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Shahi Shipping Ltd.

BSE: 526508 Sector: Infrastructure
NSE: N.A. ISIN Code: INE825D01016
BSE 11:38 | 16 May 4.65 -0.24
(-4.91%)
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NSE 05:30 | 01 Jan Shahi Shipping Ltd
OPEN 4.95
PREVIOUS CLOSE 4.89
VOLUME 253
52-Week high 5.70
52-Week low 4.18
P/E
Mkt Cap.(Rs cr) 7
Buy Price 4.65
Buy Qty 247.00
Sell Price 4.95
Sell Qty 40.00
OPEN 4.95
CLOSE 4.89
VOLUME 253
52-Week high 5.70
52-Week low 4.18
P/E
Mkt Cap.(Rs cr) 7
Buy Price 4.65
Buy Qty 247.00
Sell Price 4.95
Sell Qty 40.00

Shahi Shipping Ltd. (SHAHISHIPPING) - Director Report

Company director report

To

The Members

SHAHI SHIPPING LIMITED

Your Directors are pleased to present herewith the 31st(Thirty First) AnnualReport of Shahi Shipping Limited (‘the Company') along with the AuditedFinancial Statements for the financial year ended March 31 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The Company of the are given below:

(Rs. In Lakhs)

Particulars 2020-21 2019-20
Revenue from operations 933.82 814.31
Other income 47.10 28.83
Total Income 980.92 843.14
Profit/Loss before Interest Depreciation Expense Finance Cost and Tax 12.12 (149.51)
Finance Cost 66.05 74.49
Depreciation 85.65 99.44
Profit/Loss before Finance cost and Tax Prior Year Adjustment & Exceptional Item (139.58) (323.44)
Exceptional Item -
Deferred Tax (26.11) 7.86
Current Tax -
Profit/ (Loss) AfterTax (113.47) (331.30)
Other Comprehensive Income / Loss -
Total Comprehensive Income / (Loss) (113.47) (331.30)

Notes:

The above financial results have been prepared in accordance with Indian AccountingStandards ("IND-AS") as specified under Section 133 of Companies Act 2013("the Act") read with the Companies (Indian Accounting Standards) Rules 2015.

Previous year figures have been re-grouped/ re-classified.

2. PERFORMANCE REVIEW:

The Highlights of the Company's performance (Standalone) for the year ended March 312021 are as under:

Total Income from operation Increased by 14.68% to Rs. 933.82 Lakhs

Loss Before Depreciation and Tax decreased by 75.92% to Rs. 53.94 Lakhs

Loss before Tax decreased by 56.84% to Rs. 139.58 Lakhs

Net Loss decreased by 65.75% to Rs. 113.47 Lakhs

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

The Shahi Shipping Limited operates in the field of transportation of cargo and lighterage operation in the inland waterlimits of any port of India. The Company owns 17 vesselsand are operating with various private and Government bodies.The size of the vesselsranges between DWT 500 tons to DWT 3500 tons. The Company has expertise in designinglowdraft vessels suitable for operations on Indian coasts. During the reporting financialyear there was no change in natureof business activity.

4. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31 2021is Rs.300000000/- (Rupees Thirty Crore Only) comprising of 30000000 (Three Crore Only)Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each. The paid up share capitalof the Company as on March 31 2021 is Rs. 144948740 comprising of 14494874 equityshares of Rs. 10/- each. During the year under review the Company has not issued anyEquity Shares.

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the Financial Year 2020-21.

6. AMOUNT TRANSFERRED TO RESERVE:

The Company has not transferred any amount to the reserves during the Financial Year2020-21.

7. MATERIAL CHANGES AFFECTING THE COMPANY:

The ongoing global COVID-19 pandemic has caused and continues significant loss of lifeand has resulted in to cause curtailment of economic activities across the world as localadministrations and governments seek to limit spread of the disease including throughlock down policies restriction on business activities and business shutdowns. The Companyadopted a work from home policy for non-site based employees during COVID-19 peak periods.The physical and emotional wellbeing of employees continues to be a top priority for theCompany with several initiatives to support employees and their families during thepandemic. The Company adhered to all the government advisories and guidelines thoroughlyand in good faith. With the exception of above there have been no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and date of this report. There has been no change in the nature of theCompany.

8. 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.

9. 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

Royal Logistics (Ship) Ltd has not been prepared. During the year under review bothsubsidiary companies have applied for striking off its name from the register of companiesthe application is pending as on the date of report.

10. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act2013 your Directors hereby state and confirms that:

a) In preparation of the annual accounts for the financial year ended March 312021the applicable accounting standards read with requirements set out under Schedule III tothe Act had been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent as to give a true andfair view of the state of affairs of the company as at the end of Financial Year March 312021 and of the loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively during the financial year ended March 312021; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively duringthe financial year ended March 31 2021.

