Dear Shareholders,
The Board of Directors hereby submits the 1st Report on the
business and operations of your company ("the Company) together with the Standalone
& Consolidated Audited Financial Statements for the financial year ended on 31st
March, 2025. ("FY 2024-25").
FINANCIAL HIGHLIGHTS:
The Financial performances of the Company for the financial year ended
on 31st March, 2025 are as follows: -
| Particulars |
Standalone Year Ended |
Consolidated Year Ended |
|
F.Y. 2024-25 |
F.Y. 2024-25 |
| Revenue from Operations |
5840.82 |
5840.82 |
| Other Income |
27.61 |
27.61 |
| Total Revenue |
5868.43 |
5868.43 |
| Expenditure |
|
|
| Employee Benefits Expenses |
87.31 |
87.31 |
| Other Expenses |
4179.26 |
4179.35 |
| Total Expense |
4266.57 |
4266.66 |
| Net Profit/(Loss) Before Tax |
1919.87 |
1919.78 |
| Less: Tax expenses: |
|
|
| Current Tax |
360.43 |
360.43 |
| Deferred tax (Asset)Income |
119.76 |
119.73 |
| Tax for earlier years |
- |
- |
| Net Profit/(Loss) After Tax |
1439.69 |
1439.62 |
BUSINESS OVERVIEW:
Financial Performance:
As this is the Company's first financial statement post-incorporation,
no comparative figures for the previous financial year are available.
• For the financial year ended March 31, 2025, the Company
recorded a Standalone Total Income of Rs.5,868.43 million and a Consolidated Total Income
of Rs.5,868.43 million.
• The Net Profit after Tax for the year stood at Rs.1,439.69
million on a standalone basis and Rs.1,439.62 million on a consolidated basis.
Dividend:
With a view to conserving resources and strengthening the financial
position of the Company for future growth opportunities, the Board of Directors has not
recommended any dividend for the financial year 2024-25.
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 constituted as a partnership firm namely, M/s Shreeji
Shipping through deed of partnership dated June 14, 1995 (the "Partnership").
Subsequently, the Partnership was converted to a private limited company, pursuant to a
resolution passed at the meeting of Partners dated March 02, 2024. Consequently, the name
of our Company was changed to "Shreeji Shipping Global Private Limited" and a
fresh certificate of incorporation consequent upon change of name was issued by the
Registrar of Companies ("ROC") on April 11, 2024.
Our Company received the approval of its shareholders at their
extra-ordinary general meeting held on October 17, 2024 for conversion of the Company into
a public limited company, the name of our Company was thereafter changed to "Shreeji
Shipping Global Limited" and a fresh certificate of incorporation consequent upon
change of name upon conversion to public limited company was issued to our Company by the
ROC on November 18, 2024.
Our company is engaged in the Shipping and Logistic industry. The
company is a provider of end to end shipping and logistic solutions including Cargo
Handling Services consisting of various services such as Ship-to-Ship (STS) lightering,
stevedoring services, custom documentation, High heaping, water sprinkling, inland
transportation, equipment hiring and other ancillary services. The issuer company primary
deals in Dry bulk cargo including coal, clinker, bauxite, cement, salt, fertilizer,
iron-ore, pet coke, Sulphur, limestone and other commodities.
Filing of Draft Red Herring Prospectus:
The Board of Directors of the Company, at its meeting held on Monday,
December 02, 2024, considered and approved a proposal to undertake an Initial Public Offer
(IPO) comprising a fresh issue of equity shares not exceeding 2,00,00,000 (Two Crores
only) equity shares (the "Fresh Issue"), at such price as may be determined by
the Board of Directors in consultation with the Book Running Lead Manager(s) appointed for
the said IPO.
Further, the Members of the Company, at the Extra-Ordinary General
Meeting held on Monday, December 02, 2024, accorded their approval for the said Initial
Public Offer, including the Fresh Issue of equity shares.
Pursuant to the approvals of the Board of Directors and the Members of
the Company, the Company has subsequently filed its Draft Red Herring Prospectus (DRHP)
dated January 24, 2025, with BSE Limited ("BSE") and the National Stock Exchange
of India Limited ("NSE") in accordance with the provisions of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended.
