Shahi Shipping Limited
Your Directors are pleased to present herewith the 27th Annual Report ofShahi Shipping Limited (the "Company") along with the Audited FinancialStatements for the financial year ended March 312017.
1. FINANCIAL STATEMENT
( Rs. In Lacs)
|Particulars ||2016-2017 ||2015-2016 |
|Profit Before Interest Depreciation Exceptional Items & Tax ||332 ||215 |
|Less: Interest and Finance Charges ||121 ||149 |
|Less: Provision for Depreciation ||210 ||294 |
|Profit/(Loss) before Tax ||1 ||(228) |
|Less: Exceptional Items ||- ||201 |
|Profit/(Loss) before Tax after Exceptional Items ||1 ||(429) |
|Less: Provision for Taxation: || || |
|Current Tax ||- ||- |
|Taxation of Earlier years ||1 ||(1) |
|Deferred Tax ||(57) ||178 |
|Profit/(Loss) After Tax ||(55) ||(252) |
On account of losses incurred during the year under review your board does notrecommend any dividend.
3. COMPANYS PERFORMANCE
During the year under review income from operations was Rs. 19.11 Crore as against Rs.14.59 Crore in the previous year. The income from operations was increased about 31% ascompared to the previous year. Through continuous cost control measures during the yearunder review company could able to reduce its finance cost to Rs. 1.21 Crores from Rs.1.48 Crores as compared to previous year. Your board has continued with its task torebuild companys business with cost control measures to attain its long term goalsby capitalizing companys intrinsic strength like brand quality of service customerrelationship through streamlining existing operations.
4. AMOUNT TRANSFERRED TO RESERVE
On account of losses incurred during the year under review your directors do notrecommended to transfer any amount to reserves.
5. HUMAN RESOURCE DEVELOPMENT
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
6. SUBSIDIARY COMPANIES
The Company has two subsidiaries namely SKS waterways Ltd. & Royal Logistics(Ship) Ltd. which have not commenced their operations. Hence the consolidated financialstatement of the Shahi Shipping Limited and its subsidiaries SKS waterways Ltd RoyalLogistics (Ship) Ltd has not been prepared.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act 2013 the board of directors tothe best of their knowledge and ability confirm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal controls to be followed by the Company and suchinternal controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board and its Committees have most appropriate composition pursuant to theprovisions of Companies Act 2013 read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Board of Directors at their meeting held on 30th May 2017 re-appointed Mr.Sarvesh Kumar Shahi as Managing Director for a period of (3) three years with effect from1st April 2017 subject to approval of members in the ensuing annual general meeting.Keeping in view his experience and expertise a resolution is proposed in the noticeconvening Annual General Meeting for the re-appointment of Mr. Sarvesh Kumar Shahi asManaging Director on terms & conditions detailed in the resolution.
Mr. Chandresh Kumar Mishra were appointed as an additional Independent director of theCompany w.e.f. 14th November 2016 who will holds the office upto the date of ensuingAnnual General Meeting and who have offered themselves for appointment. Ms. Lavina ChaturKripalani has resigned as an independent director w.e.f. 9th August 2016.
The Company has received declarations from Mr. Chandresh Kumar Mishra IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under Section 149(6) of the Companies Act 2013 read with SEBI (ListingObligation & Disclosure Requirements) Regulations 2015. The resolutions seekingapproval of the Members for the appointment of Mr. Chandresh Kumar Mishra for a period of(5) five years have been incorporated in the notice of the forthcoming annual generalmeeting of the Company along with brief details about him.
During the period the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
The Board of Directors through resolution passed by circulation on September 1 2016has appointed Mr. Nungavaram Vaidyanathan Agandeswaran (Membership No. A7966) as WholeTime Company Secretary & Compliance Officer of the Company.
9. BOARD EVALUATION
The Nomination and Remuneration Committee has defined evaluation criteria for theperformance evaluation of the Board its Committees and individual director(s).
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the board of directors has carried out anannual evaluation of its own performance Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning advisory role andcontribution in the decision making etc.
At the separate meeting of independent directors held on 21st March 2017performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated objectively taking into account the views ofexecutive directors and non-executive directors.
10. INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performanceevaluation of Independent Directors.
(iii) Details of familiarization Programme
The details of programme for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the www.shahilogistics.com
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the Financial year 2016-2017 four (04) Board Meetings and four (04) AuditCommittee Meetings were convened and held. The details of meetings held are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted the policy for selection and appointment of Directors Key ManagerialPersonnel senior management and their remuneration. The policy lays down criteria forselection of directors key managerial personnel and senior management likequalification requisite expertise relevant experience and integrity of the directorsetc. The remuneration policy lays down the entitlements of remuneration to non-executivedirectors such as sitting fees and such other remuneration as permissible under theprovisions of Companies Act 2013.
