit to Related Party (Refer Note No. 40[i])		1,00,00,000		1,00,00,000
	Deposit		48,30,067		43,33,467
	Other Loans and Advances (Refer Note No. 38)		2,43,69,000		2,43,69,000
	TOTAL		3,91,99,067		3,87,02,467
		As at 31.03.2021		As at 31.03.2020
		Units	`	Units	`
8	INVESTMENTS
	Investments Measured at Cost
	Investments in Debentures - Unquoted
	NCD of Ganesh Benzo Plast Ltd of ` 75/- each fully paid up	40	3,000	40	3,000
	Secured NCD of Orris Infrastructure Pvt. Ltd.	1	27,52,219	1	35,29,949
	Secured NCD Omkar Realtors Andheri Project Pvt. Ltd. SR-A 15	1	27,066	1	142,558
			27,82,285		36,75,507
	Investments in Mutual Fund - Unquoted
	Essel Asset II at NAV of ` 100/- each	1,36,454	1,36,45,351	1,46,893	1,46,89,340
	India Housing Fund (A Category II AIF Scheme)	-	-	2,49,217	24,78,941
	Reliance Yield Maximiser AIF Scheme III		40,98,395		66,26,752
	BPEA India Credit Investment Trust II	90,804	93,16,400	90,804	93,16,400
	Edelweiss Multi Strategy Fund Management		25,00,000		25,00,000
	Indiabulls High Yield Fund		92,95,282		1,00,00,000
			3,88,55,428		4,56,11,433

	As at 31.03.2021		As at 31.03.2020
	Units	`	Units	`
Investments Measured at Fair Value through Other Comprehensive Income
Investments in Equity Shares
Trade Quoted
Blue Dart Express Ltd. of ` 10/- each fully paid up	-	-	1,000	45,89,909
		-		45,89,909
Non Trade Quoted
Indian Oil Corporation Ltd. of ` 10/- each fully paid up	9,614	12,53,241	9,614	12,53,241
Mahindra & Mahindra Ltd. of ` 5/- each fully paid up	1,010	9,57,076	1,010	9,57,076
HEG Limited of ` 10/- each fully paid up	222	9,22,688	222	9,22,688
Biocon Limited of ` 5/- each fully paid up	-	-	1,540	9,91,804
Mphasis Ltd of ` 10/- each fully paid up	-	-	1,923	23,43,393
ITC Limited of ` 1/- each fully paid up	8,000	24,37,200	8,000	24,37,200
Lupin Limited of ` 2/- each fully paid up	-	-	1,110	9,90,496
IndusInd Bank Limited of ` 10/- each fully paid up	1,250	19,93,790	1,250	19,93,790
		75,63,995		1,18,89,688
Investments in Debentures - Quoted
NCD of Blue Dart Express Ltd. SR-III 9.5 of ` 10/- each fully paid up	3,000	-	3,000	-
		-		-
Investments in Mutual Fund - Quoted
HDFC Balanced Advantage Fund (Direct Plan Dividend)	1,50,681.522		50,26,372 1,50,681.522	50,26,372
HDFC Capital Builder Fund - Direct Plan Dividend	74,796.553	25,00,000	74,796.553	25,00,000
Essel Large Cap Equity Fund	-	-	1,36,707.375	25,00,000
Essel Liquid Fund	-	-	2.632	5,000
Redeemable Units of ICICI Balanced Advantage Fund at NAV of ` 15.09 each	-	-	6,45,642.559	1,00,01,000
Reliance Growth Fund - Direct Plan Dividend	-	-	27,712.898	25,00,000
Reliance Liquid Fund Treasury Plan (Direct)	1.203	5,000	1.203	5,000
		75,31,372		2,25,37,372
Investment - FVTOCI		(10,26,471)		(1,25,64,069)
TOTAL		5,57,06,609		7,57,39,840
Aggregate book value of quoted investments		1,40,68,896		2,64,52,900
Aggregate market value of quoted investments		1,40,68,896		2,64,52,900
(As investments are valued at fair value on 31st March based on the newly adopted Ind AS)
Aggregate book value of unquoted investments		4,16,37,713		4,92,86,940