Change in Nature of Business:
During the period under review, the Board of Directors, at its meeting
held on December 09, 2024, in view of company's business expansion strategies and approved
the inclusion of new business activities, including the formation of SPVs or joint
ventures and entering the manpower supply sector, to diversify revenue streams and
leverage growth opportunities. As the existing Main Object Clause of the Memorandum of
Association does not cover these areas, the Board approved the amendment of the Object
Clause by inserting sub-clauses (4) and (5) under Clause 3[A], following the existing
subclause (3) of the Memorandum of Association of the Company.
Sub Clause No. (4) And (5) as addition to the Main Object Clause of the
Memorandum of Association of Company is as under: -
4. To undertake feasible projects on a comprehensive basis, or to
incorporate one or more companies as Special Purpose Vehicles (SPVs) or joint ventures
with any other company, firm, or statutory bodies, for the purpose of carrying out such
feasible projects. The Company shall have the authority to wholly own such companies or
permit equity participation by other parties in such companies, as may be deemed necessary
or appropriate for the successful execution of the projects, which may be capable of being
carried on or conducted, directly or indirectly, to benefit the Company. The Company
shall, from time to time, determine the terms and conditions for the formation,
management, and control of such companies, in compliance with all applicable laws,
regulations, and statutory requirements.
5. To carry on the business of supplying manpower, hiring, and
recruiting, including skilled, semi-skilled, and unskilled workers, for the business
ventures in which the Company is or may become involved, in addition to its primary
business operations, also Company may assign personnel to any of its business operations
or projects. The use of manpower for
other business interests shall not affect the Company's existing
commitments to clients, partners, or employees, and the Company shall not be liable for
any disruptions or conflicts arising from such allocation.
Share Capital:
During the year under review, following changes were made in the
Authorized and Paid-up share capital of the Company. Increase in Authorised Share Capital
¦ Authorised Share Capital of the Company increased from Rs.
10,00,000/- (Rupees Ten Lakhs Only) divided into 1,00,000 (One Lakh) equity shares of Rs.
10/- (Rupees Ten Only) each to Rs. 1,70,00,00,000/- (Rupees One Hundred Seventy Crore
Only) divided into 17,00,00,000 (Seventeen Crore) 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 Friday, July 05, 2024.
Rights Issue of Equity Shares
¦ In the Extra-Ordinary General Meeting held on September 05,
2024, the members of the Company approved, by way of Special Resolution, the Right Issue
of equity shares through conversion of unsecured loans extended by the shareholders.
Pursuant to the same, the Board of Directors, in its meeting held on September 05, 2024,
approved the issuance of 4,654 equity shares at a price of Rs. 3,60,818 per share by way
of Right Issue, in the ratio of 2,327 equity shares for every 50,000 equity shares held as
on the record date, i.e., September 05, 2024.
Subsequently, the Board of Directors, in its meeting held on September
09, 2024, approved the allotment of 4,654 equity shares to the respective allottees under
the Right Issue.
Bonus Issue of Equity Shares
¦ The Board of Directors, in its meeting held on September 12,
2024, and with the approval of shareholders through a Special Resolution passed on the
same day, approved the issue and allotment of 14,65,15,600 (Fourteen Crores Sixty-Five
Lakhs Fifteen Thousand Six Hundred) Bonus Equity Shares of Rs.10/- each. The Bonus Shares
were issued out of the securities premium account and/or free reserves of the Company in
the ratio of 1400:1, i.e., 1,400 Bonus Equity Shares for every 1 Equity Share of Rs.10/-
each held as on the record date, September 12, 2024.
¦ The Board subsequently approved the allotment of the said
Bonus Shares to eligible shareholders in its meeting held on September 12, 2024.
The Share Capital of the Company after these changes stood as follows
as on the date of Report:
Authorized Capital
The present Authorized Share Capital of the Company is Rs.
1,70,00,00,000/- (Rupees One Hundred Seventy Crore Only) divided into 17,00,00,000
(Seventeen Crore) equity shares of Rs. 10/- (Rupees Ten Only) each.
Issued, Subscribed & Paid-Up Capital
The present Paid-up Share Capital of the Company is Rs.
