Dear Members,
The Board of Directors is delighted to present the 37th report of the business and operations of Arvind And Company Shipping Agencies Limited ("the Company"), along with the Summary of Audited Financial Statements, for the Financial Year ended on March 31, 2024.
OVERVIEW OF FINANCIAL PERFORMANCE:
Key highlights of standalone financial performance for the year ended March 31, 2024, are summarized as under:
(Rs. in Lakh)
BUSINESS OVERVIEW:
FINANCIAL PERFORMANCE:
The total income of the Company for the year ended March 31, 2024 was Rs. 1415.30 Lakh as against the total income of Rs. 841.10 Lakh for the previous year ended March 31, 2023. The Total Income of the company was increased by 68.27% over previous year. Revenue from Operations mainly includes revenue from Barge Chartering income and Hotel & Restaurant Income.
The major increase in total income of the Company is due to increase in the sales (revenue) of Company. The Revenue from Operations has increased about 68.30% in the current Financial Year as compared to previous Financial Year.
Further, during the financial year 2023-24, the total expenses have increased to Rs. 308.12 lakhs from Rs. 51.78 lakhs in the previous financial year 2022-23. The Net Profit after Tax for the financial year 2023-24, stood at Rs. 526.56 Lakhs in comparison to Rs. 374.30 Lakhs in previous year 2022-23. The profit of the Company increased about 40.68% as compared to previous financial year. The increase in profit is due to increase in revenue from operations of the company as compared to previous year.
DIVIDEND:
With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2023-24.
Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed/ unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).
TRANSFER TO GENERAL RESERVE:
During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.
COMPANY BACKGROUND:
Our Company was originally incorporated as "Arvind and Company Shipping Agencies Private Limited" as a private limited company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated September 01, 1987, issued by the Registrar of Companies, Gujarat. Subsequently Our Company was converted from a private limited company to public limited company pursuant to Shareholders resolution passed in the Extra-Ordinary General Meeting of the company dated March 27, 2023, and consequently, the name of our Company was changed to "Arvind and Company Shipping Agencies Limited" and a fresh certificate of incorporation dated April 10, 2023 was issued to our
Company by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is U61200GJ1987PLC009944.
We derive our revenue majorly from 2 business verticals, as follows: a) Chartering of Barges b) Hotel and Hospitality
INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:
The Board of Directors had, in its meeting held on Thursday, May 04, 2023, proposed the Initial Public Offer not exceeding 32,76,000 equity shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of the Company had also approved by way of Special Resolution the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on Friday, May 05, 2023.
Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and Skyline Financial Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.
The Company applied to National Stock Exchange of India Limited ("NSE") for in-principal approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, August 29, 2023, granted it s In- Principal Approval to the Company.
The Company had filed Prospectus to the Registrar of the Company, Ahmedabad on October 05, 2023. The Public Issue was opened on Thursday, October 12, 2023 and closed on Monday, October 16, 2023. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on October 19, 2023. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated October 23, 2023. The trading of equity shares of the Company commenced on October 25, 2023 at Emerge Platform of NSE.
The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for FY 2024-25 have been paid.
UTILISATION OF IPO PROCEEDS:
The Company raised funds of Rs 1474.20 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the Offer Document, the details of which are hereunder: (Rs.in Lakhs)
Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.
CHANGE IN NATURE OF BUSINESS:
During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
CHANGE IN SHARE CAPITAL:
During the year under review, the Following changes were made in the Authorized and Paid-up share capital of the Company.
Authorized Capital
? Authorized Capital of the Company increased from Rs. 1,00,000/- (Rupees One Lakhs Only) divided into 10,000 (Ten thousand Only) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lakhs Only) divided into 1,25,00,000 (One Crore Twenty-Five Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on Wednesday, April 05, 2023.
Issued, Subscribed & Paid-up Capital
? Pursuant to Right issue by the Company, the Board of Directors, in their meeting held on Friday, April 28, 2023, has allotted 1800 Equity Shares at face value of Rs. 10/-, at cash price of Rs 5221/-, and a premium of Rs. 5211/- for consideration in cash, in the ratios of 2:10 i.e., For every 10 (Ten) equity shares held on March 31, 2023, 2 (Two) new equity shares.
