DIRECTOR'S REPORT TO THE MEMBERS, Your Directors take pleasure in presenting the Fourth Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended 31st March 2015. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS: During the year, your Company has recorded a total income of Rs. 2,96,80,904/- against Rs. 2,00,04,371/- in the previous year, an increase of 48.37% Net Profit before Taxation for the financial year ended March 31, 2015 increased to Rs. 78,86,589/- against Rs. 13,82,812/- in the preceding year, representing a rise of 470.33%. Consequently, the Profit after Tax amounted to Rs. 58, 00,787/- against Rs. 7, 75,522/- in the preceding year, representing a rise of 647.98%. DIVIDEND: Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company is at infant stage of shipping industry and require funds for expansion. Your Directors are unable to recommend any dividend for the year ended 31st March, 2015. UNCLAIMED DIVIDEND: There is no balance lying in unpaid equity dividend account. TRANSFER TO RESERVES: Company has not transferred any amount from profit to general reserve. SUBSIDIARY COMPANY The Company does not have any subsidiary. PUBLIC DEPOSIT The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014. EXTRACT OF ANNUAL RETURN: The extract of the Annual Return in Form No. MGT - 9 shall form part of the Board's report in Annexure I. CORPORATE GOVERNANCE As per clause 52 of the Listing Agreement with the Stock Exchange, the Report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report; is given in Annexure II. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance. NUMBER OF MEETING HELD DURING THE YEAR The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 1 of Annexure II. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure III DIRECTORS AND KEY MANAGERIAL PERSONNEL There was appointment of Mrs. Ruchita Amit Mittal (Independent Woman Director) and Mr. Mustafa Moiz Haji (Chief Financial Officer) and Mr. Rakesh Kumar Singh (Manager) in the Third Annual General meeting of the Company which was held on 29.09.2014. There was change in Management by the resignation of Mr. Binod Mahavir Kejriwal (Non Executive Independent Director and Mr. Rakesh Kumar Singh (Manager) of the Company as on 08th October, 2014 and 9th February, 2015 respectively. In accordance with Section 149(1), 152(5) and other applicable provisions, if any, of the Companies Act, 2013 including any modification or re-enactment thereof Mrs. Pratibha Gulgulia (DIN: 07121815) shall be appointed as Independent Women Director for the term of 5 years, not liable to retire by rotation after being approved by members at the ensuing general meeting. In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sanjaykumar Govind Prasad Sarawagi (DIN: 00005665), Executive Director, retire by rotation and is being eligible offer himself for re-appointment at the ensuing Annual General Meeting. Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same; b. the Directors have 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 affairs of the Company as at March 31, 2015 and of the Profit of the Company for that period; c. the Directors have 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 fraud and other irregularities; d. The Directors had prepared the annual accounts of the Company on a 'going concern' basis; and e. 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; f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act' 2013 read with rules 5 (1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 forms part of Directors Report, is given in Annexure IV. EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. INTERNAL CONTROL SYSTEM The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation were observed. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. WHISTLE BLOWER POLICY / VIGIL MECHANISM During the year, your Directors have constituted a Whistle Blower Policy /Vigil mechanism policy for the company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct of the company as per the provisions of Section 177 (9) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure V. RISK MANAGEMENT POLICY: During the year, your Directors have constituted a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013. The detailed policy forms part of the annual report, is given in Annexure VI. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year the company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. The detailed policy forms part of the annual report, is given in Annexure VII. STATUTORY INFORMATION The Company being basically into the Shipping business and is the member of BSE SME Platform. Apart from shipping business, the Company is not engaged in any other business/activities. STATUTORY AUDITORS M/s. R. Kejriwal & Co., Chartered Accountants (having Firm Registration No 133558W) as Statutory Auditors of the Company, who were appointed in last AGM and holds office until the conclusion of the 7th Annual General Meeting needs ratification by members of the company for financial year 2015-16. The Company has received letter from M/s R. Kejriwal & Co., Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013. SECRETARIAL AUDITOR The Board has appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report is annexed herewith in Annexure VIII and does not contain any qualification, reservation or adverse remark. COMMENTS ON AUDITOR'S REPORT The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. During the year under review the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note: 23 to the financial statement which sets out related party disclosures. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS The company has not given any loans or guarantees or investments under section 186 (4) of Companies Act, 2013. INSURANCE: All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately hi Vinayak Shipping Corporation Limited Annual Report 2014
insured. RESEARCH & DEVELOPMENT The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8 of Companies (Accounts) Rules, 2014 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activity in which the Company operates does not require any technology. During the period under review the Company has earned Foreign Exchange of Rs. NIL and incurred the Foreign Exchange outgo of Rs. NIL. CORPORATE SOCIAL RESPONSIBILITY (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. APPRECIATION Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year. For and on behalf of the Board of Directors Manoj Kumar Sarawagi Executive Director & Chairman (DIN: 00005447) Place: Surat Date: 22nd June, 2015 |