		As at	As at
		31.03.2021	31.03.2020
8.1	Category - wise Current Investments	`	`
	Financial assets measured at cost	4,16,37,713	4,92,86,940
	Financial assets measured at fair value through other Comprehensive Income	1,40,68,896	2,64,52,900
	Total Current Investments	5,57,06,609	7,57,39,840
		As at31.03.2021`	As at31.03.2020`
9	TRADE RECEIVABLES
	Secured Considered Good	85,90,481	85,90,481
	Unsecured Considered Good	71,04,98,332	87,89,77,657
	TOTAL	71,90,88,813	88,75,68,138
		As at31.03.2021`	As at31.03.2020`
10	CASH AND BANK BALANCES
	Cash and Cash Equivalents
	Balance with Banks
	In Current Accounts (includes proceeds of Right Issue)	12,73,54,919	6,52,90,682
	In Accounts for Unclaimed Dividend	27,26,051	30,41,643
	Cash on Hand	13,16,161	10,83,702
	Other Bank Balances
	In Fixed Deposits	3,25,000	3,25,000
	In Fixed Deposits ( as margin money against bank guarantees,LC's and Others )	9,14,79,312	4,47,00,389
	In Fixed Deposits ( as earmarked against public deposits )	75,78,021	1,42,71,860
	TOTAL	23,07,79,464	12,87,13,276

10.1 Fixed deposits with bank includes deposits of Nil/- ( Previous Year 1,90,95,750/-) with maturity of more than 12 months

10.2 Bank balance of ` 9,43,21,101/- represents Rights Issue proceeds pending utilisation kept in Current Account.

		As at31.03.2021	As at31.03.2020
		`	`
11	OTHER FINANCIAL ASSETS
	Deposit	1,27,00,000	2,75,00,000
	Interest Accrued on Bank Deposits	19,57,681	15,84,658
	TOTAL	1,46,57,681	2,90,84,658
		As at31.03.2021	As at31.03.2020
		`	`
12	OTHER CURRENT ASSETS
	Prepaid Expenses	58,01,267	45,32,844
	Staff Advances	48,15,608	55,75,836
	Advance Income Tax (Net of Provision)	7,41,83,778	13,90,81,682
	Others*	17,60,13,382	17,64,42,443
	TOTAL	26,08,14,035	32,56,32,805

* includes interest receivable, GST Input, claim receivable, agent receivable and others.

74 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

			As at 31.03.2021		As at 31.03.2020
13	SHARE CAPITAL	Units	`	Units	`
	Authorised Share Capital
	Equity Share of ` 10/- each		3,00,00,000 30,00,00,000		3,00,00,000 30,00,00,000
			30,00,00,000		30,00,00,000
	ISSUED, SUBSCRIBED AND PAID UP :
	Equity Shares of ` 10/- each paid up value		1,65,35,923 16,53,59,230		1,65,35,923 16,53,59,230
	Add : Equity Shares Issued during the year	95,00,000	9,50,00,000	-	-
	TOTAL		26,03,59,230		16,53,59,230

13.1 The reconciliation of the number of shares outstanding is set out below :

Particulars	As At31.03.2021	As At31.03.2020
	No. of Shares	No. of Shares
Equity Shares at the beginning of the year fully paid upAdd: Shares issued during the year	1,65,35,92395,00,000	1,65,35,923-
Equity Shares at the end of the year	2,60,35,923	1,65,35,923

13.2 Rights, preferences and restrictions attached to the equity shares -

• a) Right to receive dividend as may be approved by the Board of Directors/Annual General Meeting.
• b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.
• c) Every member of the company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the company.
• 13.3 The details of Shareholders holding more than 5 % shares :

Name of the Shareholders	As At 31.03.2021		As At 31.03.2020
	No. of Shares	% held	No. of Shares	% held
Patel Holdings Limited	50,25,667	19.30	30,25,667	18.30
A. S. Patel Trust	13,71,500	5.27	13,71,500	8.29
Mr. Asgar S. Patel	31,04,510	11.92	10,65,879	6.45
Mr. Areef A. Patel	-	-	9,27,884	5.61
Frontline Strategy Limited	8,99,362	3.16	8,99,362	5.44

