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)
| Particulars |
2023-24 |
2022-23 |
| Revenue From Operations |
1415.12 |
840.85 |
| Other Income |
0.18 |
0.25 |
| Total Income |
1415.30 |
841.10 |
| Less: Total Expenses before Depreciation, Finance Cost and Tax |
308.12 |
51.78 |
| Profit before Depreciation, Finance Cost and Tax |
1107.18 |
789.32 |
| Less: Depreciation |
259.30 |
205.57 |
| Less: Finance Cost |
137.04 |
103.18 |
| Profit Before Exceptional & Extra-Ordinary Item & Tax |
710.84 |
480.57 |
| Add: Exceptional Items |
- |
39.42 |
| Profit Before Extra-Ordinary Item & Tax |
710.84 |
519.99 |
| Less: Current Tax |
130.18 |
86.80 |
| Less: Deferred tax Liability (Asset) |
54.10 |
58.89 |
| Profit after Tax |
526.56 |
374.30 |
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)
| Sr. No. Original Object |
Original Allocation |
Funds March 31, 2024 Utilized upto |
| 1. Purchase of Barges |
1102.00 |
1102.00 |
| 2. General Corporate Purpose |
182.05 |
182.05 |
| 3. Public Issue Related Expenses |
190.15 |
190.15 |
| Total |
1474.20 |
1474.20 |
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;
|
|
|
|
No. of Committee1 |
|
| Name of Director |
Category Designation Cum |
Date of Appointment at current Term & designation |
Total Director Ships in other co.2 |
in which Director is Members |
in which Director is Chairman |
No. of Shares held as on March 31, 2024 |
| Mr. Arvind Kantilal Shah |
Chairman Cum Managing Director |
April 05, 2023 |
9 |
1 |
- |
61,58,200 |
| Mr. Vinit Arvind Shah |
Whole time Director |
April 05, 2023 |
5 |
- |
- |
11,26,500 |
| Mr. Piyush Chimanlal Vora |
Non- Executive Director |
March 25, 2023 |
7 |
2 |
1 |
- |
| Mrs. Parul Arvind Shah |
Non- Executive Director |
March 27, 2023 |
- |
- |
- |
4,50,600 |
| Mr. Vijay Shamjibhai Dattani |
Non- Executive Independent Director |
May 05, 2023 |
1 |
3 |
|
- |
| Mr. Vipulchandra Sureshchandra Acharya |
Non- Executive Independent Director |
May 05, 2023 |
1 |
4 |
2 |
- |
1 Committee includes Audit Committee and Shareholders' Grievances &
Relationship Committee across all Public Companies including our Company. 2 excluding
Section 8 Company, struck off Company, Amalgamated Company and LLPs
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:
| Name of Director |
Date of Original Appointment |
Date of Appointment at current Term |
Date of Cessation |
Number of Board Meetings Eligible to attend |
Number of Board Meetings attended |
| Mr. Arvind Kantilal Shah |
September 01, 1987 |
April 05, 2023 |
- |
20 |
20 |
| Mr. Vinit Arvind Shah |
November 01, 2020 |
April 05, 2023 |
- |
20 |
20 |
| Mr. Piyush Chimanlal Vora |
April 01, 1998 |
March 25, 2023 |
- |
20 |
20 |
| Mrs. Parul Arvind Shah |
March 25, 2023 |
March 27, 2023 |
- |
20 |
20 |
| Mr. Vijay Shamjibhai Dattani |
April 28, 2023 |
May 05, 2023 |
- |
17 |
17 |
| Mr. Vipulchandra |
April 28, 2023 |
May 05, 2023 |
- |
17 |
17 |
| Sureshchandra Acharya |
|
|
|
|
|
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:
| Sr. No. Type of General Meeting |
Date of General Meeting |
| 1. Extra Ordinary General Meeting |
April 05, 2023 |
| 2. Extra Ordinary General Meeting |
May 05, 2023 |
| 3. Annual General Meeting |
July 31, 2023 |
| 4. Extra Ordinary General Meeting |
August 11, 2023 |
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:
|
|
|
|
Number of meetings during the financial year 2023-24 |
| Nam of Committee Members |
DIN |
Category |
Designation |
Eligible attend |
to Attended |
| Mr. Vipulchandra Sureshchandra Acharya |
07628071 |
Non-Executive Independent Director |
Chairperson |
5 |
5 |
| Mr. Piyush Chimanlal Vora |
00296074 |
Non-Executive Director |
Member |
5 |
5 |
| Mr. Vijay Shamjibhai Dattani |
06913999 |
Non-Executive Independent Director |
Member |
5 |
5 |
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:
|
|
|
|
Number of meetings during the financial year 2023-24 |
| Name of Committee Members |
DIN |
Category |
Designation |
Eligible to Attend |
Attended |
| Mr. Piyush Chimanlal Vora |
00296074 |
Non-Executive Director |
Chairperson |
1 |
1 |
| Mr.Vipulchandra Sureshchandra Acharya |
07628071 |
Non-Executive Independent Director |
Member |
1 |
1 |
| Mr. Arvind Kantilal Shah |
00094647 |
Chairman cum Managing Director |
Member |
1 |
1 |
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:
|
|
|
|
Number of meetings during the financial year 2023-24 |
| Name of Committee Members |
DIN |
Category |
Designation |
Eligible attend |
to Attended |
| Mr. Vipulchandra Sureshchandra Acharya |
07628071 |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
| Mr. Vijay Shamjibhai Dattani |
06913999 |
Non-Executive Independent Director |
Member |
2 |
2 |
| Mrs. Parul Arvind Shah |
00346068 |
Non-Executive Director |
Member |
2 |
2 |
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:-
| Sr. No. Compliance Requirement (Regulations/ Circulars
/ Guidelines Including Specific Clause) |
Deviations |
Observations/ Remarks of the Practicing Company Secretary |
Reply by Management |
| 1. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading)
Regulations, 2015. |
Delay by Company in entering majority of UPSI Sharing Entries in software (Structured
Digital Database) |
Delay by Company in entering of One UPSI Sharing Entries in software (Structured
Digital Database) |
Delay was unintentional, to make all compliance within due date, UPSI sharing entries
into software got delayed. Management of Company will be more alert in making entries of
UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons. |
| 2. Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015
(PIT Regulation)- Closure of Trading Window |
Delay in closure of Trading Window |
Company had delay of 12 days in uploading of Closure of Trading Window for half yearly
result, i.e. September 30, 2023. |
Delay was unintentional Company got listed on October 25, 2023, after the quarter
ended September 30, 2023, We inadvertently failed to observe that requirement to comply
with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT
Regulation) pertaining to Closure of Trading Window. Management of Company will take due
care to comply with all regulations SEBI PIT Regulations and other applicable regulations |
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.
| Registered office: |
For and on behalf of Board of Directors |
|
| 701 To 702, City Point, 5th Floor, Opp. Town |
Arvind & Company Shipping Agencies Limited |
|
| Hall, Jamnagar - 361001, Gujarat |
CIN: U61200GJ1987PLC009944 |
|
|
Sd/- |
Sd/- |
|
Arvindbhai Kantilal Shah |
Vinit Arvind Shah |
| Place: Jamnagar |
Chairman cum Managing Director |
Whole time Director |
| Date: August 09, 2024 |
DIN: 00094647 |
DIN: 00094898 |
|