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Directors Report of Shahi Shipping Ltd.

Mar 31, 2017

To,

The Members,

Shahi Shipping Limited

The Directors are pleased to present herewith the 27th Annual Report of Shahi Shipping Limited (the “Company”) along with the Audited Financial Statements for the financial year ended March 31, 2017.

1. FINANCIAL STATEMENT

( Rs. In Lacs)

Particulars

2016-2017

2015-2016

Profit Before Interest, Depreciation, Exceptional Items & Tax

332

215

Less: Interest and Finance Charges

121

149

Less: Provision for Depreciation

210

294

Profit/(Loss) before Tax

1

(228)

Less: Exceptional Items

-

201

Profit/(Loss) before Tax after Exceptional Items

1

(429)

Less: Provision for Taxation:

Current Tax

-

-

Taxation of Earlier years

1

(1)

Deferred Tax

(57)

178

Profit/(Loss) After Tax

(55)

(252)

2. DIVIDEND

On account of losses incurred during the year under review, your board does not recommend any dividend.

3. COMPANY’S PERFORMANCE

During the year under review, income from operations was Rs. 19.11 Crore as against Rs. 14.59 Crore in the previous year. The income from operations was increased about 31% as compared to the previous year. Through continuous cost control measures, during the year under review, company could able to reduce its finance cost to Rs. 1.21 Crores from Rs. 1.48 Crores as compared to previous year. Your board has continued with its task to rebuild company’s business with cost control measures to attain its long term goals by capitalizing company’s intrinsic strength like brand, quality of service, customer relationship through streamlining existing operations.

4. AMOUNT TRANSFERRED TO RESERVE

On account of losses incurred during the year under review, your directors do not recommended to transfer any amount to reserves.

5. HUMAN RESOURCE DEVELOPMENT

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

6. SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely SKS waterways Ltd. & Royal Logistics (Ship) Ltd., which have not commenced their operations. Hence, the consolidated financial statement of the Shahi Shipping Limited and its subsidiaries SKS waterways Ltd, Royal Logistics (Ship) Ltd has not been prepared.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal controls to be followed by the Company and such internal controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board and its Committees have most appropriate composition, pursuant to the provisions of Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors at their meeting held on 30th May, 2017, re-appointed Mr. Sarvesh Kumar Shahi as Managing Director for a period of (3) three years, with effect from 1st April, 2017 subject to approval of members in the ensuing annual general meeting. Keeping in view his experience and expertise, a resolution is proposed in the notice convening Annual General Meeting for the re-appointment of Mr. Sarvesh Kumar Shahi as Managing Director, on terms & conditions detailed in the resolution.

Mr. Chandresh Kumar Mishra were appointed as an additional Independent director of the Company w.e.f. 14th November, 2016 who will holds the office up to the date of ensuing Annual General Meeting and who have offered themselves for appointment. Ms. Lavina Chatur Kripalani, has resigned as an independent director w.e.f. 9th August, 2016.

The Company has received declarations from Mr. Chandresh Kumar Mishra, Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The resolutions seeking approval of the Members for the appointment of Mr. Chandresh Kumar Mishra for a period of (5) five years have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about him.

During the period, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The Board of Directors through resolution passed by circulation on September 1, 2016 has appointed Mr. Nungavaram Vaidyanathan Agandeswaran (Membership No. A7966) as Whole Time Company Secretary & Compliance Officer of the Company.

9. BOARD EVALUATION

The Nomination and Remuneration Committee has defined evaluation criteria for the performance evaluation of the Board, its Committees and individual director(s).

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, advisory role and contribution in the decision making etc.

At the separate meeting of independent directors held on 21st March, 2017, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated objectively, taking into account the views of executive directors and non-executive directors.

10. INDEPENDENT DIRECTOR

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies 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 performance evaluation of Independent Directors.

(iii) Details of familiarization Programme

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the www.shahilogistics.com

11. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the Financial year 2016-2017, four (04) Board Meetings and four (04) Audit Committee Meetings were convened and held. The details of meetings held are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, Key Managerial Personnel, senior management and their remuneration. The policy lays down criteria for selection of directors, key managerial personnel and senior management like, qualification, requisite expertise, relevant experience and integrity of the directors, etc. The remuneration policy lays down the entitlements of remuneration to non-executive directors such as sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013.

