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Seacoast Shipping Services Ltd.

BSE: 542753 Sector: Infrastructure
NSE: N.A. ISIN Code: INE277T01024
BSE 00:00 | 27 Jan 3.85 -0.09
(-2.28%)
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HIGH

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NSE 05:30 | 01 Jan Seacoast Shipping Services Ltd
OPEN 4.00
PREVIOUS CLOSE 3.94
VOLUME 1674711
52-Week high 19.15
52-Week low 2.05
P/E 10.69
Mkt Cap.(Rs cr) 130
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.00
CLOSE 3.94
VOLUME 1674711
52-Week high 19.15
52-Week low 2.05
P/E 10.69
Mkt Cap.(Rs cr) 130
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Seacoast Shipping Services Ltd. (SEACOASTSHIP) - Director Report

Company director report

To

The Members

SEACOAST SHIPPING SERVICES LIMITED

 

(Previously Known as Mahaan Impex Limited)

The Board of Directors hereby submits the 39th Annual Report of business andoperation of the Company SEACOAST SHIPPING SERVICES LIMITED along with audited financialstatement for year ended March 31 2022.

RESULT OF OUR OPERATION:

Particulars Current Year 31.03.2022 Previous Year 31.03.2021
Revenue from Operations 1278048279 2431550044
Other Income 7501 4340
Total Revenue 1278055780 2431554385
Total Expenditure ( including Change in Inventories) 1232369087 2283284839
Profit Before Tax 45686692 148269546
Less: Tax expense/ Deferred tax liability (20137374) (37314942)
Profit after Tax 25549318 110954604
Earnings Per Share 0.08 3.30

OPERATIONS OVERVIEW:

For the year ended 31st March 2022 your Company has reported total revenueand net profit after taxation of Rs. 1278055780/- and Rs. 25549318/-respectively ascompared to last year's total revenue and net profit Rs. 2431554385/- and Rs.110954604/- respectively.

DIVIDEND:

Your Directors do not recommend any dividend on equity share for the period ended 31stMarch 2022 considering the current position of the Company.

CHANGE IN THE NATURE OFBUSINESS:

There are no changes in the nature of business during the year.

TRANSFER TO RESERVES:

The Company has transferred Rs. 25549318/- to reserves.

SHARE CAPITAL:

During the year Authorized Capital of the Company was Rs. 350000000/- (Rupees ThirtyFive Crores) having face value of Rs. 1 Each.

During the year authorized share capital reclassified and altered Memorandum ofAssociation. Authorized Share Capital by Sub-Division of 1 (one) Equity Share of facevalue of Rs. 10/- (ten) each fully paid up into 1 (one) Equity Shares of Rs. 1/- (one)each fully paid up resulting in issuance 10 (ten) Equity Shares of Rs. 1/- (one) eachfully paid up thereby keeping the paid up capital intact and consequently the existingClause V of the Memorandum of Association of the Company be and hereby deleted andsubstituted by the following new Clause V:

"V. The authorized share capital of the Company is Rs. 350000000/-(RupeesThirty Five crores only) divided into 350000000 (Rupees Thirty Five Crore only) EquityShares of Rs. 1/- (Rupees One only) each"

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year company has do the following amendment in Memorandum of Association(MOA) and Articles of Association (AOA).

> Company has also Changed the Capital Clause with the approval of shareholder inExtra Ordinary General Meeting held on December 20 2021

> Authorized Share Capital by Sub-Division of 1 (one) Equity Share of face value ofRs. 10/- (ten) each fully paid up into 1 (one) Equity Shares of Rs. 1/- (one) each fullypaid up resulting in issuance 10 (ten) Equity Shares of Rs. 1/- (one) each fully paid upthereby keeping the paid up capital intact and consequently the existing Clause V of theMemorandum of Association of the Company be and hereby deleted and substituted by thefollowing new Clause V:

"V. The authorized share capital of the Company is Rs. 350000000/-(RupeesThirty Five crores only) divided into 350000000 (Rupees Thirty Five Crore only) EquityShares of Rs. 1/- (Rupees One only) each"

BOARD MEETINGS:

During the year under review the Board of Directors duly met 11 (Eleven) times. TheBoard meeting dates were 10.05.2021 21.05.2021 01.07.2021 13.07.2021 13.08.202120.10.2021 24.11.2021 15.12.2021 09.02.2022 24.02.2022 22.03.2022.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2022 as per the applicable accounting standards have been followed and that therewere no material departures;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the company at the end of thefinancial year and of the profit of the company for the year under review;

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31stMarch 2022 on a "going concern basis."

v) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.

DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture or Associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Board of Directors of the Company comprises of four Directors includinga Woman Director of which two are Executive Directors one Non-executive Director and oneare Independent Director.

> Directors Retiring by Rotation:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Manish Raichand Shah Executive Director of the Company liable to retire byrotation at the ensuing Annual General Meeting and being eligible have offered himself forre-appointment. The Board of Directors recommend his re-appointment and the matter isbeing placed for seeking approval of members at the ensuing Annual General Meeting of theCompany.

> Appointment of Director-

Board of Director appointed Mr. Jaydeep Bakul Shah and Mr. Apurvkumar Pankajbhai Patel(Non-executive Independent) Directors of the Company w.e.f. 02.06.2022 and regularizeafter the approval of shareholder in annual general meeting to be held on 22.09.2022.

> Resignation of Director-

Ms. Ankita Dineshbhai Soni was resigned from the Post of Independent Director of theCompany w.e.f.

10.05.2021.

Mr. Vipul Sharadchandra Momaya was resigned from the Post of Independent Director ofthe Company w.e.f.

23.08.2021.

> Appointment and Resignation of Key Managerial Personnel other than Directors:-

Mr. Parth Ashvinkumar Patel was resigned from the post of Company Secretary cumCompliance officer of the Company w.e.f. 20.10.2021.

Mr. Pawansut Swami is appointed as a Company Secretary cum Compliance officer of theCompany w.e.f.

22.03.2022.

Mr. Dhruvalkumar Patel is appointed as Chief Financial officer of the Company w.e.f.02.06.2022.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Governance Committee

LISTING:

All the issue Equity Shares (336675000 Equity Shares) of the Company are listed onBombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE).

CHANGES IN REGISTERED OFFICE ADDRESS:

Company has shifted its Registered Office from Second Floor Block N Mondeal RetailPark T.P. 50 Near Rangoli Park S.G. Highway Bodakdev Ahmedabad Gujarat - 380054 toD-1202 Swati Crimson and Clover Shilaj Circle Sardar Patel Ring RoadAhmedabad Gujarat- 380054 with effect from 13.04.2022.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility as per Section 135 of the Companies Act 2013 is notapplicable to the Company during the Financial Year 2021-22.

RELATED PARTY DISCLOSURES:

During the year transaction with related parties referred to in sub-section (1) ofsection 188 of the Companies Act 2013 are attached with Financial Statement of theCompany.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.

VIGIL MECHANISM:

The Company has put in place a 'Whistle Blower Policy' in compliance with theprovisions the Companies Act 2013 other applicable laws and in accordance withprinciples of good corporate governance.

INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees.

The Company also adopts the concept of Trading Window Closure to prevent itsDirectors Officers designated employees and other employees from trading in thesecurities of the Company at the time when there is unpublished price sensitiveinformation.

RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. The Company'sinternal control systems are commensurate with the nature of its business and the size andcomplexity.

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has adopt the policy for the preservation of Documents and Archival ofDocuments to ensure that all the necessary documents and records of the Company areadequately protected and preserved as per the Statutory requirements.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements.

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES:

Your Company has adopt the determination of Materiality disclosure to ensure that theinformation disclosed by the Company is timely transparent and continuous.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

LOANS GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March 2022 company has given Loans Guarantees and/or madeany Investments covered under the provisions of Section 186 of the Companies Act 2013.Detail description mentioned in to the Auditors report and Balance Sheet of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There have been no Material Commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statement Related and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.

PARTICULARS OF EMPLOYEES:

No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure I".

CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed report on Corporate Governance is attached to this report asANNEXURE - IV. The certificate from auditor confirming compliance with the conditions ofcorporate governance is also attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

Management Discussion Analysis Report as required under Regulation 34(2)(e) ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is part of this report annexed herewith as "Annexure II".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable

b) Technology absorption:

There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings : Rs. Nil

ii. Foreign Exchange Outgo : Rs. 7480846/-

AUDITOR'S AND THEIR REPORT:

A) Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act read with the Companies(Audit & Auditors) Rules 2014 M/s Gopal C. shah & Co. Chartered Accountantsappointed as Statutory Auditors of the Company. The Statutory Auditors have confirmed thatthey are not disqualified from continuing as Auditors of the Company.