		As at31.03.2021`	As at31.03.2020`
14	OTHER EQUITY
	Capital Reserve	5,42,69,069	5,42,69,069
	Capital Redemption Reserve	18,60,000	18,60,000
	Securities Premium Reserve
	As per last Balance Sheet	38,72,36,869	38,72,36,869
	Less : Share Issue Expenses	51,38,407	-
		38,20,98,462	38,72,36,869
	General Reserve
	As per last Balance Sheet	50,78,23,518	49,78,23,518
	Add : Transferred from Profit and Loss Account	-	1,00,00,000
		50,78,23,518	50,78,23,518
	Other Reserve
	Contingency Reserve
	As per last Balance Sheet	50,06,780	7,25,25,505
	Add : Transferred from Profit and Loss Account	12,00,00,000	5,00,00,000
		12,50,06,780	12,25,25,505
	Less : Transfer to Profit and Loss Account	12,28,38,167	11,75,18,725
		21,68,613	50,06,780
	Profit and Loss Account
	As per last Balance Sheet	18,17,74,765	14,43,36,112
	Add : Profit for the year	5,49,435	10,74,06,119
		18,23,24,200	25,17,42,231
	Less : Appropriations :
	Transferred to General Reserve	-	1,00,00,000
	Transferred to Contingency Reserve	12,00,00,000	5,00,00,000
	Final Dividend on Equity Shares	16,53,621	82,67,962
	(Dividend per share Re. 0.10 (Previous Year Re. 0.50)
	Tax on Dividend	-	16,99,504
		6,06,70,579	18,17,74,765
	Other Comprehensive Income
	As per last Balance Sheet	(11,30,25,566)	(4,26,39,572)
	Add : Movement in OCI (Net) during the year	99,37,062	(7,03,85,994)
		(10,30,88,504)	(11,30,25,566)
	TOTAL	90,58,01,737	1,02,49,45,435

		As At 31.03.2021		As At 31.03.2020
		Non Current	Current	Non Current	Current
15	BORROWINGS	`	`	`	`
	Secured
	Term Loan From Banks	9,27,65,932	49,73,777	1,37,92,799	46,54,635
	Term Loan From Other Financial Institutions	4,57,43,990	13,00,040	8,07,11,005	74,74,956
		13,85,09,922	62,73,817	9,45,03,804	1,21,29,591
	Unsecured
	Loans From Related Parties	-	-	2,00,00,000	-
	Deposit accepted from Public	4,91,40,000	6,86,36,000	7,65,45,000	4,10,17,000
		4,91,40,000	6,86,36,000	9,65,45,000	4,10,17,000
	TOTAL	18,76,49,922	7,49,09,817	19,10,48,804	5,31,46,591

15.1 Secured Term Loan from Banks referred above are secured by way of hypothecation of Motor Cars and Land and Structure which is in Bangalore for Warehouse

15.2 Secured Term loan from Other Financial Institute referred above is secured by office premises located at,

Unit No. 504, 5th Floor, The Crescent Business Park, Andheri Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072.

11 Flats at Bangalore

Unit No. 609 & 610 of The Avenue, Andheri, Mumbai.

	15.3 Maturity Profile of Term Loan is set out below :	Upto 6Months	More Than 6months andupto 1 Years	More Than 1Year and upto5 Years	More Than5 Years andupto 10 Years	More Than10 Years
	Secured Term Loan From Banks	16,90,219	32,83,558	7,93,45,600	1,34,20,332	-
	Secured Term Loan From Other Financial Institutions	6,32,522	6,67,518	68,60,908	1,40,02,574	2,48,80,508
				As at31.03.2021	`	As at31.03.2020`
16	OTHER FINANCIAL LIABILITIES
	Deposits*			3,07,85,634		3,33,33,295
	TOTAL			3,07,85,634		3,33,33,295
	* Deposits includes deposits from Customers, Franchisees and others.
				As at31.03.2021		As at31.03.2020
					`	`
17	DEFERRED TAX LIABILITY ( NET )
	Deferred Tax Liability
	Related to Fixed Assets			2,30,06,564		2,07,41,487
	TOTAL			2,30,06,564		2,07,41,487
				As at		As at
				31.03.2021		31.03.2020
					`	`
18	BORROWINGS
	Secured - Loans repayable on demand
	Working Capital Loans From Banks			35,06,75,062		36,61,68,629
	Unsecured
	Loans From Other			50,44,075		-
	TOTAL			35,57,19,137		36,61,68,629

18.1 Working Capital Loans From Banks :

Secured by :

Pari Passu Hypothecation charges on all the present & future book debts (upto 120 Days) and movable assets except those as statutorily earmarked and those acquired under hire purchase agreement.