Remuneration to Managing Director and Whole-Time Director(s) consists of monthly salary, allowances, perquisites, bonus, commission and other allowable retirement benefits. As per the Policy, the remuneration/compensation to Managing Director /Whole Time Director/Key Managerial Personnel shall be recommended by the Nomination and Remuneration Committee to the Board for its approval.

In respect of key managerial personnel and senior management, the remuneration will consist of fixed pay and incentive pay. The fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time and the incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management.

The Nomination and Remuneration Policy is available on the Company’s website www.shahilogistics.com

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

In view of board, the Company has adequate Internal Control, commensurate with the size and nature of its operations. Further, based on observations of the Statutory Auditors, on the internal financial control with reference to the financial statement the necessary steps have been taken to establish the same.

14. 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 in Annexure - I in the prescribed Form MGT-9, which forms part of this report.

15. DETAILS OF COMMITTEES OF THE BOARD

At present, the Board has three committees, namely the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various committees is as per the applicable provisions of the Companies Act, 2013 along with the Rules and Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015. The brief details of various committees, terms of reference is provided separately in the Corporate Governance report.

16. AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations, 2015. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, 2015. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of dividend etc. The details pertaining to composition of Stakeholders Relationship committee are included in the Corporate Governance Report, which forms part of this report.

18. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations, 2015. The details pertaining to composition of Nomination and Remuneration Committee, terms of reference and other particulars are included in the Corporate Governance Report, which forms part of this report.

19. AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, the present Statutory Auditors M/s. N. D. Heda & Co, Chartered Accountants, Mumbai (Firm Registration No.103604W) have completed their term as stipulated under Section 139 of the Companies Act, 2013 and therefore shall vacate office at the Conclusion of the forthcoming 27th Annual General Meeting.

The Company is proposing to appoint M/s. B. P. Shah & Co., Chartered Accountants, Mumbai (Firm Registration No. 109517W), as Statutory Auditors for a period of 5 years commencing from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting. M/s. B. P. Shah & Co., have consented their appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and relevant Rules framed there under.

The Audit Committee and the Board of Directors at their respective meetings recommend the appointment M/s. B. P. Shah & Co., Chartered Accountants, Mumbai (Firm Registration No. 109517W) as Statutory Auditors for a period of 5 years commencing from the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting.

The Board of Directors wish to place on record its sincere appreciation for the invaluable contribution of M/s. N. D. Heda & Co, Chartered Accountants during their tenure as Statutory Auditors of the Company.

20. AUDITORS’ REPORT

Notes to Accounts and Auditors remarks in their report are self-explanatory.

The Statutory Auditors’ Report do contains disclaimer in matter of adequacy of internal financial controls with reference to the financial statement. Your board have take due note of such observation, and would be taking steps towards strengthening of control riders, desirable to your company and its business. Your board would like to roll out on effective financial control system to facilitate smooth and efficient functioning of the activities of business paving way for compliance of internal control norms stated in the guidance note on ‘Audit of Internal Financial Controls over Financial Reporting’ issued by the Institute of Chartered Accountants of India.

Your board has appointed M/s. Wandrekar & Co, Chartered Accountants as Internal Auditor, to strengthen internal audit as well as an internal control system. Your board, constantly devising ways and means to strengthen internal financial controls with reference to the financial statement.

21. INTERNAL AUDITOR:

The Company has appointed M/s. Wandrekar & Co., Chartered Accountants, Mumbai as an Internal Auditor of the Company, for the three financial years, covering period FY 2015-16 to 2017-18, to undertake Internal Audit, of the financial affairs of the Company and matters connected therewith and report to Audit Committee of the Board, the Statutory Auditor, on the relevant matters.

22. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Neville Daroga & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure - II to this report.

The Secretarial Auditors’ Report do contains qualification, in respect of which your board would like to clarify that;

1. The Company has appointed a Whole Time Company Secretary on 1st September, 2016 as required under section 203(1)(ii) of the Companies Act 2013.

2. The Company has appointed Whole Time Company Secretary as Compliance Officer on 1st September, 2016 as required under regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. The promoters will take effective steps for converting their physical sharing in demat form as required under SEBI regulations.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no ‘material’ related party transactions as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard.

25. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and a statement showing the names and other particulars of the top ten employees of the Company in terms of remuneration drawn pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-III to this Report.

In terms of the provision of 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, a statement showing the names and other particulars of the every employee drawing remuneration in excess of the Limits set out in the said rules are not applicable to the Company as no Employees were employed during the year, drawing remuneration Rs. 1,02,00,000/- per annum, or Rs. 8,50,000/- per month, the ceiling limits prescribed under the said rule.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

27. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis and Corporate Governance Report together with Auditors’ Certificate thereon form part of this Report and annexed separately.

As observed by Statutory Auditors with reference to Corporate Governance Audit for FY 2016-17, as to an intermittent vacancy caused by resignation dated 9th August, 2016, of an independent director and effect thereof as to composition of three committees with minimum three members, till same vacancy being filled up on 14th November, 2016. Your directors would like to clarify that, subsequent aforesaid refereed resignation of an independent director who was also member of three committees, the talent search committee, under able guidance of nomination committee members have taken effects to identify right candidate for filling up said post of an independent director.

Pursuant to Section 149 read with Clause VI of the Schedule IV of the Companies Act, 2013, which states that vacancy of independent director who resign or is removed from the Board of the Company shall be replaced by new independent director within a period of not later more than one hundred and eighty days from the date of such resignation/ removal, as the case may be. Further Pursuant to regulation 24 (6) of SEBI ( Listing Obligation and Disclosure Requirements), 2015, which mandates for replacement of vacancy caused by resignation, not later than three months or next immediate next board meeting. Your board has filled up said vacancy in immediate practical next meeting of board of directors, which is within 120 days, the maximum gap between two board meetings.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed “Vigil Mechanism” for employees including directors of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company’s code of conduct and ethics policy. The Vigil Mechanism/Whistle Blower Policy is available on the Company’s website www.shahilogistics.com

29. DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the 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 requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An 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. The Policy is gender neutral. During the year, the 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 of dividend not en-cashed or claimed within 7 (Seven) years from the date of its transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per section 124 of the Companies Act, 2013 and the applicable rules there under. The Members advised to get their dividend encashed their dividend warrant for the period 2010-2011 and 2011-2012.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. 7,25,603/-

(b) Foreign Exchange outgo Rs. 10,22,550/33.

LISTING WITH STOCK EXCHANGES:

Your Company confirms that, it has paid the Annual Listing Fees for the year 2016-2017 to 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 which could affect the Company’s financial position have occurred between the end of the financial 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 the Companies Act, 2013 the company does not fall under the criteria of CSR Policy. Hence the company has not contributed towards CSR Activity.

36. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to all customers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, consultants, advisors, Central and State Government(s) for their consistent support and encouragement to the Company.

Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to the Company.

For and on behalf of the Board of Directors

Sarvesh Kumar Shahi Hema Kiran Thakur

Chairman & Managing Director Director

DIN: 00359535 DIN: 01363454

Date : July 10, 2017

Place: Mumbai


Mar 31, 2015

Dear Members,

The directors submit annual report of Shahi Shipping Limited (the "Company") along with the audited financial statements for the financial year ended March 31,2015.

1. Financial results

Particulars 2014-20151 2013-2014 Rs. In Lacs Rs. in Lacs

Profit Before Interest, Depreciation 260 150 & Tax

Less: Interest and Finance Charges 244 290

Less: Provision for Depreciation 390 321

Profit/(Loss) before Tax (374) (461)

Less: Provision for Taxation:

Current Tax 2 1

Deferred Tax (32) (111)

Profit/(Loss) After Tax (344) (351)

2. Dividend

In view of the losses incurred during the year under review, your Board of Directors has not recommended any dividend.

3. Company's performance

Income from operations during the current year was Rs. 18.44 Crore as against Rs.19.40 Crore in the previous year. The decline in income was about 4.95% as compared to the previous year. During year under review, finance cost was further reduced to Rs. 2.44 Crores from Rs. 2.90 Crores. Your company continues with its task to rebuild business with long term goals based on its intrinsic strength in terms of its strong brand, quality of service, customer relationships and streamlining operations.