12. 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 as on March 31 2021 comprised of the following directors:

Name of Director Director Number Identification Designation
Mr. Sarvesh Kumar Shahi 00359535 Chairman and Managing Director
Ms. Anjali Shahi 03363248 Non-Executive - Non Independent Director
Mr. Omprakash Ramdhin Singh 08597117 Non-Executive - Independent Director
Mr. Sanjeev Kumar Singh 08698524 Non-Executive - Independent Director

In accordance with the provisions of the Companies Act2013 read with Articles ofAssociation of the Company Ms. Anjali Shahi (DIN: 03363248) Non-Executive (NonIndependent) Director of the Company is due for retirement by rotation at the forthcoming31st (Thirty First) Annual General Meeting(AGM) and she being eligibleoffered himself for re-appointment pursuant to provisions of Section 152 of the Act.

The appointment of Mr. Sarvesh Kumar Shahi Chairman and Managing Director of theCompany is ratified and approved for a term of three years commencing from April 1 2020uptill March 31 2023 by the Board of Directors of the Company at its meeting held onFebruary 12 2021 pursuant to recommendation of the Nomination and RemunerationCommittee and subject to the approval by the shareholders of the Company at theforthcoming Annual general Meeting of the Company. During the year under review Mr.VenkatasubramanianIyer Shivaraman Independent Director of the Company ceased to be theDirector of the Company w.e.f. 29th September 2020 as the resolution for hisreappointment for the subsequent term was not approved with requisite majority at theAnnual General Meeting held on 27th September 2020. During the year under review Mr.Chandresh Kumar Mishra Non-executive Independent Director (DIN: 07645967) of the Companyresigned as an Independent Director of the Company with effect from the close of businesshours on 14th October 2020 citing personal reasons.Mr. Chandresh Kumar Mishraconfirmed that there were no other material reasons for his resignation other that thosewhich were provided in his resignation letter dated 20th October 2020.TheBoard placed on record its appreciationfor the contribution and guidance provided by herduring her tenure as Independent Director.Upon recommendation of the Nomination andRemuneration Committee and based on approval of the Board of Directors at their respectiveMeetings held on February 05 2021 Mr. OmprakashRamdhin Singh (DIN 08597117) have beenrecommended to be appointed w.e.f February 05 2021 as an Independent Director of theCompany for a term 5 consecutive yearssubject to requisite approval of Shareholders atthe ensuing AGM in terms of the applicable provisions of the Companies Act2013 and SEBI(LODR) Regulations 2015.During the year under review Mr. Nungavaram VaidyanathanAgandeswaran (ACS No. 7966) resigned from the post of Company Secretary & Complianceofficer of the company with effect from 18 th March 2021. The Company placedon record its appreciation for his contribution during his tenure as the Company Secretaryof the company.In the opinion of the Board all the Independent Directors (including thoseappointed / re-appointed during the year) are persons of integrity and possess relevantexpertise and experience to effectively discharge their duties as Independent Directors ofthe Company.Except the above there was no change in the composition of the Board ofDirectors and the Key Managerial Personnel (KMPs) of the Company during the financial year2020-21.Further brief resume of the directors proposed to be appointed/re-appointedrelevant information nature of their expertise in specific functional areas names of thecompanies in which they hold directorships and the memberships/chairmanships of Committeesof the Board and their share holding in the Company as stipulated under Securities andExchange Board of India (Listing Obligations & Disclosure Requirements)Regulations2015 have been furnished separately in the Notice convening the 31stAnnualGeneral Meeting read with the Annexure thereto forming part of this Report. The Companyhas received necessary declaration from all directors stating that they are not debarredor disqualified from being appointed or continuing as Directors of companies as per theSecurities and Exchange Board of India Reserve Bank of India Ministry ofCorporateAffairs or any such other Statutory Authority. Details of the number of meetings of theBoard of Directors have been furnished in the Report on Corporate Governance. During theperiod the non-executive directors of the Company had no pecuniary relationship ortransactions with the Company.

13. BOARD EVALUATION:

The Nomination and Remuneration Committee has defined evaluation criteria for theperformance evaluation of the Board itsCommittees and individual director(s). Pursuant tothe provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 the board of directors has carried out an annualevaluation of its own performance Board its committees and individual directors. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteriasuch as the Board composition and structureeffectiveness of board processes information and functioningadvisory roleandcontribution in the decision making etc. At the separate meeting of independentdirectors held on February 12 2021 performance of non-independent directorsperformanceof the board as a whole and performance of the Chairman was evaluated objectively takinginto account the viewsof executive directors and non-executive directors. The Company hasa policy for performance evaluation of the Board Committees and other individualDirectors (including Independent Director) which have been placed on the website of theCompany at the link: www.shahilogistics.com

14. INDEPENDENT DIRECTOR:

(i) Declaration from Independent Directors

Pursuant to the provisions of Section 149 of the Act the Board has receiveddeclaration from all the Independent Directors of the Company confirming that they meetthe criteria of independence as prescribed both under the Section 149 (6) of the CompaniesAct 2013 and Regulation 16(1)(b) Securities Exchange Board of India (Listingobligations& Disclosure Requirements) Regulations 2015.The Company has also receivedDisclosure of Interest by Directors as per the provisions of Section 184 of the CompaniesAct 2013.