• Collateral Security -
• Equitable Mortgage of following properties owned situated at Mumbai and Thane.
• 1. Basement, Ground, First, Second, Fifth and Sixth Floor of Patel House, Santacruz, Mumbai.
• 1. Unit No. 601 to 608 & 611 of The Avenue, Andheri, Mumbai.
• 1. Office No. 101 to 105 of Parijat Garden Commercial Complex, Thane.
• 1. Shop No. F/3/008/Ground Floor of EFF Jumbo CHS Ltd, Andheri, Mumbai.
• 1. Unit No. 31, Ground Floor of Adarsh Industrial Estate, Andheri, Mumbai.

1. Unit No. 307,308,309 & 310 in 3rd Floor, Vinayak Arcade, Survey No. 46/1 + 3C/4252 at Akurdi Village, Taluka Haveli, Pune.

		As at	As at
		31.03.2021	31.03.2020
		`	`
19	TRADE PAYABLES
	Others	1,83,37,050	15,24,96,820
	TOTAL	1,83,37,050	15,24,96,820

19.1 The Company has not received any intimation from its outstanding vendors regarding their status under Micro, Small and Medium Enterprises Development Act, 2006, till 26th May, 2021 and hence the disclosure, if any under the said Act has not been made.

		As at	As at
		31.03.2021	31.03.2020
		`	`
20	OTHER FINANCIAL LIABILITIES
	Current Maturities of Public Deposits	6,74,95,000	3,78,84,000
	Current Maturities of Term Loan Liabilities	62,73,817	1,21,29,591
	Interest Accrued but not due on Public Deposits	66,54,724	65,96,348
	Unclaimed Dividend	27,26,051	30,41,643
	Application Money Received For Allotment Of Securities And Due For Refund	2,47,970	-
	Unclaimed Matured Deposits and Interest Accrued thereon	28,66,154	44,21,036
	Creditors for Capital Expenditure	5,85,280	36,14,195
	TOTAL	8,68,48,996	6,76,86,813
		As at	As at
		31.03.2021	31.03.2020
		`	`
21	OTHER CURRENT LIABILITIES
	Staff Advance	44,49,789	-
	Statutory Liabilities	92,85,927	85,58,364
	Staff Liabilities	1,12,09,346	58,57,029
	Overdrawn Balance in Current Account with Bank	-	53,487
	Liabilities for claims	23,22,897	23,22,896
	Other Payables*	35,41,694	30,93,770
	TOTAL	3,08,09,653	1,98,85,546
	* Includes Agency payables, etc.
		As at	As at
		31.03.2021	31.03.2020
		`	`
22	PROVISIONS
	Provisions for Leave Encashment	36,56,573	48,67,932
	Provisions for Gratuity	(39,923)	73,19,421
	TOTAL	36,16,650	1,21,87,353

<br>23REVENUE FROM OPERATIONSSale of ServicesFreight3,07,20,00029,09,21,076Co Loading and Cargo Income2,04,48,07,1292,83,72,48,530Commission4,69,65,61633,98,92,443Other Operating Income-60,30,674TOTAL2,12,24,92,7453,47,40,92,723For the Year EndedFor the Year Ended31.03.202131.03.2020<br>24OTHER INCOMEInterest Income1,48,90,77399,59,260Dividend Income16,33,21650,47,374Other Non Operating Income3,40,12,4804,96,49,159TOTAL5,05,36,4696,46,55,793For the Year EndedFor the Year Ended31.03.202131.03.2020<br>25OPERATING COSTTruck Hire Charges-12,18,36,902Truck Operational Expenses-2,08,50,847Truck Repairs and Maintainance Expenses-50,49,268Diesel, Oil and Grease-3,26,01,732Taxes and Permits2,00,38923,38,869Sundry Airport Expenses22,51,7011,75,80,200Line Haul Transportation Expenses1,38,82,8203,98,84,205Cargo Freight Charges1,77,76,42,8302,56,78,80,221Handling Charges9,18,51,09422,59,16,103Packing Materials Expenses2,59,4006,00,405Miscellaneous Operating Expenses1,26,44,7633,37,90,032Insurance-21,62,929Agency Commission-1,11,74,556Claims for Loss of Goods (Net of Recoveries)-17,68,000Less : Transfer from Contingency Reserve-(17,68,000)TOTAL1,89,87,32,9973,08,16,66,269For the Year EndedFor the Year Ended31.03.202131.03.2020<br>26EMPLOYEE BENEFITS EXPENSESalaries and Wages10,23,44,92016,04,72,793Contribution to Provident and Other Funds95,59,2061,42,47,642Staff Welfare Expenses14,88,1091,32,63,433TOTAL11,33,92,23518,79,83,868		For the Year Ended31.03.2021	For the Year Ended31.03.2020