1,46,62,02,540/- (Rupees One Hundred Forty-Six Crore Sixty-Two Lakhs Two Thousand Five
Hundred Forty Only) divided into 14,66,20,254 (Fourteen Crore Sixty-Six Lakh Twenty
Thousand Two Hundred Fifty-Four) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Board Composition during the financial year 2024-25 and up
to the date of this report is furnished as below:
a) Appointment of Directors during the financial year 2024-25: -
| Name of Directors/KMP |
Particulars |
Date of Board/General Meeting |
Date of Cessation |
| 1. Ashokkumar Lal (DIN: 01736933) |
Appointment as First Director in the
Company. |
April 11, 2024 |
|
| 2. Jitendra Haridas Lal (DIN: 00991555) |
Appointment as First Director in the
Company. |
April 11, 2024 |
- |
| 3. Thomaskutty Varghese (DIN: 10552412) |
Board has approved appointment as Additional
Non-Executive Independent Director of the company w.e.f. October 09, 2024. |
October 09, 2024 (Board Meeting) |
|
| 4. Vipulchandra Sureshchandra Acharya (DIN:
07628071) |
Board has approved appointment as Additional
Non-Executive Independent Director of the company w.e.f. October 09, 2024. |
October 09, 2024 (Board Meeting) |
|
| 5. Ashokkumar Lal (DIN: 01736933) |
Board has approved change in designation
from Executive Director to Chairman & Managing Director of the Company subject to
Shareholder's Approval in ensuing general meeting. |
November 21, 2024 (Board Meeting) |
|
| 6. Jitendra Haridas Lal (DIN: 00991555) |
Board has approved change in designation
from Executive Director to Joint Managing Director of the Company subject to Shareholder's
Approval in ensuing general meeting. |
November 21, 2024 (Board Meeting) |
|
| 7. Archanaba Krunalsinh Gohil |
Board has approved appointment as Company
Secretary & Compliance Officer of the company w.e.f. November 21, 2024 |
November 21, 2024 (Board Meeting) |
|
| 8. Harshida Jayesh Bhanushali |
Board has approved appointment as Chief
Financial Officer of the company w.e.f. November 21, 2024 |
November 21, 2024 (Board Meeting) |
|
| 9. Viral M Mamtora (DIN: 08440935) |
Board has approved appointment as Additional
Non-Executive Independent Director of the company w.e.f. November 21, 2024. |
November 21, 2024 (Board Meeting) |
Resigned on March 01, 2025 due to personal
reasons. |
| 10. Sheelaben Mansukhlal Dattani (DIN:
10856144) |
Board has approved appointment as Additional
Non-Executive Independent Director of the company w.e.f. November 29, 2024. |
November 21, 2024 (Board Meeting) |
|
| 11. Ashokkumar Lal (DIN: 01736933) |
Shareholders have approved Change in
Designation from Executive Director to Chairman & Managing Director w.e.f November 22,
2024 for a period of 5 years in their Extra Ordinary General Meeting. |
November 22, 2024 (Extra Ordinary General
Meeting) |
|
| 12. Jitendra Haridas Lal (DIN: 00991555) |
Shareholders have approved Change in
Designation from Executive Director to Joint Managing Director w.e.f November 22, 2024 for
a period of 5 years in their Extra Ordinary General Meeting. |
November 22, 2024 (Extra Ordinary General
Meeting) |
|
| 13. Thomaskutty Varghese (DIN: 10552412) |
Shareholders approved the Regularization as
Non-Executive Independent Director of the company in their Extra Ordinary General Meeting. |
November 22, 2024 (Extra Ordinary General
Meeting) |
|
| 14. Vipulchandra Sureshchandra Acharya (DIN:
07628071) |
Shareholders approved the Regularization as
Non-Executive Independent Director of the company in their Extra Ordinary General Meeting. |
November 22, 2024 (Extra Ordinary General
Meeting) |
|
| 15. Viral M Mamtora (DIN: 08440935) |
Shareholders approved the Regularization as
Non-Executive Independent Director of the company in their Extra Ordinary General Meeting. |
November 22, 2024 (Extra Ordinary General
Meeting) |
Resigned on March 01, 2025 due to personal
reasons. |
| 16. Sheelaben Mansukhlal Dattani (DIN:
10856144) |
Board has approved appointment as Additional
Non-Executive Women Independent Director of the company w.e.f. November 29, 2024 (i.e.