4. Human resource development

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

5. Subsidiary companies

The Company has two subsidiaries, namely SKS waterways Ltd. & Royal Logistics (Ship) Ltd. which has not yet started their operations. Hence, the consolidated financial statement of the Shahi Shipping Limited and its subsidiaries SKS waterways Ltd, Royal Logistics (Ship) Ltd has not been prepared.

6. Directors' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15

7. Directors and key managerial personnel

The Board approved the appointments of Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani as an Independent director of the Company, who will hold the office upto the date of ensuing Annual General Meeting and who have offered themselves for appointment.

The Company has received declarations from Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani, Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

During the period, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The resolutions seeking approval of the Members for the appointment of Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with the requisition towards proposing the appointment of Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani.

The members at their EOGM held on 14th February, 2015, have also re-appointed Mr. Sarvesh Kumar Shahi as the Managing Director of the Company for the period of three years with effect from April 01,2014 to March 31,2017.

Mr. Medioma Bhada, Mr. Bansilal Bhagchand Bhawsar, Mr. Subhash Kumar and Mr. Ghanshyam Choudhary, resigned as a Director of the Company with effect from March 14, 2015. The Directors placed on record their appreciation of their valuable contributions as member of the Board during their tenure as a Director of the Company.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

8. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. Auditors

The Auditors, M/s. N. D. Heda & Co. Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of Two Years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 27th AGM.

11. Auditors' report

Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

12. Particulars of loans, guarantees and investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement.

13. Transactions with related parties

All the Related Party Transactions are entered on arm's length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note No 22(Sub clause 17) of financial statement which sets out related party disclosures.

14. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

15. Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, report and accounts are being circulated to all the shareholders excluding the aforesaid information. The Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

16. Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report given in Annexure IV with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

The Auditor Certificate on Corporate Governance Report do contains qualification with respect to the optimum combination of Board of Directors and other committee of the Board, the Board would like to clarified that the Company had appointed Two Directors (Mr. I.V. Shiv raman and Ms. Lavina Kriplani) w.e.f. April 25, 2015 to comply with the optimum combination of Board of Directors and Minimum Numbers of Directors for other committee of the Board.

The Company has formulated and published a Vigil Mechanism Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges.

17. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Neville Daroga & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The Secretarial Auditors' Report do contains qualification with respect to that the Board would like to clarify that;

1. The Company is in process of Appointment of Company secretary as required under section 203(1) (ii) of the Companies Act 2013 and Clause 47(a) of the Listing Agreement.

2. The delays in effecting transfer of Unclaimed Dividend to IEPF were caused due to oversight in calculation of days.

3. Mr. Ghyamshayam Chaudhary has been appointed as director mistakenly which is being rectified by the Directors by filing relevant forms of Resignation with ROC.

4. The Company had appointed Two Directors (Mr. I V Shiv raman and Ms. Lavina Kriplani) on April 25, 2015 to comply with the Minimum Numbers of Directors as per the Act.

5. The promoters will take effective steps for converting their shares in demat Form as required under

19. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

20. Obligation of company under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

21. Transfer of Amounts to Investor Education and Protection Fund

In terms of the provisions of Section 123 of the Companies Act, 2013 the amount of dividend not encashed or claimed within 7 (Seven) years from the date of its transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Accordingly, the unclaimed dividend in respect of financial year 2006-07 was transferred to the IEPF in July, 2015. The unclaimed dividend in respect of financial year 2007-08 is in the process of being transferred to the I EPF in accordance with the provisions of Section 123 of the Companies Act, 2013.

22. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. NIL

(b) Foreign Exchange outgo Rs. 23,193/-

23. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE where the Company's Shares are listed.

24. Corporate Social Responsibility (CSR):

During the year pursuant to the provisions of section 135 read with Schedule VII of the Companies Act, 2013 the company does not fall under the criteria of CSR Policy. Hence the company has not contributed towards CSR Activity.

25. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.shahilogistics.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

26. Internal Controls

The Company has an adequate system of internal controls commensurate with size, scale and complexity of its operations. Conscious efforts are in place on a continuous basis to ensure that all its assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to statutory and regulatory requirements.

The internal controls system of the Company are monitored and evaluated by external and internal audit, reviewed by Management and Audit Committee of the Board of Directors. Auditor's observations in confirmation to policy in force have also been received.