Remuneration to Managing Director and Whole-Time Director(s) consists of monthlysalary allowances perquisites bonus commission and other allowable retirementbenefits. As per the Policy the remuneration/compensation to Managing Director /WholeTime Director/Key Managerial Personnel shall be recommended by the Nomination andRemuneration Committee to the Board for its approval.
In respect of key managerial personnel and senior management the remuneration willconsist of fixed pay and incentive pay. The fixed pay shall include monthly remunerationemployers contribution to Provident Fund contribution to pension fund pensionschemes etc. as decided from to time and the incentive pay shall be decided based on thebalance between performance of the Company and performance of the Key Managerial Personneland Senior Management.
The Nomination and Remuneration Policy is available on the Companys websitewww.shahilogistics.com
13. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
In view of board the Company has adequate Internal Control commensurate with the sizeand nature of its operations. Further based on observations of the Statutory Auditors onthe internal financial control with reference to the financial statement the necessarysteps have been taken to establish the same.
14. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the extract of annual return is given inAnnexure - I in the prescribed Form MGT-9 which forms part of this report.
15. DETAILS OF COMMITTEES OF THE BOARD
At present the Board has three committees namely the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. The Composition ofvarious committees is as per the applicable provisions of the Companies Act 2013 alongwith the Rules and Securities Exchange Board of India (Listing obligations &Disclosure Requirements) Regulations 2015. The brief details of various committees termsof reference is provided separately in the Corporate Governance report.
16. AUDIT COMMITTEE
Audit Committee of the Board has been constituted as per Section 177 of the CompaniesAct 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 andread with Regulation 18 of the Listing Regulations
2015. The details pertaining to composition of audit committee are included in theCorporate Governance Report which forms part of this report. All the recommendations madeby the Audit Committee during the year were accepted by the Board of Directors of theCompany.
17. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted as per section 178 (5) ofthe Companies Act 2013 read with Regulation 20 of the Listing Regulations 2015. TheStakeholders Relationship Committee shall consider and resolve the grievances of thesecurity holders of the company including complaints related to transfer of sharesnon-receipt of balance sheet and non-receipt of dividend etc. The details pertaining tocomposition of Stakeholders Relationship committee are included in the CorporateGovernance Report which forms part of this report.
18. NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee of the Board has been constituted as per Section178 of the Companies Act 2013 and rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014 and read with Regulation 19 of the Listing Regulations 2015. Thedetails pertaining to composition of Nomination and Remuneration Committee terms ofreference and other particulars are included in the Corporate Governance Report whichforms part of this report.
In accordance with the provisions of Section 139 of the Companies Act 2013 thepresent Statutory Auditors M/s. N. D. Heda & Co Chartered Accountants Mumbai (FirmRegistration No.103604W) have completed their term as stipulated under Section 139 of theCompanies Act 2013 and therefore shall vacate office at the Conclusion of the forthcoming27th Annual General Meeting.
The Company is proposing to appoint M/s. B. P. Shah & Co. Chartered AccountantsMumbai (Firm Registration No. 109517W) as Statutory Auditors for a period of 5 yearscommencing from the conclusion of 27th Annual General Meeting till theconclusion of 32nd Annual General Meeting. M/s. B. P. Shah & Co. haveconsented their appointment and confirmed that their appointment if made would be withinthe limits mentioned under Section 141(3) (g) of the Companies Act 2013 and relevantRules framed thereunder.
The Audit Committee and the Board of Directors at their respective meetings recommendthe appointment M/s. B. P. Shah & Co. Chartered Accountants Mumbai (FirmRegistration No. 109517W) as Statutory Auditors for a period of 5 years commencing fromthe 27th Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting.
The Board of Directors wish to place on record its sincere appreciation for theinvaluable contribution of M/s. N. D. Heda & Co Chartered Accountants during theirtenure as Statutory Auditors of the Company.
20. AUDITORS REPORT
Notes to Accounts and Auditors remarks in their report are self-explanatory.
The Statutory Auditors Report do contains disclaimer in matter of adequacy ofinternal financial controls with reference to the financial statement. Your board havetake due note of such observation and would be taking steps towards strengthening ofcontrol riders desirable to your company and its business. Your board would like to rollout on effective financial control system to facilitate smooth and efficient functioningof the activities of business paving way for compliance of internal control norms statedin the guidance note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India.
Your board has appointed M/s. Wandrekar & Co Chartered Accountants as InternalAuditor to strengthen internal audit as well as an internal control system. Your boardconstantly devising ways and means to strengthen internal financial controls withreference to the financial statement.
21. INTERNAL AUDITOR:
The Company has appointed M/s. Wandrekar & Co. Chartered Accountants Mumbai as anInternal Auditor of the Company for the three financial years covering period FY 2015-16to 2017-18 to undertake Internal Audit of the financial affairs of the Company andmatters connected therewith and report to Audit Committee of the Board the StatutoryAuditor on the relevant matters.
22. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. Neville Daroga& Associates Practicing Company Secretary have been appointed as Secretarial Auditorsof the Company. The report of the Secretarial Auditors is enclosed as Annexure - II tothis report.
The Secretarial Auditors Report do contains qualification in respect of whichyour board would like to clarify that; 1. The Company has appointed a Whole Time CompanySecretary on 1st September 2016 as required under section 203(1)(ii) of theCompanies Act 2013.
2. The Company has appointed Whole Time Company Secretary as Compliance Officer on 1stSeptember 2016 as required under regulation 6(1) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
3. The promoters will take effective steps for converting their physical sharing indemat form as required under SEBI regulations.
23. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.
24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
There were no Related Party Transactions (RPTs) entered into by the Company during thefinancial year which attracted the provisions of section 188 of the Companies Act 2013.There being no material related party transactions as defined under regulation23 of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2in that regard.
25. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and a statement showing the names andother particulars of the top ten employees of the Company in terms of remuneration drawnpursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure-III to this Report.
In terms of the provision of Section 197(12) of the Companies Act 2013 read with rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of the every employeedrawing remuneration in excess of the Limits set out in the said rules are not applicableto the Company as no Employees were employed during the year drawing remuneration Rs.10200000/- per annum or Rs. 850000/- per month the ceiling limits prescribed underthe said rule.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
27. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Company has complied with all the mandatory requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Management Discussion andAnalysis and Corporate Governance Report together with Auditors Certificate thereonform part of this Report and annexed separately.
As observed by Statutory Auditors with reference to Corporate Governance Audit for FY2016-17 as to an intermittent vacancy caused by resignation dated 9th August 2016 of anindependent director and effect thereof as to composition of three committees with minimumthree members till same vacancy being filled up on 14th November 2016. Your directorswould like to clarify that subsequent aforesaid refereed resignation of an independentdirector who was also member of three committees the talent search committee under ableguidance of nomination committee members have taken effects to identify right candidatefor filling up said post of an independent director.
Pursuant to Section 149 read with Clause VI of the Schedule IV of the Companies Act2013 which states that vacancy of independent director who resign or is removed from theBoard of the Company shall be replaced by new independent director within a period of notlater more than one hundred and eighty days from the date of such resignation/ removal asthe case may be. Further Pursuant to regulation 24 (6) of SEBI ( Listing Obligation andDisclosure Requirements) 2015 which mandates for replacement of vacancy caused byresignation not later than three months or next immediate next board meeting. Your boardhas filled up said vacancy in immediate practical next meeting of board of directorswhich is within 120 days the maximum gap between two board meetings.
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company pursuant to the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has framed "Vigil Mechanism" for employees includingdirectors of the Company for reporting the genuine concerns or grievances or cases ofactual or suspected fraud or violation of the Companys code of conduct and ethicspolicy. The Vigil Mechanism/Whistle Blower Policy is available on the Companyswebsite www.shahilogistics.com
29. DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. During the yearthe committee has not received any complaint of harassment.
31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Section 123 of the Companies Act 2013 the amount ofdividend not en-cashed or claimed within 7 (Seven) years from the date of its transfer tothe unpaid dividend account is required to be transferred to the Investor Education andProtection Fund ("IEPF") established by the Central Government. Shares on whichdividend remains unclaimed for seven consecutive years will be transferred to the IEPF asper section 124 of the Companies Act 2013 and the applicable rules thereunder. TheMembers advised to get their dividend encashed their dividend warrant for the period2010-2011 and 2011-2012.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required tofurnish prescribed information regarding conservation of energy and technology absorption.However this does not apply to your company as the shipping industry is not included inthe schedule to the relevant rules. The details however as regards Foreign exchangeearnings and out go are given below.
|(a) Foreign Exchange earned ||Rs. 725603/- |
|(b) Foreign Exchange outgo ||Rs. 1022550/- |
33. LISTING WITH STOCK EXCHANGES:
Your Company confirms that it has paid the Annual Listing Fees for the year 2016-2017to BSE Limited the stock exchange where the Companys shares are listed.
34. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of thefinancial year of the Company and date of this report.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year pursuant to the provisions of section 135 read with Schedule VII of theCompanies Act 2013 the company does not fall under the criteria of CSR Policy. Hence thecompany has not contributed towards CSR Activity.
Your Directors express their sincere thanks to all customers vendors investorsshareholders shipping agents bankers insurance companies consultants advisorsCentral and State Government(s) for their consistent support and encouragement to theCompany.
Your Directors also sincerely acknowledge the significant contributions made by all theemployees through their dedicated services to the Company.
|For and on behalf of the Board of Directors || |
|Sarvesh Kumar Shahi ||Hema Kiran Thakur |
|Chairman & Managing Director ||Director |
|DIN: 00359535 ||DIN: 01363454 |
|Date : July 10 2017 || |
|Place: Mumbai || |