date of obtaining valid DIN form the Ministry of corporate affairs) |
November 21, 2024 (Board Meeting) |
|
| 17. Sheelaben Mansukhlal Dattani (DIN:
10856144) |
Shareholders approved the Regularization as
Non-Executive Independent Director of the company in their Extra Ordinary General Meeting. |
November 30, 2024 (Extra Ordinary General
Meeting) |
|
| 18. Suresh Amritlal Joshi (DIN: 10979629) |
Board has approved appointment as Additional
Non-Executive Independent Director of the company w.e.f. March 01, 2025. |
March 01, 2025 (Board Meeting) |
|
| 19. Suresh Amritlal Joshi (DIN: 10979629) |
Shareholders approved the Regularization as
Non-Executive Independent Director of the company in their Extra Ordinary General Meeting. |
March 01, 2025 (Extra Ordinary General
Meeting) |
|
b) Appointment/Cessation/Changes of Directors/KMP after closure of the
financial year:
No changes occurred in board composition after the closure of Financial
Year.
Board Meeting:
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 41
(Forty-One) as follows:
April 12, 2024; April 25, 2024; April 26, 2024; May 17, 2024; June 01,
2024; June 28, 2024; July 05, 2024; July 22, 2024; August 07, 2024; September 05, 2024;
September 09, 2024; September 12, 2024 (11:00 A.M.) ; September 12, 2024 (05:30 P.M.) ;
September 19, 2024; September 23, 2024; October 09, 2024; October 14, 2024; October
16,2024; October 22,2024; November 18,2024; November 21,2024; November 22,2024; November
23,2024; November 29,2024; December 02, 2024; December 09, 2024; December 18, 2024;
December 19, 2024; December 29,2024, January 01, 2025; January 07,2025, January 24,2025,
January 27, 2025; January 28, 2025; January 30, 2025; February 08,2025, February 20, 2025;
February 27, 2025; March 01, 2025; March 07, 2025 and March 12, 2025.
The gap between two consecutive meetings was not more than 120 (one
hundred twenty) days as provided in section 173 of the Act.
The details of attendance of each Director at the Board Meetings are
given as below:
| Name of Director |
Date of Original Appointment |
Date of Cessation |
Number of Board Meetings Eligible to attend |
Number of Board Meetings attended |
| Ashokkumar Haridas Lal |
April 11, 2024 |
- |
41 |
41 |
| Jitendra Haridas Lal |
April 11, 2024 |
- |
41 |
41 |
| Thomaskutty Varghese |
October 09, 2024 |
- |
25 |
25 |
| Vipulchandra Sureshchandra Acharya |
October 09, 2024 |
- |
25 |
25 |
| Sheelaben Mansukhlal Dattani |
November 29,2024 |
- |
17 |
17 |
| Viral M Mamtora |
November 21, 2024 |
March 01, 2025 |
20 |
20 |
| Suresh Amritlal Joshi |
March 01, 2025 |
- |
2 |
2 |
General Meetings:
During the year under review, the following General Meetings were held,
the details of which are given as under:
| Type of General Meeting |
Date of General Meeting |
| 1. Extra Ordinary General Meeting |
June 01,2024 |
| 2. Extra Ordinary General Meeting |
July 05,2024 |
| 3. Extra Ordinary General Meeting |
September 05,2024 |
| 4. Extra Ordinary General Meeting |
September 12,2024 |
| 5. Extra Ordinary General Meeting |
October 17,2024 |
| 6. Extra Ordinary General Meeting |
November 22,2024 |
| 7. Extra Ordinary General Meeting |
November 30,2024 |
| 8. Extra Ordinary General Meeting |
December 02,2024 |
| 9. Extra Ordinary General Meeting |
December 31,2024 |
| 10. Extra Ordinary General Meeting |
March 01,2025 |
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:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the act that they meet the criteria of independence laid
down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company
have registered themselves in the Independent Director Data Bank. In the opinion of the
Board, all our Independent Directors possess requisite qualifications, experience,
expertise including the Proficiency and hold high standards of integrity for the purpose
of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
A separate meeting of Independent Directors was held on March 12, 2025
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.
