You are here » Home » Companies » Company Overview » Shahi Shipping Ltd

Shahi Shipping Ltd.

BSE: 526508 Sector: Infrastructure
NSE: N.A. ISIN Code: INE825D01016
BSE LIVE 14:23 | 21 Aug 8.90 0.40
(4.71%)
OPEN

8.50

HIGH

8.90

LOW

8.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.50
PREVIOUS CLOSE 8.50
VOLUME 301
52-Week high 13.68
52-Week low 7.85
P/E 22.82
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.90
Sell Qty 49.00
OPEN 8.50
CLOSE 8.50
VOLUME 301
52-Week high 13.68
52-Week low 7.85
P/E 22.82
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.90
Sell Qty 49.00

Shahi Shipping Ltd. (SHAHISHIPPING) - Director Report

Company director report

To

The Members

Shahi Shipping Limited

Your Directors are pleased to present herewith the 26th Annual Report ofShahi Shipping Limited (the "Company") along with the Audited FinancialStatements for the financial year ended March 31 2016.

1. FINANCIAL RESULTS

(Rs. In Lacs)
Particulars 2015-2016 2014-2015
Profit Before Interest Depreciation Exceptional Items & Tax 215 260
Less: Interest and Finance Charges 149 244
Less: Provision for Depreciation 294 390
Profit/(Loss) before Tax (228) (374)
Less: Exceptional Items 201
Profit/(Loss) before Tax after Exceptional Items (429) (374)
Less: Provision for Taxation:
Current Tax - 2
Taxation of Earlier years (1)

-

Deferred Tax Credit 178 32
Profit/(Loss) After Tax (252) (344)

2. DIVIDEND

On account of losses incurred during the year under review your board does notrecommend any dividend.

3. COMPANY'S PERFORMANCE

During the year under review income from operations was Rs. 14.59 Crore as against Rs.18.44 Crore in the previous year. The decline in income from operations was about 20.88%as compared to the previous year. Through cost control measures during the year underreview company could able to reduce its finance cost to Rs. 1.49 Crores from Rs. 2.44Crores as compared to previous year. Your board has continued with its task to rebuildcompany's business with cost control measures to attain its long term goals bycapitalizing company's 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 have 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 appropriate composition pursuant to the provisionsof Companies Act 2013 read with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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 12th March 2016performance 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

11. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the Financial year 2015-2016 five (05) 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 Directors consist of monthly salaryallowances perquisites bonus commission and other allowable retirement benefits. As perthe Policy the remuneration/compensation to Managing Director and Whole Time Directorsshall be recommended by the Nomination and Remuneration Committee to the Board for itsapproval.

In respect of key managerial personnel and senior management the remuneration willconsist of fixed pay and incentive pay. The Fixed pay shall include monthly remunerationemployer's contribution to Provident Fund contribution to pension fund pension schemesetc. as decided from to time and the incentive pay shall be decided based on the balancebetween performance of the Company and performance of the Key Managerial Personnel andSenior Management.

The Nomination and Remuneration Policy is available on the Company's 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 in Annexure- 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 tocomposition of audit committee are included in the Corporate Governance Report whichforms part of this report. All the recommendations made by the Audit Committee during theyear were accepted by the Board of Directors of the Company.

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.

19. AUDITORS

M/s. N. D. Heda & Co Chartered Accountants Mumbai (Firm Registration No.103604W)was appointed as the Statutory Auditors of the Company for a term of two consecutive yearscommencing from the conclusion of the 25th Annual General Meeting of the Company till theconclusion of the 27th Annual General Meeting subject to ratification by theMembers at every Annual General Meeting. Necessary resolution for ratification ofappointment of the Auditors is set out in the notice of Annual General Meeting for seekingmember's approval. The Members' are requested to approve the same.

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 of internalfinancial controls with reference to the financial statement. Your board has taken duenote of such observation and would be taking steps towards strengthening of controlriders desirable to your company and its business. Your board would like to roll out oneffective financial control system to facilitate smooth and efficient functioning of theactivities of business paving way for compliance of internal control norms stated in theguidance note on ‘Audit of Internal Financial Controls over Financial Reporting'issued by the Institute of Chartered Accountants of India.

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 which yourboard would like to clarify that;

1. The Company is in process of Appointment of a Whole Time Company Secretary asrequired under section 203(1) (ii) of the Companies Act 2013.

2. The Company is in process of Appointment of a Whole Time Company Secretary who shallbe Compliance Officer as required regulation 6(1) of the SEBI (Listing Obligations anddisclosure Requirements) Regulations 2015/ Clause 47(a) of the Listing Agreement.

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 regulation 23of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2 inthat 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 Empoyees of the Company in terms of remunration 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 Rs. 10200000/-per annum or Rs. 850000/- per month the ceiling limits prescribed under the 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 Company's 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 Report and Corporate Governance Report together with Auditors' Certificatethereon form part of this Report and annexed separately.

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 Company's code of conduct and ethicspolicy. The Vigil Mechanism/Whistle Blower Policy is available on the Company's websitewww.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. Accordingly theunclaimed dividend in respect of financial year 2006-07 was transferred to the IEPF inJuly 2015 and the unclaimed dividend in respect of financial year 2007-08 was transferredto the IEPF in October 2015.

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 outgo are given below.

(a) Foreign Exchange earned Rs. 356349/-
(b) Foreign Exchange outgo Rs. 555219/-

33. LISTING WITH STOCK EXCHANGES:

Your Company confirms that it has paid the Annual Listing Fees for the year 2015-2016to BSE Limited the stock exchange where the Company's 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 Company's 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.

36. ACKNOWLEDGEMENT

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 V. I. Shivaraman
Chairman and Managing Director Director
DIN: 00359535 DIN: 07165080
Date: 13th August 2016
Place: Mumbai