The Report given by M/s Gopal C. Shah & Co. Chartered Accountants for theFinancial Year 2021-2022 forms part of the Annual Report. The Notes on FinancialStatements referred to in the Auditors' Report are self-explanatory and do not call forany further comments. There are no audit qualifications reservations or adverse remarksfrom the Statutory Auditors during the year under review.

B) Report Secretarial Auditors and Secretarial Audit

Pursuant to provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s A. Santoki& Associates Practicing Company Secretaries to undertake Secretarial Audit of theCompany for the financial year ended on March 31 2022. The Secretarial Audit Report isattached herewith as Annexure-'TH"

The explanations /comments made by the Board relating to the qualificationsreservations or adverse remarks made by the Secretarial Auditor are as follows:

 

According to the information and explanation given to us and the records of the Companyexamined by us the Company has violation of Regulation 33 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompany has not submitted standalone results for the quarter ended September 2021 to theExchange within prescribed due date.

Board Reply:-The company has submitted only consolidated and xbrl results for thequarter ended September 2021 within due date i.e. 15.11.2021 and standalone submitted tothe exchange after due date on 27.01.2022.

According to the information and explanation given to us and the records of the Companyexamined by us the Company has violation Regulation 17(1) Non-compliance with therequirement pertaining to the Composition of the Board.

Board Reply:- Company has violated the said regulation and also Panelty/Fines imposedby the Stock Exchange for the said violation. Company has appointed Independent Directorsas on 02.06.2022 and as on date the composition of the Board is as per Regulation 17(1) ofSecurities and Exchange Board of India.

According to the information and explanation given to us and the records of the Companyexamined by us the Company has violation Regulation 18(1) Non-compliance with theconstitution of audit committee.

Board Reply: - Company has violated the said regulation and also Panelty/Fines imposedby the Stock Exchange for the said violation. As on 02.06.2022 company hasreconstituted the various committees as per SEBI Regulation.

According to the information and explanation given to us and the records of the Companyexamined by us the Company has violation Regulation 19(1)& 19(2) Non-compliance withthe constitution nomination and remuneration committee.

Board Reply: - Company has violated the said regulation and also Panelty/Fines imposedby the Stock Exchange for the said violation. As on 02.06.2022 company hasreconstituted the various committees as per SEBI Regulation.

According to the information and explanation given to us and the records of the Companyexamined by us the Company has not appointed the Chief Financial Officer (CFO).

Board Reply:- Company is in the Process of the Appointment of full time Chief FinancialOfficer (CFO) as on 02.06.2022 company has appointed the Chief Financial Officer (CFO).

C) Internal Auditor

pursuant to the provisions of Section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made thereunder Company had appointed M/s Mehta &Maisheri Chartered Accountants (Firm Registration No.150531W) as an Internal Auditor ofthe Company for the Financial Year 2021-22. M/s. EB & Co. Chartered Accountantsappointed as an Internal Auditor of the Company from 02.06.2022.

BOARD EVALUATION:

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and Listing Regulations.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year 2021-22 the company has not made any changes in the natureof its business. REMUNERATION POLICY:

The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification.

The policy ensures that (a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the directors of the quality require to runthe company successfully ; (b) relationship of remuneration to the performance is clearand meets appropriate performance benchmarks; and (c) remuneration to directors and keymanagerial personnel and senior management involves a balance fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goal. The policy has been approved by the nomination and remunerationcommittee and the board. The remuneration policy document as approved by the board isuploaded on the company's website www.seacoastsltd.com.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134(3) of the Act read with Rule 8(3) of The Companies (Accounts)Rules 2014 to the extent the transactions took place on those items during the year.There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19

India is going through a tough phase of a global pandemic-Novel Corona virus disease(COVID19). The Indian government is taking all possible measures to keep a check on thespread of this disease within the country.

Accordingly as a responsible private establishment your Company also took part in themission of social distancing by:

• Putting in place Work from Home Policy (WFH) for the employees of the Company;

• Conduct of meetings through VC telephone computerized & other electronicmeans;

• Strictly adhering to the "Do's and Don'ts" advised by the PublicHealth Authorities;

• Only essential staff are being called on duty with staggered timings to befollowed in order to minimize physical interaction in the Office;

• To follow other preventive measures prescribed by the local authorities fromtime; ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company.

The Director concludes this Report by placing on record their gratitude to allshareholders bankers and Govt. authorities for their continued support.

Place: Ahmedabad For and On behalf of Board of Directors of
Date : 18/08/2022 Seacoast Shipping Services Limited
Sd/-
Manish Raichand Shah
Chairman Cum Managing Director
DIN: 01936791

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