26.1 Defined obligations - Disclosures as per Indian Accounting Standard 19 are as under,

		Gratuity	Leave
	2020 - 21	2019 - 20	2020 - 21	2019 - 20
(A) Reconciliation of changes in present value of obligations	`	`	`	`
At the beginning of the year	4,21,95,036	6,28,65,654	88,17,854	1,56,81,723
Transfer of Balance on Sale of Business Unit	-	-	-	(81,38,215)
Current service cost	23,77,664	42,36,941	8,57,746	6,31,105
Interest Cost	30,59,140	47,14,924	6,17,250	5,65,763
Actuarial ( Gain ) / Loss	(5,70,029)	(20,43,082)	16,29,415	56,29,526
Benefits paid	(89,70,875)	(2,75,79,401)	(37,96,208)	(55,52,048)
At the closing of the year	3,80,90,936	4,21,95,036	81,26,057	88,17,854
(B) Reconciliation of changes in fair value of plan assets
At the beginning of the year	3,18,75,615	2,41,43,490	39,49,922	1,27,89,197
Transfer of Balance on Sale of Business Unit	-	-	-	(82,38,835)
Expected return on plan assets	27,31,616	13,44,257	3,25,574	2,28,695
Contributions	1,24,94,503	3,39,67,269	39,90,196	47,22,913
Benefits paid	(89,70,875)	(2,75,79,401)	(37,96,208)	(55,52,048)
Actuarial ( Gain ) / Loss	-	-	-	-
At the closing of the year	3,81,30,859	3,18,75,615	44,69,484	39,49,922
(C) Reconciliation of fair value of plan assets
At the beginning of the year	3,18,75,615	2,41,43,490	39,49,922	1,27,89,197
Transfer of Balance on Sale of Business Unit	-	-	-	(82,38,835)
Actual return on plan assets	27,31,616	13,44,257	3,25,574	2,28,695
Contributions	1,24,94,503	3,39,67,269	39,90,196	47,22,913
Benefits paid	(89,70,875)	(2,75,79,401)	(37,96,208)	(55,52,048)
At the closing of the year	3,81,30,859	3,18,75,615	44,69,484	39,49,922
Funded Status		39,923 (1,03,19,421)	(36,56,573)	(48,67,932)
Excess of actual over estimated return on plan assets	-	-	-	-
( Actual rate of return = Estimated rate of return as ARD falls on 31st March )
(D) Actuarial Gain / Loss recognized
Actuarial ( gain ) / loss on obligations	5,70,029	20,43,082	(16,29,415)	(56,29,526)
Actuarial ( gain ) / loss for the year - Plan Assets	-	-	-	-
Actuarial ( gain ) / loss on obligations	(5,70,029)	(20,43,082)	16,29,415	56,29,526
Actuarial ( gain ) / loss recognized in the year	(5,70,029)	(20,43,082)	16,29,415	56,29,526
(E) The amount to be recognized in the Balance Sheet and Statement of Profit and Loss
Present value of obligations as at the end of year	3,80,90,936	4,21,95,036	81,26,057	88,17,854
Fair value of plan assets as at the end of year	3,81,30,859	3,18,75,615	44,69,484	39,49,922
Funded Status		39,923 (1,03,19,421)	(36,56,573)	(48,67,932)
Net assets / ( liability ) recognized in Balance Sheet		39,923 (1,03,19,421)	(36,56,573)	(48,67,932)
(F) Expenses recognised in statement of Profit and Loss
Current Service Cost	23,77,664	42,36,941	8,57,746	6,31,105
Interest Cost	30,59,140	47,14,924	6,17,250	5,65,763
Expected return on plan assets	(27,31,616)	(13,44,257)	(3,25,574)	(2,28,695)
Net Actuarial ( gain ) / loss recognised in the year	(5,70,029)	(20,43,082)	16,29,415	56,29,526
Expenses recognised in Statement of Profit and Loss	21,35,159	55,64,526	27,78,836	65,97,699