Change in Registered office:
During the year under review, there was no change in Registered Office
of the Company.
Formal Evaluation of the Board, its activities and of Individual
Director:
Since the Company has been converted into a Public Limited Company with
effect from November 18, 2024, the provisions of Rule 8(4) of the Companies (Accounts)
Rules, 2014, pertaining to the formal evaluation of the Board, individual Directors, and
their performance on an annual or half-yearly basis are not applicable. Accordingly, the
said details have not been provided herein.
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, 2025,
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, 2025 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.
The company got converted from Private Limited Company to Public
Limited company w.e.f. November 18, 2024. After conversion of company, in the Board
meeting held on Monday, December 02, 2024, Board constituted Audit Committee of the
company which comprised six directors;
During the year under review, Audit Committee met 2 times, i.e., on
December 29, 2024 and January 07, 2025. The composition & attendance of the Audit
Committee are as given below:
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
Number of Meetings During the
Financial Year 2024-25 |
|
|
|
|
Eligible to Attend |
Attended |
| Viral Mukeshbhai Mamtora |
08440935 |
Independent Director |
Chairperson |
2 |
2 |
| Sheela Mansukhlal Dattani |
10856144 |
Independent Director |
Member |
2 |
2 |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Member |
2 |
2 |
| Thomaskutty Varghese |
10552412 |
Independent Director |
Member |
2 |
2 |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
2 |
2 |
| Jitendrakumar Haridas Lal |
00991555 |
Joint Managing Director |
Member |
2 |
2 |
Further, During the FY 2024-25, Mr. Viral Mukeshbhai Mamtora has
tendered his resignation from the post of NonExecutive Independent Director of the company
w.e.f. March 01, 2025 due to personal reasons. Subsequently, Board of Directors in their
meeting held on March 01, 2025 appointed Mr. Suresh Amritlal Joshi as Additional
(Non-Executive Independent) Director of the Company.
Pursuant to which board of directors in the board meeting held on March
07, 2025 reconstituted Audit Committee of the company. After these changes, the new
composition of the Audit Committee is as given below;
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
| Suresh Amritlal Joshi |
10979629 |
Independent Director |
Chairperson |
| Sheela Mansukhlal Dattani |
10856144 |
Independent Director |
Member |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Member |
| Thomaskutty Varghese |
10552412 |
Independent Director |
Member |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
| Jitendrakumar Haridas Lal |
00991555 |
Joint Managing Director |
Member |
Audit Committee meeting is generally held for the purpose of
recommending the half yearly and yearly financial results.
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
https://www.shreejishipping.in/assets/img/policies/Whistle%20Blower%20and%20Vigil%20Mechanism%20Policy.pdf
B. Stakeholder's Relationship Committee:
The company got converted from Private Limited Company to Public
Limited company w.e.f November 18, 2024. After conversion of company, in the Board meeting
held on Monday, December 02, 2024, Board constituted Stakeholder's Relationship Committee
of the company which comprised six directors;
The composition of the Stakeholder's Relationship Committee is as given
below:
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
| Viral Mukeshbhai Mamtora |
08440935 |
Independent Director |
Chairperson |
| Sheela Mansukhlal Dattani |
10856144 |
Independent Director |
Member |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Member |
| Thomaskutty Varghese |
10552412 |
Independent Director |
Member |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
| Jitendrakumar Haridas Lal |
00991555 |
Joint Managing Director |
Member |
Further, During the FY 2024-25, Mr. Viral Mukeshbhai Mamtora has
tendered his resignation from the post of NonExecutive Independent Director of the company
w.e.f. March 01, 2025 due to personal reasons. Subsequently, Board of Directors in their
meeting held on March 01, 2025 appointed Mr. Suresh Amritlal Joshi as Additional
(Non-Executive Independent) Director of the Company.
Pursuant to which board of directors in the board meeting held on March
07, 2025 reconstituted Stakeholder's Relationship Committee of the company. After these
changes, the new composition of the Stakeholder's Relationship Committee is as given
below:
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
| Suresh Amritlal Joshi |
10979629 |
Independent Director |
Chairperson |
| Sheela Mansukhlal Dattani |
10856144 |
Independent Director |
Member |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Member |
| Thomaskutty Varghese |
10552412 |
Independent Director |
Member |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
| Jitendrakumar Haridas Lal |
00991555 |
Joint Managing Director |
Member |
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.
