VRL LOGISTICS LTD .IRT, Corporate offi(e : Gtiraj Annexe Circuit House Road HUBBALLI - 580 029 Karnataka Stare Phone : 0836 2237511 Fax I 0836 2256612 email : [email protected] To, BSE timited NationalStock Exchange of lndia Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No.C/1, G-Block, Dalal gandra Street Bandra - Kurle Coftplex, lE), Mumbai-400001 Mumbai-400 051 Scrip code:539118 Scrip code: VRI,LOG DearSir/Madam, Sub: Annual General Meeting (AGM) - Annual Report for F.y. 2O2O-21, Notice ot the 3gb Annual General Meeting and intimation of Record Date AnnualReport 2O2O-21and Notice or 38rh AGM: ln accordance with Regulations 30 & 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we wish to inform you that the 38rh Annual General Meeting of the Company would be held on Saturday, 7th August 2021 at 4:OO p.m. at the Registered Offi€e situated at RS No.3S1/1 Varur, Post Chabbi, Taluk Hubballi, District Dharwad, Hubballi - S81 207 (18th KM, NH-4, Bengaluru Road, Varur), Karnataka. We enclose herewith the Annual Report for F.y. 2020-21 alongwith Noti€e of the 38rh Annual General Meeting. The said Annual Report alongwith the Notice, proxy form, Attendance Slip and E-Voting instructions is also available on the Company's Website: www.vrlproup.rn Record Date: ln accordance with Regulation 42 of SEBI (tisting Obligations and Disclosure Requirements) Regulations, 2015, Company has fixed Saturday, 31'r July 2021 as the record date for determining the eligible shareholders for receipt of final dividend for the financial year ended 31'r March 2021. LJpon its approval at the AGM,the payment ofthe said dividend would be made on or before 27th Aueust 2021. You are requested to kindly take note ofthe same. Thanking Yours faithfully For VRL LOGIS LIMITED tU ANIRUDDHA PHADNAVIS COMPANY SECRETARY AND COMPI-IANCE OFFICER Date:10.07.2021 Place: Hubballi Corporate Ofti<e: GirirajAnnexe Circuit House Road HUBBALLI-580029 Karnataka Phone: 0836 2237511 Fax :08362256612 e-mail : [email protected] Customer Care : HUBBALLI O 0836 - 2307800 e-mail : (ustomercare@vlllogisti(s.(om Website: www.vrllogi5ti(s.<om CIN: L602loKA 1 983P1C005247 GSTIN (KAR) :29AABCV36O9C1ZJ CONTENTS Company Information .............................................................01 Chairman’s Message ..............................................................02 Notice ......................................................................................04 Directors’ Report .....................................................................29 Management Discussion And Analysis ..................................62 Business Responsibility Report ..............................................70 Report on Corporate Governance ..........................................78 Independent Auditor’s Report ..............................................107 Financial Statements.............................................................118 DISCLAIMER This Annual Report may contain certain forward looking statements about the Company. Although the Company believes its expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. These forward looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those in such statements, many of which are beyond the control of the Company including, among other things, changes in general economic conditions, exchange rate fluctuations, fuel price fluctuations, the impact of business conditions in the Indian market, including those related to competition, price controls and price reductions, exposure to environmental liability, regulatory requirements, pandemic and the like. VRL Logistics Limited COMPANY INFORMATION BOARD OF DIRECTORS Dr. Vijay Sankeshwar Mr. Anand Sankeshwar Mr. K N Umesh Chairman and Managing Director Managing Director Executive Director Mr. L R Bhat Dr. Prabhakar Kore Mr. Gurudas Narekuli Executive Director Independent Director Independent Director Mrs. Medha Pawar Mrs. Smriti Bellad Dr. Anand Pandurangi Independent Director Independent Director Independent Director Mr. Shankarasa Ladwa Dr. Raghottam Akamanchi Dr. Ashok Shettar Independent Director Non-executive Director Non-executive Director Sunil Nalavadi Aniruddha Phadnavis Chief Financial Officer Company Secretary & Compliance Officer BOARD COMMITTEES AUDIT COMMITTEE FINANCE COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE Mr. Shankarasa Ladwa - Chairman Dr. Vijay Sankeshwar - Chairman Mr. Shankarasa Ladwa - Chairman Mrs. Medha Pawar Mr. Anand Sankeshwar Dr. Raghottam Akamanchi Mr. Gurudas Narekuli Dr. Raghottam Akamanchi Mrs. Medha Pawar NOMINATION & REMUNERATION COMMITTEE CSR COMMITTEE ADMINISTRATION