		For the Year Ended31.03.2021	For the Year Ended31.03.2020
27	FINANCE COSTS	`	`
	Interest Expense	6,98,26,358	6,95,90,251
	Other Borrowing Costs	60,52,465	42,99,816
	TOTAL	7,58,78,823	7,38,90,067
		For the Year Ended31.03.2021	For the Year Ended31.03.2020
28	OTHER EXPENSES	`	`
	Electricity Charges	19,98,673	54,36,111
	Rent	68,28,305	1,70,28,512
	Repair to Buildings	14,56,905	16,83,126
	Insurance	16,78,229	19,86,784
	Printing and Stationery	17,25,398	50,91,389
	Postage and Telegram, Internet charges	1,35,427	17,84,953
	Conveyance and Travelling	22,89,880	1,22,17,497
	Telephone and Telex	19,26,941	35,38,457
	Rate and Taxes	7,24,401	8,70,144
	Legal and Professional Fees	2,34,24,543	2,40,15,329
	Auditors' Remuneration (Refer Note No. 31)	19,30,000	19,30,000
	Advertisement, Publicity and Business Promotion	4,22,857	40,22,194
	Directors' Sitting Fees	9,47,500	13,35,000
	Corporate Social Responsibility Expenditure (Refer Note No. 32)	2,99,520	9,87,667
	Miscellaneous Expenses	1,29,70,823	4,15,77,249
	Bad Debts Written Off	12,28,38,167	11,57,50,725
	Less : Transfer from Contingency Reserve	(12,28,38,167)	(11,57,50,725)
	TOTAL	5,87,59,402	12,35,04,412
		For the Year Ended31.03.2021`	For the Year Ended31.03.2020`
29	EXCEPTIONAL ITEMS
	Gain on sale of Roadways Business (Refer Note No. 44)	-	12,74,20,426
	Loss on sale of Trucks	-	(3,16,92,035)
	TOTAL	-	9,57,28,391
30	EARNINGS PER SHARE ( EPS )	2020-21	2019-20
	A) Net Profit After Tax for the year	5,49,435	10,74,06,119
	B) Calculation of Weighted Average Number of Equity Share of ` 10 each
	I)Number of shares at the beginning of the year	1,65,35,923	1,65,35,923
	ii)Total number of shares outstanding at the end of the year	2,60,35,923	1,65,35,923
	iii) Weighted Average Number of Equity Shares outstanding during the year	1,67,96,197	1,65,35,923
	C) Basic Earning per share ( in ` )	0.03	6.50
	D) Diluted Earning per share ( in ` )	0.03	6.50
	E) Nominal Value of Shares	10.00	10.00

31. Payment to Auditors :

Particulars	For the Year2020 – 21`	For the Year2019 – 20`
Audit Fees	12,40,000	12,40,000
Tax Audit Fees	2,50,000	2,50,000
Certification Fees including Limited Review	3,75,000	3,75,000
Out of Pocket Expenses	65,000	65,000
Total	19,30,000	19,30,000

32. Corporate Social Responsibility Expenditure :

As required by section 135 of Companies Act, 2013 and Rules therein, a Corporate social responsibility committee has been formed by the Company. The Company has spent the following amount during the year towards corporate social responsibility (CSR) for activities listed under Schedule VII of the Companies Act, 2013.