27. Acknowledgement

The directors thank the Company's employees, customers, vendors, investors and various others stakeholders for their continuous support.

The directors also thank the government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

On behalf of the board of directors Sarvesh Kumar Shahi Chairman and Managing Director (DIN: 00359535) Mumbai August 14, 2015


Mar 31, 2013

To The Members of SKS Logistics Limited

The directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the company for the financial year ended on 31 st March 2013.

1. FINANCIAL RESULTS:

The summary of financial results of the company for the year ended 31 st March 2013 is furnished below.

Particulars 2012-2013 2011-2012 Rs.In Lacs Rs.in Lacs

Gross Profit/Loss 582 1050

Less: Interest and Finance Charges 356 420

Less: Provision for Depreciation 438 470

Profit before Tax (212) 160

Less: Provision for Taxation:

Current Tax 32

Taxation of Earlier Year 44

Deferred Tax 55 (9)

Profit After Tax (157) 93







2. DIVIDEND:

Your directors did not recommend any dividend due to inadequacy of profits during the year. Your company continues with its task to build business with long term goals based on its intrinsic strength in terms of its strong brand, quality of service, customer relationships and streamlining operations.

3. PERFORMANCE:

Income from operations during the current year was Rs. 21.45 Crores as against Rs. 22.83 crores in the previous year. This indicates a decline of about 6.04% over the previous year. The gross profit of Rs. 5.82 crores registered a decrease of about 44.48% over the previous year''s Rs. 10.50 crores. During the current year the interest and finance charges have decreased from Rs. 4.20 crores to X 3.56 crores.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

5. POLLUTION, ENVIRONMENT AND SAFETY:

The conservation of Energy and Technology Absorption under the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable to your company. However all measures are taken by your company to ensure that conservation of energy takes place at all stages of operations of the vessels as well as onshore activities.

There is no import of technology during the current year. The details of Foreign exchange earned and out go are separately given in this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(1) In the preparation of the annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures,

(2) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account of the company for that year.

(3) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The annual accounts have been prepared on a going concern basis.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the listing agreement with the stock exchange. Management discussion and analysis report and a report on corporate governance are given as annexure "A" and "B" to this report. A certificate from the statutory auditors of the company regarding compliances of conditions of corporate governance is also enclosed hereto.

8. PARTICULARS REGARDING THE EMPLOYEES:

The information required''under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975, as amended, forms part of this report. However as per section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being circulated to all the shareholders excluding the aforesaid information. Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

9. PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. Nil

(b) Foreign Exchange outgo Rs. 1.56 Lacs

10. SUSBSIDIARIES:

The Company has formed two Joint Venture Company with Inland Waterways authority of India Company namely SKS waterways Ltd & Royal Logistics (Ship) Ltd which have not started their operations during the year. For the winding up of Shahi Shipping (BD) Ltd, necessary formalities are being in final stage. Hence the consolidated financial statement of the SKS Logistics Limited and its subsidiaries SKS waterways Ltd, Royal Logistics (Ship) Ltd & Shahi Shipping (BD) Ltd has not been prepared.

11. AUDITORS:

M/s. N. D. Heda & Co, Chartered Accountants, Mumbai, the statutory auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

12. ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record the appreciation of the technical, commercial and financial teams of the company for their untiring efforts. Your directors also wish to thank the officials of Directorate General of Shipping, Indian Registry of Shipping, Mercantile Marine Dept., Financial institutions and Banks for their continued support during the year. Your directors are also thankful to the shareholders and other business partners for the trust reposed in them. Your directors also thank the employees at all the levels without whose support the growth levels achieved by the company would never have been possible.

For and on behalf of the Board of Directors S K SHAHI

Chairman and Managing Director

Place: Mumbai

Date: 30 May 2013


Mar 31, 2012

To The Members of SKS Logistics Limited

The directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the company for the financial year ended on 31st March 2012.

1. FINANCIAL RESULTS:

The summary of financial results of the company for the year ended 31st March 2012 is furnished below.