(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

15. MEETINGS:

During the Financial year 2020-21 The Board of Directors of the Company met Sixtimes(6) times. The gap between the said meetings did not exceed the limit of 120 days asprescribed under the relevant provisions of the Companies Act 2013 and the relevant Rulesmade there under. The details of meetings held are given in the Corporate GovernanceReport.

16. 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 Whole-Time Director(s) consists ofmonthly salary 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 managerialpersonnel and senior management the remuneration will consist of fixed pay and incentivepay. The fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime and the incentive pay shall be decided based on the balance between performance ofthe Company and performance of the Key Managerial Personnel and Senior Management. TheNomination and Remuneration Policy is annexed as Annexure I to this report and alsoavailable on the Company's websitewww.shahilogistics.com

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes Assurance on theeffectiveness of internal financial controls is obtained through management reviewscontrol self- assessment continuous monitoring by functional experts as well as testingof the internal financial control systems by the internal auditors during the course oftheir audits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.

18. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return of the Company for the Financial Year 31st March 2021 isuploaded on the website of the Company and can be accessed at www.shahilogistics.com.

19. DETAILS OF COMMITTEES OF THE BOARD:

At present the Board has three committees namely the Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. As at the end of theReporting period dated 31st March 2021 the composition of various committeesis as per the applicable provisions of the Companies Act 2013 along with the Rules andSecurities Exchange Board of India (Listing obligations& Disclosure Requirements)Regulations 2015. The brief details of various committees terms of reference is providedseparately in the Corporate Governance report.

20. 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 as at the end of the FinancialYear. 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.

21. 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 Regulations2015 as at theend of the Financial Year. The Stakeholders Relationship Committee shall consider andresolve the grievances of the security holders of the company including complaints relatedto transfer of shares non-receipt of balance sheet and non-receipt of dividend etc. Thedetails pertaining to composition of Stake holders Relationship committee are included inthe Corporate Governance Report which forms part of this report.

22. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee of the Board has been constituted as per Section178 of the Companies Act2013 and rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014 and read with Regulation 19 of the Listing Regulations2015 as at theend of the Financial Year. The details pertaining to composition of Nomination andRemuneration Committee terms of reference and other particulars are included in theCorporate Governance Report which forms part of this report.

23. AUDITORS:

a) Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under M/s. B. P. Shah & Co. Chartered Accountants (Firm Registration No.109517W) were appointed as the Statutory Auditors of the Company at the AGM of theCompany held on August 12 2017 for a period of five years starting from the conclusion ofthe 27th AGM held on August 12 2017 till the conclusion of the 32nd AGM to beheld in the year 2022. The Statutory Auditor(s) has confirmed that they are notdisqualified from continuing as Auditor(s) of the Company. The Statutory Auditor has notmade any observation(s) on the financial statement(s) of the Company. The statutoryauditor of the Company has issued the Auditors' report with unmodified opinion on AuditedFinancial Results of the Company for the Financial Year ended March 31 2021. b)Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Vikas R. Chomal & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year 2020-21 and issueSecretarial Audit Report. The Secretarial Audit Report issued by M/s. Vikas R. Chomal& Associates for of this report and marked as Annexure - II. The Company in due thefinancial course will consider the appointment of Secretarial Auditor for the FinancialYear 2021-22.

The Secretarial Auditor has made following observation(s)and the Management reply forthe same is as under:

Auditors' Observation Management Reply
1 As per SEBI Circular no Cir/ISD/ 3/2011 dated June 17 2011 100% of promoter's and promoter group's share holding should be dematerialized. However the Promoter's and Promoter's group's share holding of the Company is NOT 100% held in Dematerialized Form. The Company is in process of communicating with the promoters for converting their holding in the Company in DEMAT form.
2 During the period under review Related Party Transactions were undertaken but no prior approval regarding the same were obtained from the audit committee as required under clause 23.2 of the SEBI (Listing Obligations and Disclosure requirements) Regulation 2015. The said Related Party Transactions were ratified by the Audit Committee in immediate subsequent meeting.
3 The Company has not paid the Annual Listing Fees to the BSE Limited the Stock Exchange on which the Company is listed for the financial years from 2018-19 to 2020-21. The Company is in process to pay the Annual Listing Fees for the Financial Year 2018-19 2019-20 and 2021-21.
4 The website of the Company does not contain the information as required under Regulation 30 Regulation 46 Regulation 62 and other applicable Regulations of SEBI LODR Regulations 2015. The Company is in process to update its website.
5 The Constitution of Board committees of the company was not as per Regulation 18 Regulation 19 and Regulation 20 of the SEBI LODR Regulations 2015 and as Per Section 178 and 179 of the Companies Act 2013 for the quarter ended December 31 2020 and was adjudged with the applicable fine by the BSE Limited. The Board of Directors of the Company at its meeting held on 5th February 2021 appointed Mr. Om Prakash Singh as the Independent Director on Board of Directors of the Company as well as the Member to the various Committees of the Board in compliance with Regulation 18 Regulation 19 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 178 and Section 179 of the Companies Act 2013.