• I. Gross amount required to be spent by the Company during the year Nil/- (Previous Year 12,62,409/-)
• II. Amount spent by the Company during the year on purpose towards corporate social responsibility (CSR) is 2,99,520/- (Previous Year 9,87,667/-)

33. Earnings and Expenditure in Foreign Currency :

Particulars	For the Year2020 - 21`	For the Year2019 - 20`
Earnings in Foreign Currency :
Air Freight Billing and Other expenses (Net)	--	--
Total	--	--
Expenditure in Foreign Currency :
Membership and Subscription Fees	50,539	67,429
Travelling	--	3,84,208
Total	50,539	4,51,637

34. Contingent Liabilities

• i. Estimated amount of contracts remaining to be executed on capital expenditure and not provided for as on 31st March, 2021 58,21,398/- (Previous Year Nil).
• ii. Counter guarantees given to Banks against credit facilities 5,16,15,000/- (Previous Year 2,33,15,000/-).
• iii. Claims against the Company not acknowledged as debts 6,25,92,675/- (Previous Year 6,16,09,804/-).
• 35. Trade Receivable against whom the Company has filed the legal suits for recovery are being reviewed by the legal department on yearto-year basis. The Management is hopeful of recovery of these amounts. Accordingly, no provision has been made for any loss, which may occur on this account.
• 36. Classification of Trade Receivable as secured and Trade Receivable / loans and advances as unsecured considered good are as evaluated and certified by the management, which has been relied upon by the auditors.
• 37. Balances of Trade Receivables are based on acknowledgement of bills by the parties.
• 38. Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to 1,28,27,000/- (Previous Year 1,28,27,000/-) due from certain companies. Having regards to the long-term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

39. Segment Reporting :

The Company has currently one business unit based on its Air Cargo Service and has one reportable segment. The management monitors the operating results of its single business unit for the purpose of making decisions about resource allocation and performance assessment. During the previous year Company had another segment, surface transport, which had been transferred through slump sale with effect from 01st July, 2019.

During the year the Company has ventured into health and fitness industry by taking franchisee of GYM business for which operations are not started till 31.03.2021.

40. Related Party Disclosures : -

Related Parties have been classified as per Ind AS 24 as under:

A) Enterprises that directly or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the reporting enterprise.

None

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual.

Mr. Asgar S. Patel and his relatives as defined by the Act.

• C) Key Management Personnel and relatives of such personnel and his relatives as defined by the Act.
  • Mr. Areef Patel (Till 29.07.2019)
  • Mr. Syed K. Husain (Till 02.02.2021)
  • Mr. Mahesh Fogla (Till 19.10.2020)
  • Mr. Nitin Akolkar (Till 30.10.2020)
  • Mr. Hari Nair (w.e.f. 12.02.2021)
  • Ms. Jasmin Lalla (w.e.f. 11.02.2021)
  • Mr. Deepak Keni (w.e.f. 30.10.2020)
  • Ms. Sweta Parekh (w.e.f. 02.11.2020)
• D) Enterprises over which any person described in (A) or (B) is able to exercise significant influence
  • a) Wall Street Securities & Investment (India) Ltd.
  • b) Patel Real Estate Developers Pvt. Ltd.
  • c) Patel Holdings Ltd.
  • d) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.
  • e) Natasha Constructions Pvt. Ltd.
  • f) Natasha Homes Pvt. Ltd.
  • g) Natasha Construction Projects Pvt. Ltd.
  • h) A. S. Patel Trust
  • i) One Capitall Ltd. (till 03.02.2020)
  • j) Goldman (Patel Family) Beneficiaries Trust.

									(Amount in `)
Sr.	Particulars		A	B			C		D
No.		20-21	19-20	20-21	19-20	20-21	19-20	20-21	19-20
	Transactions during the year
1.	Rent Received	--	--	--	--	--	--	--	1,18,920
2.	Consultancy Fees	--	--	35,00,000	40,00,000	--	--	--	--
3.	Remuneration Paid	--	--	--	--		84,85,887 2,01,58,142	--	--
4.	Inter Corporate Deposit Taken	--	--	--	--	--	--		-- 2,00,00,000
5.	Interest on ICD Taken	--	--	--	--	--	--	--	2,33,333
6.	Inter Corporate Deposit Repaid	--	--	--	--	--		-- 2,00,00,000	--
	Balance as at
7.	Property Deposit Given
	A S Patel Trust	--	--	--	--	--			-- 1,00,00,000 1,00,00,000
8.	Consultancy Fees Payable
	Mr. A. S. Patel	--	--	46,19,583	23,26,838	--	--	--	--
9.	Remuneration Payable	--	--	--	--	5,49,769	2,14,705	--	--
10.	Inter Corporate Deposit Taken
	Natasha Construction Projects Pvt. Ltd.	--	--	--	--	--	--		-- 2,00,00,000
11.	Interest on ICD Payable
	Natasha Construction Projects Pvt. Ltd.	--	--	--	--	--	--	2,09,999	2,09,999

Above figures are excluding GST wherever applicable.