? Pursuant to Bonus issue of Equity Shares by the Company, the Board of Directors, in their meeting held on Friday May 05, 2023, has allotted 88, 50,000 Equity Shares out of the securities premium account/or free reserve of the company in proportion of 750:1 i.e. 750 (Seven Hundred Fifty) Bonus Equity Shares for every 1 (One) Equity Share held on Friday, May 05th, 2023.
? Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on Thursday, May 04, 2023, has allotted total 32,76,000 Equity Shares Rs. 10/- each at price of Rs. 45/- per Equity Share (Including a share premium of 35/- Per Equity Share) aggregating to Rs. 14,74,20,000/- to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.
The Share Capital of the Company after these changes stood as follows as on the date of Report:
AUTHORIZED CAPITAL:
The Authorized Capital of the Company is Rs. 12,50,00,000/- (Rupees Twelve Crores Fifty Lakhs) divided into 1,25,00,000 (One Crore Twenty-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
The present Paid-up Capital of the Company is Rs. 12,13,78,000/- (Rupees Twelve Crore Thirteen Lakhs Seventy-Eight Thousand) divided into 1,21,37,800 (One Crore Twenty-One Lakh Thirty-Seven Thousand Eight Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report, the Board comprises of the following Directors;
1
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
BOARD MEETINGS:
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 20 (Twenty) times as on April 03, 2023; April 10, 2023; April 28, 2023; April 30, 2023; May 02, 2023; May 04 2023; May 05, 2023; May 10, 2023; July 06, 2023; July 27, 2023; August 11, 2023; August 12, 2023; September 21, 2023; October 05, 2023; October 19, 2023; November 14, 2023; January 24, 2024; March 06, 2024; March 07, 2024; March 08, 2024.
The details of attendance of each Director at the Board Meetings are given below:
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
GENERAL MEETINGS:
During the year under review, the following General Meetings were held, the details of which are given as under:
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the Act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
A separate meeting of Independent Directors was held on March 20, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.arvindshipping.com/policies/Terms%20and%20Conditions%20for%20appointment%20of%20Independent %20Director.pdf
INFORMATION ON DIRECTORATE:
During the year under review, there was following change in constitution of the Board of Directors of the Company.
CHANGE IN BOARD COMPOSITION:
Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished below: a) Appointment of Directors during the financial year 2023-24: i. In the Board Meeting held on April 28, 2023:
? Mr. Vijay Shamjibhai Dattani (DIN: 06913999) was appointed as an Additional Director (Non-Executive Independent Director) on the Board of the company w.e.f. April 28, 2023 to hold office till the conclusion of the ensuing General Meeting.
? Mr. Vipulchandra Sureshchandra Acharya (DIN: 07628071) was appointed as an Additional Director (Non-Executive Independent Director) on the Board of the company w.e.f. April 28, 2023 to hold office till the conclusion of the ensuring General Meeting.
b) Change in designation of directors during the financial year 2023-24:
i. In the Extraordinary General Meeting held on April 05, 2023:
? In the Extraordinary General Meeting of the Members held on April 05, 2023, Mr. Arvind Kantilal Shah (DIN: 00094647) designation was Change from Director to Chairman cum Managing Director of the company for a period of five (5) years with effect from April 05, 2023, liable to retire by rotation on recommended by board director in there meeting held on date April 03, 2023.
? In the Extraordinary General Meeting of the Members held on April 05, 2023, Mr. Vinit Arvind Shah (DIN: 00094898) designation was change Director to Whole Time Director of the company for a period of five (5) years with effect from April 05, 2023, liable to retire by rotation on recommended by board director in there meeting held on date April 03, 2023.
c) Regularization of directors:
? In the Extraordinary General Meeting of the Members held on May 05, 2023, Mr. Vijay Shamjibhai Dattani (DIN: 06913999) Additional Independent Director of the company has been regularized and appointed as an Independent Director of the company for a period of five consecutive years up to April
27 , 2028 not liable to retire by rotation.