Sr. Auditors' Observation Management Reply No

6 As per Regulation 23(9) of the SEBI LODR Regulations The Company has submitted thesaid disclosure 2015 a listed company shall make disclosures of related under Regulation23(9) of the SEBI LODR party transactions within 30 days from the date of publicationRegulations 2015 and has represented to the of its standalone financial results for thehalf year. HoweverBSE Limited for waiver of the fine for the said the Company failed tosubmit the disclosure on Related non compliance.

Party Transactions for the half year ended on September 30 2020 and was adjudged withthe applicable fine by the BSE Limited.

7 As per Regulation 34 a copy of annual Report is to be The Company has paid the fineas charged by the submitted to the stock exchange not later than the day of BSE Limitedfor non compliance of Regulation 34. commencement of dispatch to its shareholders.However there was a delay of three days in submission of the Annual Report to the BSELimited over and above the prescribed time limit and was adjudged with the applicable fineby the BSE Limited.

c) Internal Auditor:

The Company has re-appointed M/s. Wandrekar & Co. Chartered Accountants Mumbai asan Internal Auditor of the Company for three financial years starting from FinancialYear 2021-22 to 2023-24 to look after all the internal audit requirements and report ofthe same is placed/forwarded to Audit Committee and Statutory Auditor of the Company onthe relevant and necessary matters from time to time.

24. REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the statutory auditors nor the secretarialauditors reported to the Audit Committee of the Board under section 143(12) of the Actany instances of fraud committed against the Company by its officers or employeesthedetails of which would need to be mentioned in the Report.

25. 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 andhencethe said provisions are not applicable.

26. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

The company during the year has entered into transactions as specified under section188 (1) of the Companies Act 2013 with related parties. Accordingly the disclosure ofRelated Party Transactions is provided under section 134 (3) (h) of the Companies Act2013 in Form AOC-2 forming part of Board Report as Annexure III. The policy onRelated Party Transactions as approved by the Board is uploaded on the Company's websiteand can be accessed at the Weblink: www.shahilogistics.com

27. PARTICULARS OF EMPLOYEES:

Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in the Annexure-IV to this Report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status Therearenosignificant and Company's operations in future.

29. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best governance practices.The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Report. The the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is requisitecertificate attached to the report onCorporate Governance

30. 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

31. 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.

32. 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.

33. 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 there under. Duringthe year under review unclaimed dividend for the year 2011-12 was transferred toInvestors Education and Protection Fund.

34. 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 Nil

(b) Foreign Exchange outgo Nil

35. LISTING WITH STOCK EXCHANGES:

Your Company confirms that it has not paid the Annual Listing Fees for the financialyears from 2018-19 to 2020-2021 to BSE Limited the stock exchange where the Company'sshares are listed.

36. 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.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit has neither formulated a policy nor contributed an amount towards corporate socialresponsibility activities.

38. FUTURE OUTLOOK:

The shipping industry is poised for growth in the coming years. Your Company with someinherent advantages such as low operation cost committed professional manpower and properupkeep of vessels is expected to cash on the opportunities provided. Your Company hashighly qualified and dedicated team of professionals in various work profile to focus onquality improvement of each and every work.

Your Company has since last few years taken initiatives to broaden its fleet base tominimize the risks and maximize the gains.

39. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code. The Compliance officer is entrusted withresponsibility of overseeing the compliances prescribed in connection with prevention ofInsider Trading.

40. OTHER DISCLOSURES/REPORTING:

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

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Joint Venture(s).

e) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries Joint Venture/AssociateCompany.

f) Voting rights which are directly exercised by the employees in respect of shares forthe subscription/purchase of which loan was given by the Company (as there is no schemepursuant to which such persons can beneficially holds shares as envisaged under section67(3)(c) of the Companies Act 2013). Any significant or material orders were passed bythe Regulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

41. 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 byall the employees through their dedicated services to the Company.

For and on behalf of the Board of Directors
Sarvesh Kumar Shahi Anjali Shahi
Date: August 13 2021 Chairman & Managing Director Director
Place: Mumbai DIN: 00359535 DIN:03363248

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