NOTES :

• i. The godown deposit is treated as property deposit pending final outcome of application filed by the Company for repossession in the Court of Additional Rent Controller , Central District, Tiz Hazari Court, New Delhi.
• ii. There are no provisions for doubtful debts or amounts written off or written back during the year for debts due from or to related parties.
• 41. Current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 34.
• 42. The impact for adoption for IND-AS 116 in the Company's financial statements is not material as the Company has not entered into a long term lease agreement and the amount of lease rent paid is not of high value. However, the management will continue to assess its impact every year and account for the same, if required, as per IND-AS 116.
• 43. Statement of Other Comprehensive Income

		(Amount in `)
Particulars	FY 2020 - 21	FY 2019 - 20
Item that will not be reclassified to Statement of Profit and Loss
Leave Encashment	45,44,608	56,09,535
Gratuity Expense	67,33,426	4,49,94,207
(Gain)/Loss on FVTOCI on Investments	(2,12,15,097)	2,54,51,252
Total	(99,37,062)	7,60,54,994

44. Slump Sale

As mentioned in Note 1A, The Company was involved in the business of Surface Transport under Patel Roadways Division. During the previous year the Company has divested its Patel Roadways Division on a going concern basis to Innovative Logistics Service Private Limited, a subsidiary of Stellar Value Chain Solutions Pvt. Ltd. by way of "slump sale", for a consideration of ` 3,400/- Lakhs with effect from 1st July, 2019.

Details of Assets and Liabilities transferred on Slump Sale were as under:

(Amount in Lakhs)

Assets	Amount	Amount
Non - Current Assets	378.95
Current Assets	2,208.34	2,587.29
Liabilities
Non - Current Liabilities	37.13
Current Liabilities	424.36	461.49
Profit on sale of Roadways Business		1,274.20
Amount Received		3,400.00

The financial results for the year ended March 31, 2020 has been prepared after giving effect to the slump sale of the Business Undertaking and in accordance with Schedule III to the Companies Act, 2013.

45. Right Issue

During the year, the Company issued 95,00,000 Equity shares @Rs 10/- per share to eligible existing shareholders. The main object of the issue was for repayment of secured loans/ unsecured loans availed by the Company and for other general corporate purposes. The issue opened on 26th February,2021 and closed on 12th March,2021 and allotment was made on 22nd March, 2021.

Proceeds from the issue have been utilised upto March,31,2021 in the following manner :

Amount in `

Particulars	Amount
Amount Received against Right Issue	9,50,00,000
Amount Utilized against Rights Share issue expenses	6,78,899
Unutilized proceeds in Bank Account	9,43,21,101

46. In view of the outbreak of COVID-19 pandemic globally and in India, the Company's business operations were temporarily disrupted. The full extent to which the pandemic will impact our future financial results will depend upon upcoming developments which are highly uncertain and severity of the pandemic. On the basis of its assessment of the impact of the outbreak of COVID-19 on carrying amounts of assets and liabilities of the entity, the Management concludes that no material adjustments are required to their carrying value. The Company continues to closely monitor the rapidly changing situation.

47. Previous year's figures are regrouped/restated wherever required.

As per our report of even date

For Hitesh Shah & Associates Chartered Accountants ( Registration No. 103716W)

HITESH SHAH Partner Membership No. 040999

Mumbai, Sweta Parekh Deepak Keni

Hari Nair Managing Director DIN-02362137

For and on behalf of the Board of Directors,

Farukh Wadia Director DIN-00097162

Dated : 26th May, 2021 Company Secretary Chief Financial Officer

85 Patel Integrated Logistics Ltd. 59th Annual Report 2020 - 2021

Notes

Notes