Particulars 2011-2012 2010-2011 Rs. in Lacs Rs. in Lacs

Gross Profit 1050 1421

Less: Interest and Finance Charges 420 549

Less: Provision for Depreciation 470 479

Profit before Tax 160 393

Less: Provision for Taxation:

Current Tax 76 79

Taxation of Earlier Year 0 19

Deferred Tax :9 -32

Profit After Tax 93 327

2. DIVIDEND:

Your directors are pleased to recommend payment of dividend of Rs. 0.10 (1 %) for each equity share of Rs. 10/- each for the financial year ended 31s1 March 2012. The dividend, if declared at the AGM, will be paid to those shareholders whose names appear in the Register of Members of the Company on 26lh September 2012 or on the Register of Beneficial Owners maintained by the depositories as per the details furnished by National Securities Depository Limited and Centra! Depository Services (India) Limited for the purpose of payment of dividend. The aggregate outflow on account of equity dividend would be Rs. 16.85 Lakhs including tax on dividend.

Your company continues with its task to build business with long term goals based on its intrinsic strength in terms of its strong brand, quality of sen/ice, customer relationships and streamlining operations.

3. PERFORMANCE:

Income from operations during the current year was Rs. 22.83 Crores as against Rs. 44.22 crores in the previous year. This indicates a decline of about 52% over the previous year. The gross profit of Rs. 10.50 crores crores registered a decrease of about 26% over the previous year's Rs. 14.21 crores. During the current year the interest and finance charges have decreased from Rs. 5.48 crores to Rs. 4.21 crores.

4. FIXED DEPOSITS:

Tne company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

5. POLLUTION, ENVIRONMENT AND SAFETY:

The conservation of Energy and Technology Absorption under the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable to your company. However all measures are taken by your company to ensure that conservation of energy takes place at all stages of operations of the vessels as well as onshore activities.

There is no import of technology during the current year. The details of Foreign exchange earned and out go are separately given in this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(1) In the preparation of the annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

(2) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account of the company for that year.

(3) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The annual accounts have been prepared on a going concern basis.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the listing agreement with the stock exchange. Management discussion and analysis report and a report on corporate governance are given as annexure "A" and "B" to this report. A certificate from the statutory auditors of the company regarding compliances of conditions of corporate governance is also enclosed hereto.

8. PARTICULARS REGARDING THE EMPLOYEES:

The information required under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975, as amended, forms part of this report. However as per section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being circulated to all the shareholders excluding the aforesaid information. Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

9. PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. Nil

(b) Foreign Exchange outgo Rs. 5.31 lacs

10. SUSBSIDIARIES:

The Company has formed two subsidiary companies namely SKS waterways Ltd & Royal Logistics (Ship) Ltd which have not started its operations during the year. For the SKS Logistics (Singapore) Pte Ltd. necessary winding up process has been completed and for winding up of Shahi Shipping (BD) Ltd, necessary formalities are being in process. Hence the consolidated financial statement of the SKS Logistics Limited and its subsidiaries SKS waterways Ltd , Royal Logistics (Ship) Ltd & Shahi Shipping(BD) Ltd has not been prepared.

11. DIRECTORS

Mr. Homiyar Madan, Independent Director resigned with effect from 12/03/2012 due to personal reasons. The Board places on record its gratitude for the valuable guidance provided by Mr. Homiyar Madan during his tenure.

Capt. Subhash Kumar, a prominent Master Mariner, has been co opted as an Additional Director of the company with effect from 11th May 2012. He retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Company has received a notice from a member of the intention to propose his candidature for the post of Directorship under section 257 of the Act.

12. AUDITORS:

M/s N D Heda & Co, Chartered Accountants, Mumbai, the statutory auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224( 1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record the appreciation of the technical, commercial and financial teams of the company for their untiring efforts. Your directors also wish to thank the officials of Directorate General of Shipping, Indian Registry of Shipping, Mercantile Marine Dept., Financial institutions and Banks for their continued support during the year. Your directors are also thankful to the shareholders and other business partners for the trust reposed in them. Your directors also thank the employees at all the levels without whose support the growth levels achieved by the company would never have been possible.

For and on behalf of the Board of Directors

S K SHAHI

Chairman and Managing Director

Place: Mumbai Date: 14th August 2012


Mar 31, 2010

The directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the company for the financial year ended on 31st March 2010.

