You are here » Home » Companies » Company Overview » Seacoast Shipping Services Ltd

Seacoast Shipping Services Ltd.

BSE: 542753 Sector: Others
NSE: N.A. ISIN Code: INE277T01016
BSE 00:00 | 27 Jul 240.35 2.45
(1.03%)
OPEN

240.00

HIGH

244.00

LOW

240.00

NSE 05:30 | 01 Jan Seacoast Shipping Services Ltd
OPEN 240.00
PREVIOUS CLOSE 237.90
VOLUME 9581
52-Week high 264.95
52-Week low 23.23
P/E 72.83
Mkt Cap.(Rs cr) 809
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 240.00
CLOSE 237.90
VOLUME 9581
52-Week high 264.95
52-Week low 23.23
P/E 72.83
Mkt Cap.(Rs cr) 809
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

MAHAAN IMPEX LIMITED

The Board of Directors hereby submits the 37th Annual Report of business and operation of the Company MAHAAN IMPEX LIMITED along with audited financial statement for year ended March 31 2020.

RESULT OF OUR OPERATION:

ParticularsCurrent YearPrevious Year
31.03.202031.03.2019
Revenue from Operations52433132671266
Other Income12345761547450
Total Revenue64778884218715
Total Expenditure ( including Change in Inventories)59704054117109
Profit Before Tax507483101606
Less: Tax expense/ Deferred tax liability(241630)-
Profit after Tax265853101606
Earnings Per Share0.120.05

OPERATIONS OVERVIEW:

For the year ended 31st March 2020 your Company has reported total revenue and net profit after taxation of Rs. 6477888/- and Rs. 265853/-respectively as compared to last year's total revenue and net profit Rs. 4218715/-and Rs. 101606/- respectively.

DIVIDEND:

Your Directors do not recommend any dividend on equity share for the period ended 31st March 2020 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 265853/- to reserves.

SHARE CAPITAL:

During the year Authorized Capital of the Company was 22500000/- and paid up capital of the Company was Rs. 22450000. During the year under review the Company has not issued shares with differential voting rights and sweat equity shares.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year company has not made any amendment in MOA and AOA.

BOARD MEETINGS:

During the year under review the Board of Directors duly met 10 (Ten) times. The Board meeting dates are 27.05.2019 19.07.2019 26.07.2019 03.09.2019 04.11.2019 12.11.2019 12.12.2019 13.02.2020 11.03.2020 16.03.2020.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) That in the preparation of the annual accounts for the financial year ended 31st March 2020 the applicable accounting standards have been followed and that there were no material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial 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 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 a fraud and other irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31st March 2020 on a going concern basis.

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

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

DEPOSITS:

During the year under review the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company comprises of Six Directors of which two are Executive Directors one Non-executive Director and three Independent Directors (including a Woman Director).The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act 2013 and Regulation 17 of the Listing Regulations as amended from time to time.

DIRECTORS RETIRING BY ROTATION:

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

APPOINTMENT:

Mr. Manish Raichand Shah was appointed as additional Executive Directors of the Company w.e.f. 04.05.2020 subject to approval by members at the ensuing Annual General Meeting of the Company to appoint him as an Executive Director of the Company. He is also a Managing Director of the Company.

Mr. Sameer Amit Shah was appointed as additional Executive Directors of the Company w.e.f. 04.05.2020 subject to approval by members at the ensuing Annual General Meeting of the Company to appoint him as an Executive Director of the Company.

Ms. Ankita Dineshhbhai Soni Non executive Director of the Company appointed as additional Independent Director of the Company w.e.f. 12.11.2019 subject to approval by members at the ensuing Annual General Meeting of the Company to appoint her as an Independent Director of the Company.

Mr. Sushil Ramkumar Sanjot and Mr. Vipul Sharadchandra Momaya non executive Directors of the Company appointed as additional Independent Directors of the Company w.e.f. 08.05.2020 subject to approval by members at the ensuing Annual General Meeting of the Company to appoint them as an Independent Directors of the Company.

