SHAHI SHIPPING LIMITED
Your Directors are pleased to present herewith the 29th Annual Report ofShahi Shipping Limited (the Company') along with the Audited FinancialStatements for the financial year ended March 312019.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The financial highlights of the Company are given below:
| || ||(Rs. In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||1021.22 ||1662.03 |
|Other income ||94.70 ||137.68 |
|Profit/Loss before Interest Depreciation Finance Cost and Tax Expense ||(1283.01) ||(259.79) |
|Finance Cost ||67.24 ||104.47 |
|Depreciation ||131.20 ||182.53 |
|Profit/Loss before Tax and Prior Year Adjustment & Exceptional Item ||(1481.45) ||27.21 |
|Exceptional Item ||- ||- |
|Deferred Tax ||(16.61) ||(93.09) |
|Current Tax || ||11.31 |
|MAT Credit Entitlement ||- ||-0.56 |
|Profit/ (Loss) After Tax ||(1464.84) ||109.56 |
|Other Comprehensive Income / Loss || ||- |
|Total Comprehensive Income / (Loss) ||(1464.84) ||109.56 |
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.
2. RESULTS OF OPERATIONS :
The Highlights of the Company's performance (Standalone) for the year ended March312019 are as under:
Total Income decreased by 38.55% to Rs. 1021.22
PBDT decreased by 393.86% to Rs. (1283.01)
Profit before Tax decreased by 5544.51 % to Rs. 1481.45
Net Profit decreased by 1437.02% to Rs. (1464.84)
3. SHARE CAPITAL:
The paid up share capital of the Company as on March 31 2019 is Rs. 144948740comprising of 14494874 equity shares of Rs. 10/- each.
During the year under review the Company has not issued any Equity Shares.
In view of financial losses the Board of Directors has not recommended any dividendfor the Financial Year 2018-19.
5. AMOUNT TRANSFERRED TO RESERVE:
The Company has not transferred to any amount to the reserves during the Financial Year2018-19.
6. MATERIAL CHANGES AFFECTING THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
7. 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.
8. 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.
9. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' General Meetings' respectively havebeen duly followed by the Company.
10. 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 the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have 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 so as to give a true andfair view of the state of affairs of the Company at the end of the financial year2018-2019 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 Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal controls to be followed by the Company andsuch internal controls are adequate and operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
11. 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 312019 comprised of the following directors
|Name of Director ||Director Identification Number ||Designation |
|Sarvesh Kumar Shahi ||00359535 ||Chairman & Managing Director |
|Hema Kiran Thakur ||01363454 ||Independent Director |
|Venata Subramanian Iyer Shivaraman ||07165080 ||Independent Director |
|Chandresh Kumar Mishra ||07645967 ||Independent Director |
|Anjali Shahi* ||03363248 ||Additional Director - Non-Independent Non-Executive Director |
During the year under review the Company has appointed Ms. Anjali Shahi as AdditionalDirector (Non-Independent NonExecutive Director) of the Company with effect from 13thFebruary 2019. Except that there was no change in the composition of the Board ofDirectors and the Key Managerial Personnel's (KMPs) of the Company during the financialyear 2018-19.
Details of the number of meetings of the Board of Directors have been furnished in theReport on Corporate Governance.
During the period the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
12. 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 25th March 2019performance 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.
13. INDEPENDENT DIRECTORS:
(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 thewww.shahilogistics.com
During the Financial year 2018-2019 Five (05) Meetings of Board of Directors. Thedetails of meetings held are given in the Corporate Governance Report. The gap between thesaid meetings did not exceed the limit of 120 days as prescribed under the relevantprovisions of the Companies Act 2013 and the relevant Rules made thereunder.
15. 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 of monthly salary allowancesperquisites bonus commission and other allowable retirement benefits. As per the Policythe remuneration/compensation to Managing Director /Whole Time Director/ Key ManagerialPersonnel shall be recommended by the Nomination and Remuneration Committee to the Boardfor its approval.