? In the Extraordinary General Meeting of the Members held on May 05, 2023, Mr. Vipulchandra Sureshchandra Acharya (DIN: 07628071) Additional Independent Director of the company has been regularized and appointed as an Independent Director of the company for a period of five consecutive years up to April 27, 2028 not liable to retire by rotation.
d) Retirement by rotation and subsequent re-appointment:
? Mr. Arvindbhai Kantilal Shah (DIN: 00094647), Chairman Cum Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 37th Annual General meeting.
KEY MANAGERIAL PERSONNEL:
During financial year 2023-24, in accordance with Section 203 of the Companies Act, 2013, the Company has appointed:
1. Mr. Arvindbhai Kantilal Shah as a Chairman cum Managing Director of the Company w.e.f, April 05, 2023.
2. Mr. Vinit Arvind Shah as a Whole Time Director of the Company w.e.f April 05, 2023.
3. Ms. Richie Dhrumil Vandra as a Company Secretary and Compliance Officer of the Company w.e.f August 11, 2023.
As on date of this report, the Company has Mr. Arvindbhai Kantilal Shah as a Chairman cum Managing Director of the Company w.e.f, April 05, 2023, Mr. Vinit Arvind Shah as a Whole Time Director of the Company w.e.f April 05, 2023, Ms. Richie Dhrumil Vandra as a Company Secretary and Compliance Officer of the Company w.e.f August 11, 2023, Mr. Hardik Maheshbhai Chavda (CFO) & Mr. Hardik Kateshiya (CEO) of the Company who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.
CHANGE IN REGISTERED OFFICE:
During the financial year 2023-24, there was a change in registered office of the company in the Board Meeting held on April 01, 2023 within the local limits of city, town or village i.e., from 5th Floor, City Point, Opp. Town Hall, Jamnagar, Gujarat, India, 361001 to 701 to 702, Fifth Floor, City Point, Nr. Town Hall, Kalavad, Gujarat, 361001, India.
PERFORMANCE 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 Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
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. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
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:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors 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 or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the Act, has formed various committees, details of which are given hereunder.
A. AUDIT COMMITTEE
The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013.
During the Financial year 2023-24, in the Board meeting held on Thursday, May 04, 2023, Board constituted Audit Committee of the company which comprised three directors; Mr. Vipulchandra Sureshchandra Acharya (Non-Executive Independent Director) as Chairperson, Mr. Piyush Chimanlal Vora (Non-Executive Director) as Member and Mr. Vijay Shamjibhai Dattani (Non-Executive Independent Director) as Member.
Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the
Committee. During the year under review, Audit Committee met 5 (Five) times on May 08, 2023, May 10, 2023, June 12, 2023, November 14, 2023 and January 24, 2024.
The composition of the Audit Committee is as given below:
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.
Recommendations of Audit Committee, wherever/whenever given, will be accepted by the Board of Directors.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of
Company s Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www.arvindshipping.com/policies/Vigil%20Mechanisam%20(Whistle%20Blower)%20Policy.pdf.
B. STAKEHOLDER S RELATIONSHIP COMMITTEE:
The Company has formed Stakeholder s Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.
During the Financial year 2023-24, in the Board meeting held on Thursday, May 04, 2023, Board constituted Stakeholder s Relationship Committee which comprised three directors; Mr. Piyush Chimanlal Vora (Non-Executive Director) as Chairperson, Mr. Vipulchandra Sureshchandra Acharya (Non-Executive Independent Director) and Mr. Arvind Kantilal Shah (Chairman cum Managing Director) as Members.
The Company has constituted Stakeholder s Relationship Committee mainly to focus on the redressal of Shareholders /
Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholder s Relationship Committee met 1
(One) times on March 06, 2024
The Stakeholders Relationship Committee shall meet at least once in financial year. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.
The composition & attendance of the Stakeholder s Relationship Committee is as given below:
Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
C. NOMINATION AND REMUNERATION COMMITTEE:
The Company has formed Nomination and Remuneration Committee in line with the provisions Section 178 of the Companies Act, 2013.