COMMITTEE Mr. Shankarasa Ladwa - Chairman Dr. Vijay Sankeshwar - Chairman Dr. Vijay Sankeshwar - Chairman Dr. Anand Pandurangi Dr. Prabhakar Kore Mr. Anand Sankeshwar Dr. Ashok Shettar Mr. Anand Sankeshwar Mrs. Medha Pawar Mrs. Medha Pawar Mrs. Medha Pawar Dr. Raghottam Akamanchi Dr. Raghottam Akamanchi RISK MANAGEMENT COMMITTEE BUY-BACK COMMITTEE Dr. Vijay Sankeshwar - Chairman Dr. Vijay Sankeshwar - Chairman Mr. Shankarasa Ladwa Mr. Anand Sankeshwar Mr. K N Umesh Mr. L R Bhat Mr. L R Bhat Mr. Sunil Nalavadi Mr. Sunil Nalavadi Mr. Aniruddha Phadnavis Mr. Raghavendra Malgi - Vice President (Accounts) REGISTERED OFFICE STATUTORY AUDITORS SVC Co-Operative Bank Ltd. RS. No.351 /1, Varur, post Chabbi, M/s Kalyaniwalla & Mistry, LLP Saraswat Co-operative Bank Ltd. Taluk Hubballi, District Dharwad, Chartered Accountants ICICI Bank Ltd. Hubballi - 581 207, Karnataka Mumbai Kotak Mahindra Bank Ltd. Phone: 0836-2237613, Axis Bank Ltd. Fax: 0836-2237614 COST AUDITOR The Federal Bank Ltd. E-mail: [email protected] M/s S K Tikare & Co, Website: www.vrlgroup.in Cost Accountants, Belgaum LEGAL ADVISOR Mr. R B Gadagkar Advocate CORPORATE OFFICE SECRETARIAL AUDITOR Giriraj Annexe, Circuit House Road Mr. R Parthasarathi Hubballi - 580 029, Company Secretary Karnataka Bengaluru Phone: 0836-2237511 Fax: 0836-2256612 REGISTRAR & TRANSFER AGENTS E-mail: [email protected] Kfin Technologies Private Limited. Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 BANKERS 1 38th Annual Report 2020-21 VRL Logistics Limited CHAIRMAN’S MESSAGE Dear Members, I present to you the Company’s Annual Report for the fiscal 2020-21. This financial year was an aberration in terms of financial performance but did provide glimpses of things to come. The nationwide lockdown took everyone by surprise and no one was prepared to plan for enduring it. We announced very dismal financial performance for the first quarter with operational losses before tax to the tune of over Rs.83 crores. It was however very heartening to see the Company bounce back in the latter part of the year. Not only did we wipe out the initial reported loss but also posted decent profits led by the gradual recovery and eventual surge in the freight volumes which our team could capture. I feel sad at the overall vulnerability seen in the pandemic era which saw a lot of loss of life and several employees and their family members were also affected and I offer my deepest condolences on their suffering. Covid-19 has taught us some important lessons though, be it in terms of health or business preparation. A lot of marginal and small surface transport businesses succumbed to the brunt of the pandemic leading to increased demand for stronger and organized players such as your Company. Our entire team at VRL was ready to meet the challenges posed and remained alert to new business opportunities coming our way. Coming to the present day scenario, the situation is no different. Just like the year gone by, the first quarter of the current financial year 2021-22 would definitely be adverse for one and all as the current regime of State imposed lockdowns has affected the manufacturing operations across the country and also restricted freight volumes. We however are much better prepared this time and would not be as much affected when compared with the previous year. I have alerted the entire Logistics team to be prepared to take on the freight volumes once the markets gradually open up and seize opportunities to generate higher business volume. In terms of financial performance during the year 2020-21, your Company recorded overall revenues of Rs.1775 crores which was no mean task given the challenges posed. The latter half of the year ushered in a very satisfying financial performance and the Company ended the year with very good cash profits. Given the same, we decided to undertake the second Open Market Buyback of equity shares in the Company’s history and completed the same in the last quarter of the year. Lesser profits recorded in the books apart, given the cash accruals and no committed capex, we have also decided to reward the shareholders with a decent dividend and have recommended final dividend of Rs.4/- per equity share for the approval of the members. Our Bus operations were severely affected during the year. Operations were fully shut during the initial few months of the financial year and the subsequent resumption also saw lower occupancy rates as also lower demand where the fleet could not be meaningfully deployed. The ‘work from home’ and ‘remain at home’ culture persisted throughout the year and I expect this to see normal