In respect of key managerial personnel and senior management the remuneration willconsist of fixed pay and incentive pay. The fixed pay shall include monthly 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'swebsitewww.shahilogistics.com
16. 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 the effectiveness of internal financial controls is obtained throughmanagement reviews control self- assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended.
17. EXTRACT OF ANNUAL RETURN:
As provided under Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the extract of annual return is given inAnnexure I in the prescribed Form MGT-9 which forms part of this report.
18. 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& DisclosureRequirements) Regulations 2015. The brief details of various committees terms ofreference is provided separately in the Corporate Governance report.
19. 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.
20. 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. 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.
21. NOMINATION AND REMUNERATIONCOMMITTEE:
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. 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.
a) Statutory Auditors:
M/s. B. P. Shah & Co Chartered Accountants Mumbai (Firm Registration No.109517W) were appointed as Auditors of the Company for a term of five years at theAnnual General Meeting held on 12th August 2017. They have confirmed that theyare not disqualified from continuing as Auditors of the Company.
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 Secretary toundertake the Secretarial Audit of the Company for the financial year 2018-19 and issueSecretarial Audit Report. Secretarial Audit Report issued by M/s. Vikas R. Chomal &Associates Company Secretaries for the financial year 2018-19 in Form MR-3 forms part ofthis report and marked as Annexure- II. The Company in due course will consider theappointment of Secretarial Auditor for the Financial Year 2019-20.
The Secretarial Auditor has made following observation(s) and the Management reply forthe same is as under:
|Sr. No ||Auditors' Observation ||Management Reply |
|1 ||As per SEBI Circular no Cir/ISD/ 3/2011 dated 17th June 2011100% of promoter's and promoter group's shareholding should be dematerialized. However the Promoter's and Promoter's group's shareholding 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 year under review related party transactions were undertaken but no prior approval regarding the same were obtained from the audit committee. ||The Company had ratified the Related Party Transactions by taking approval of the Audit Committee. The Management of the Company will ensure to take in principle approval of the Auditee Committee here onwards. |
|3 ||The website of the company is not updated in accordance with Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||The Company is in process to update its website. |
c) Internal Auditor:
The Company has appointed M/s. Wandrekar & Co. Chartered Accountants as anInternal Auditor of the Company for three financial years starting from FY 2018-2019 to2020-2021 to look after all the internal Audit matters and report to Audit Committee andStatutory Auditor on the relevant matters from time to time.
There are no adverse comment(s) or observation in the Internal Audit Report.
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:
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
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 2014and a statement showing the names andother particulars of the top ten employees of the Company in terms of remuneration drawnpursuant to Rule 5(2) and Rule 5(3)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure-IV to this Report.
I n 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. 12000000/-per annum or Rs. 1000000/- per month the ceiling limits prescribed under the saidrule.
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:
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 requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance
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'swebsitewww.shahilogistics. com
29. DEPOSITS FROM PUBLIC:
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. During the yearthe committee has not received any complaint of harassment.
31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the provisions of Section 123 of the Companies Act 2013 the amount ofdividend not en-cashed or claimed within 7 (Seven) years from the date of its transfer tothe unpaid dividend account is required to be transferred to the Investor Education andProtection Fund ("IEPF") established by the Central Government. Shares on whichdividend remains unclaimed for seven consecutive years will be transferred to the IEPF asper section 124 of the Companies Act 2013 and the applicable rules thereunder.
During the year under review unclaimed dividend for the year 2011-12 was transferredto Investors Education and Protection Fund.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required tofurnish prescribed information regarding conservation of energy and technology absorption.However this does not apply to your company as the shipping industry is not included inthe schedule to the relevant rules. The details however as regards Foreign exchangeearnings and out go are given below.
|(a) Foreign Exchange earned ||Rs Nil/- |
|(b) Foreign Exchange outgo ||Rs. Nil/- |
33. LISTING WITH STOCK EXCHANGES:
Your Company confirms that it has paid the Annual Listing Fees for the year 2018-2019to 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.
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 & Managing Director ||Director |
| ||DIN: 00359535 ||DIN: 07165080 |
|Date: 13th August 2019 || || |
|Place: Mumbai || || |