During the Financial year 2023-24, in the Board meeting held on Thursday, May 04, 2023, Board constituted the Nomination and Remuneration Committee which comprised three directors; Mr. Vipulchandra Sureshchandra Acharya (Non-Executive Independent Director) as Chairperson, Mr. Vijay Shamjibhai Dattani (Non-Executive Independent Director) as Member and Mrs. Parul Arvind Shah (Non-Executive Director) as Member.
Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee meetings met 2 (Two) times on August 11, 2023 and March 08, 2024.
The composition & attendance of the Nomination and Remuneration Committee is as given below:
NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.arvindshipping.com/policies/Nomination%20and%20Remuneration%20Policy.pdf.
REMUNERATION OF DIRECTOR:
The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. https://www.arvindshipping.com/annual_returns.html
PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company s website at https://www.arvindshipping.com/annual_returns.html
TRANSACTIONS WITH RELATED PARTIES:
All the Related Party Transactions entered into during the financial year were on an Arm s Length basis and in the Ordinary Course of Business. There are material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, The same is mentioned in Form AOC-2 as annexed in Annexure "A".
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.
The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company.
MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-B.
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on 31st March, 2024 Company Does not have any Subsidiary, Associate and Joint Venture Companies.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2023-24, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed of and nil complaints remained pending as of March 31, 2024. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https://www.arvindshipping.com/policies/Anti%20Sexual%20Harassment%20Policy.pdf.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy
i. The steps taken or impact on conservation of energy:
Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible saving of energy is achieved. ii. The steps taken by the Company for utilizing alternate sources of energy:
No alternate source has been adopted. iii. The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.
B. Technology absorption
i. The effort made towards technology absorption: Not Applicable.
ii. The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.
a) The details of technology imported: Nil. b) The year of import: Not Applicable. c) Whether the technology has been fully absorbed: Not Applicable. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable. e) The expenditure incurred on Research and Development: Nil f) Foreign Exchange Earnings & Expenditure:
i. Details of Foreign Exchange Earnings: NIL ii. Details of Foreign Exchange Expenditure: NIL
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.
M/s. Sarvesh Gohil & Associates, Chartered Accountants (FRN: 156550W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure F to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.
The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2024, is exceeding Rs. 5.00 Crore (rupees five crore only). According to Section 135(9) of the Companies Act, 2013, if a company's expenditure under sub-section (5) is less than fifty lakh rupees and it does not have any funds in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company. Therefore, company doesn t require constituting Corporate Social Responsibility Committee. Further, the Board of Directors has approved the Corporate Social Responsibility Policy, The CSR Policy is available on the website of the company.
CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. In the financial year 2023-24, we were unable to fulfill the CSR obligation of Rs. 4, 23,116 (Rupees Four Lakh Twenty-Three Thousand One Hundred Sixteen Only), equivalent to 2% of the average net profit over the last three financial years. However, the Company will allocate this unutilized amount to a Fund outlined in Schedule VII, within six months after the end of the financial year, specifically by September 30, 2024.
The Company s CSR Policy Statement and Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on 31st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 can be found in Annexure "C" of this report. CSR Policy is available on the
Company s Website.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-D.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Sarvesh Gohil & Associates, Chartered Accountant, Jamnagar (FRN: 156550W), were appointed as Statutory Auditors of the Company in the Annual General Meeting held on November 30, 2021 to hold office till conclusion of the fifth Annual General Meeting (AGM) of the company.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. P. R. Nakum & Associates, Chartered Accountants (FRN: 0147034W), as Internal Auditor of the Company.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
MAINTENANCE OF COST RECORD:
Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:
There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future. The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the period under review, no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).
SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal Kothari & Associates, Company Secretaries as the Secretarial Auditor of the company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-E to this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-
WEBSITE:
Your Company has its fully functional website www.arvindshipping.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
INDUSTRIAL RELATIONS
During the year under review, industrial relations remained harmonious at all our offices and establishments.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;
(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) There is no revision in the Board Report or Financial Statement; (iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future;
APPRECIATIONS & ACKNOWLEDGEMENT:
Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.
Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.