1. FINANCIAL RESULTS:

The summary of financial results of the company for the year ended 31st March 2010 is furnished below.

Particulars 2009-2010 2008-2009

Rs.In Lacs Rs.In Lacs

Gross Profit/Loss 345 1599

Less: Interest and Finance Charges 689 718

Less: Provision for Depreciation 577 763

Profit before Tax -921 118

Less: Provision for Taxation:

Current Tax 2 13

Deferred Tax -104 87

Fringe Benefit Tax Nil 10 Profit After Tax -819 8

2. DIVIDEND:

In veiw of loss in the current year your directors has not recommended any dividend.

3. PERFORMANCE:

Income from operations during the current year was Rs.29.42 crores as against Rs.32.83 crores in the previous year. This indicates decline of about 10.38% over the previous year as a result of the economic recession which continued to affect us till December 2009. The gross profit of Rs.3.45 crores registered a decrease of about 21.58% over the previous years 15.99 crores. The drop in profits is largely due to loss on sale of vessel M.V. Royal Pisces. During the current year the interest and finance charges have decreased from Rs 7.18 crores to Rs.6.84 crores.

Global economy showed signs of turnaround with Asian economies experiencing a relatively stronger rebound. Indias GDP growth for the last quarter of 2009-10 turned out to be robust, it showed record growth of 8.6% as compared to 5.8% in the same quarter of previous year.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

5. POLLUTION, ENVIRONMENT AND SAFETY:

The conservation of Energy and Technology Absorption under the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable to your company. However all measures are taken by your company to ensure that conservation of energy takes place at all stages of operations of the vessels as well as onshore activities.

There is no import of technology during the current year. The details of Foreign exchange earned and out go are separately given in this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(1) In the preparation of the annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

(2) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account of the company for that year.

(3) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The annual accounts have been prepared on a going concern basis.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the listing agreement with the stock exchange. Management discussion and analysis report and a report on corporate governance are given as annexure "A" and "B" to this report. A certificate from the statutory auditors of the company regarding compliances of conditions of corporate governance is also enclosed herewith.

8. PARTICULARS REGARDING THE EMPLOYEES:

The information required under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975, as amended, forms part of this report. However as per section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being circulated to all the shareholders excluding the aforesaid information. Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

9. PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange Earned Rs. NIL

(b) Foreign Exchange Outgo Rs. 1.52 Lacs

10. SUSBSIDIARIES:

For the SKS Logistics (Singapore) Pte Ltd. necessary winding up process has been completed and for winding up of Shahi Shipping (BD) Ltd, necessary formalities are in the final stage.

11. DIRECTORS:

Board of Directors noted with deep regret the sad demise of the Companys Promoter and Executive Director Mr F M Koli on February 09, 2010. Mr Koli was known for his dignified unassuming personality, intellect, meticulous planning and business acumen. The Board places on record its gratitude for the valuable guidance provided by Mr Koli during his association with the company since its inception.

Mr.Tony Adam, Independent Director resigned with effect from 05/05/2009 due to personal reasons. The Board places on record its gratitude for the valuable guidance provided by Mr Tony Adam during his tenure.

Mr. Homiyar Madan, a prominent Chartered Accountant, has been co opted as an Additional Director of the company with effect from 29/04/10. He retires at the ensuing Annual General Meeting but being eligible, offers himself for reappointment. The Company has received a notice from a member of the intention to propose his candidature for the post of Directorship under section 257 of the Act.

At the ensuing Annual General Meeting, Mr.B.B.Bhawsar retires by rotation and offers himself for re-appointment. The Board recommends his appointment.

12. AUDITORS:

M/s N D Heda & Co, Chartered Accountants, Mumbai, the statutory auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record the appreciation of the technical, commercial and financial teams of the company for their untiring efforts. Your directors also wish to thank the officials of Directorate General of Shipping, Indian Registry of Shipping, Mercantile Marine Dept., Financial institutions and Banks for their continued support during the year. Your directors are also thankful to the shareholders and other business partners for the trust reposed in them. Your directors also thank the employees at all the levels without whose support the growth levels achieved by the company would not have been possible

For and on behalf of the Board of Directors

Place: Mumbai S. K. Shahi

Date : 13-8-2010 Chairman and Managing Director

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