Mr. Rajiv Mazumder non executive Director of the Company appointed as additional Non- Independent Director of the Company w.e.f. 08.05.2020 subject to approval by members at the ensuing Annual General Meeting of the Company to appoint him as an non Executive Non- Independent Director of the Company.

RESIGNATION:-

Mr. Rajeshkumar Balwantbhai Brahmbhatt Mrs. Nila Jitendrakumar Gohel Mr. Himanshu Madanmohan Patel and Mr. Rupeshbhai Balwantbhai Brahmbhatt have resigned from the directorship of the Company w.e.f. 04/05/2020.

KEY MANAGERIAL PERSONNEL :-

Mr. Bhautik Sureshkumar Darji has resigned from the post of CFO of the Company w.e.f.16.03.2020.

Mr. Pratikkumar N. Ghoda has appointed as a CFO of the Company w.e.f 16.03.2020.

COMMITTEES OF THE BOARD:

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

 Audit Committee

 Nomination and Remuneration Committee

 Stakeholders Relationship Committee

Audit Committee:

The Audit Committee comprises of executive and non executive Independent Director as its Member.

The Chairman of the committee is Independent Director.

The Composition of Audit Committee and the details of members during the financial year 2019-20 are given below:

Sr. No.Name of the DirectorStatusNature of Directorship
1Nila GohelChairmanIndependent Director
2Himanshu PatelMemberIndependent Director
3Rajesh BrahmbhattMemberManaging Director

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. During the year under review all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three non-executive Directors as its members.

The Chairman of the Committee is an Independent Director.

The Composition of Nomination and Remuneration Committee and the details of members during the financial year 2019-20 are given below:

Sr. No.Name of the DirectorStatusNature of Directorship
1Himanshu PatelChairmanIndependent Director
2Nila GohelMemberIndependent Director
3Ankita SoniMemberIndependent Director

STAKEHOLDERS COMMITTEE:

The Stakeholders Committee comprises of executive and non executive Independent Director as its Member.

The Chairman of the committee is Independent Director.

The Composition of Stakeholders Committee and the details of members during the financial year 2019-20 are given below:

Sr. No.Name of the DirectorStatusNature of Directorship
1Himanshu PatelChairmanIndependent Director
2Nila GohelMemberIndependent Director
3Rajesh BrahmbhattMemberManaging Director

LISTING:

Shares of the Company are Listed on Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE).

Company has received the Trading Approval from the Bombay Stock Exchange Limited (BSE) as on 22/08/2019 and Trading started on Bombay Stock Exchange Limited (BSE) from 23/08/2019.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and therefore it is not mandatory for the Company to have the Corporate Social Responsibility

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188:

During the year there was no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth not exceeding Rs. 25 crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2019-20.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Your Company has revised Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing within the Organization. It provides guidance and a procedural framework to directors employees customers vendors and/or third party intermediaries wishing to raise a concern about irregularities and/or frauds and any other wrongful conduct within the Company without fear of reprisal discrimination or adverse employment consequences and to create the awareness amongst employees to report instance of leak of unpublished price sensitive information

INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992 as amended from time to time the code of conduct for prevention of insider trading and the code for corporate disclosures (Code) as approved by the Board from time to time are in force by the Company. The objective of this Code is to protect the interest of shareholders at large to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors designated employees and other employees.

The Company also adopts the concept of Trading Window Closure to prevent its Directors Officers designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

RISK MANAGEMENT POLICY:

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

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has formulated Policy for preservation of Documents and Archival Documents. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) imposed certain obligations and disclosure requirements on all listed entities pursuant to Regulation 9 being to formulate and put in place a policy for preservation of documents

POLICY AND PROCEDURES FOR INQUIRY IN CASE OF LEAK OF UPSI:

Pursuant to provisions of the regulations the Board has implemented a Policy and Procedures for inquiry in case of Leak of Unpublished Price Sensitive Information to strengthen the internal control system to prevent leak of UPSI to restrict and prohibit the practice of sharing of UPSI with the un- authorized person which originates from within the company and which affects the market price of the Company as well as loss of reputation and investors / financer's confidence in the company to have a uniform code to curb the unethical practices of sharing UPSI by Insiders Employee & Designated Persons with any person firm Company or Body Corporate.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

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

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Regulations) requires every Listed Company to disclose events or information which in the opinion of the Board of Directors of a Company are material. Regulation 30 of the Regulations mandates disclosure of all deemed material events to the Stock Exchanges.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy

LOANS GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March 2020 company has given Loans Guarantees and/or made any 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 the Company which have occurred between the end of the Financial Year of the Company to which the 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 impact the going concern status and Company's operation in future.

PARTICULARS OF EMPLOYEES:

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

EXTRACT OF ANNUAL RETURN:

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Corporate Governance is not application to the Company. Management Discussion Analysis Report is 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 provision regarding 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 any manufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings :NIL

ii. Foreign Exchange Outgo :NIL

REGISTERED OFFICE OF THE COMPANY:

The Company Registered office is shifted from Bsafal House Nr. Tej Motors B/h Mirch Masala Restaurant Off. S.G. Highway Ahmedabad-380059 to 206 Shilp-II Above HDFC Bank Near Income tax Circle Ashram Road Ahmedabad-380009 w.e.f. 04.05.2020.

AUDITOR'S AND THEIR REPORT:

A) Statutory Auditors

M/s. Vishves A. Shah & Co. has resigned from the office of the Statutory Auditor of the Company w.e.f. 04.05.2020 due to pre-occupation. Pursuant to the provisions of Sections 139 to 142 and other applicable provisions if any of the Companies Act 2013 read with the underlying rules and on the recommendation of the Audit Committee the Board of Directors in its meeting held on 04.05.2020 proposed that M/s.Pankaj R. Shah & Associates Chartered Accountants Ahmedabad (Firm Registration number: 107361W) be and is hereby appointed as the statutory auditor of the Company to fill casual vacancy caused due to the resignation of M/s. Vishves A. Shah & Co.

M/s. Pankaj R. Shah & Associates Chartered Accountants are appointed as Statutory Auditors for conducting statutory audit of the Company for the F.Y. 2019-20 and shall hold office upto the ensuing Annual General Meeting of the Company on a remuneration that may be determined by the Board of Directors in consultation with the auditor.

A

M/s. Pankaj R. Shah & Associates have confirmed their willingness and eligibility for appointment in accordance with Section 139 read with Section 141of the Act. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There has been no qualification reservation adverse remark or disclaimer given by the Auditors in their Report.

B) Report of Secretarial Auditors and Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed Mr. Ajit M. Santoki Proprietor of M/s. A. Santoki& Associates Practicing Company Secretaries Ahmedabad as its Secretarial Auditors to conduct the secretarial audit of the Company for 2019-20.

The Secretarial Audit Report for financial year 2019-20 issued by Mr. Ajit M. Santoki Proprietor of M/s. A. Santoki& Associates Practicing Company Secretaries Ahmedabad has been appended as Annexure III to this Report.

BOARD EVALUATION:

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 Audit and Nomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution independence of judgment safeguarding the interest of the Company etc. 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. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

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

CHANGE IN THE NATURE OF BUSINESS:

The company is working in the same business line. During the financial year 2019-20 the company has not made any changes in the nature of its business.

REMUNERATION POLICY:

The company has adopted a remuneration policy of directors and senior management personnel detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification. The policy ensures that

(a) the level and composition of remuneration is reasonable and sufficient to attract retain and motivate the directors of the quality require to run the company successfully ;

(b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal.

The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploaded on the company's websitewww.mahaanimpex.com.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS 2015:

Your Company does not have any Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

ACKNOWLEDGEMENT:

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

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

Place: AhmedabadFor and On behalf of Board of Directors of
Date : 10/07/2020Mahaan Impex Limited
Sd/-
Manish Raichand Shah
Managing Director
DIN: 01936791

   

.