The company got converted from Private Limited Company to Public
Limited company w.e.f November 18, 2024. After conversion of company, in the Board meeting
held on Monday, December 02, 2024, Board constituted Nomination and Remuneration Committee
of the company which comprised five directors;
During the year under review, Nomination and Remuneration Committee met
1 time, i.e., on March 01, 2025. The composition & attendance of the Nomination and
Remuneration Committee are as given below:
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
Number of Meetings During the
Financial Year 2024-25 |
|
|
|
|
Eligible to Attend |
Attended |
| Sheela Mansukhlal Dattani |
10856144 |
Independent Director |
Chairperson |
1 |
1 |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Member |
1 |
1 |
| Viral Mukeshbhai Mamtora |
08440935 |
Independent Director |
Member |
- |
- |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
1 |
1 |
| Thomaskutty Varghese |
10552412 |
Independent Director |
Member |
1 |
1 |
Further, During the FY 2024-25, Mr. Viral Mukeshbhai Mamtora has
tendered his resignation from the post of NonExecutive Independent Director of the company
w.e.f. March 01, 2025 due to personal reasons. Subsequently, Board of Directors in their
meeting held on March 01, 2025 appointed Mr. Suresh Amritlal Joshi as Additional
(Non-Executive Independent) Director of the Company.
Pursuant to which board of directors in the board meeting held on March
07, 2025, reconstituted Nomination and Remuneration Committee of the company. After these
changes, the new composition of the Nomination and Remuneration Committee is as given
below;
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
| Sheela Mansukhlal Dattani |
10856144 |
Independent Director |
Chairperson |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Member |
| Suresh Amritlal Joshi |
10979629 |
Independent Director |
Member |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
| Thomaskutty Varghese |
10552412 |
Independent Director |
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.
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.shreejishipping.in/assets/img/policies/NRC%20Policy.pdf
Remuneration of Director:
The details of remuneration paid during the financial year 2024-25 to
directors of the Company is provided in Form MGT-7 available at website of the Company,
i.e. https://www.shreejishipping.in/annual_returns.html
D. Risk Management Committee:
The Risk Management Committee of your Company has been constituted as
per the requirements of regulation 21 of SEBI Listing Regulations. The Chairman of the
Committee is the member of the Board.
The company got converted from Private Limited Company to Public
Limited company w.e.f November 18, 2024. After conversion of company, in the Board meeting
held on December 02, 2024, Board constituted Risk Management Committee of the company
which comprised three directors.
The composition of the Risk Management Committee is as given below:
| Name of Director |
DIN |
Designation on the Board of the Company |
Designation in the Committee |
| Vipulchandra Sureshchandra Acharya |
07628071 |
Independent Director |
Chairman |
| Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Member |
| Jitendrakumar Haridas Lal |
00991555 |
Joint Managing Director |
Member |
The terms of reference of the RMC, inter alia, include, formulation of
the risk management policy, and monitoring the implementation of the Policy, ensuring
proper systems and processes are in place to monitor and evaluate the risks associated
with the business of the Company, etc.
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, 2025 is available on the Company's website on
https://www.shreejishipping.in/annual_returns.html
INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
Your company having following mentioned Subsidiary companies as on the
closure of financial year 2024-25.
| Name of Company |
Address of Registered Office |
Nature of Business |
| 1. Shreeji Global IFSC Private Limited |
Unit 71, The Platform, Ground Floor, 11 T2,
Gift City, Gandhi Nagar, Gandhi Nagar- 382355, Gujarat |
Business of Ship leasing by way of Operating
lease, Voyage/Bareboat/time Charters or hybrid thereof, Contract of Affreightments,
employment in shipping pools and all other legal commercial transactions for employment of
ships; Asset management Support Service (for assets owned or leased out by the lessor or
by any of its Group Entities set up in IFSCs in India), sale and lease back, purchase,
novation, transfer, assignment, and such other similar transactions, each in accordance
with the International Financial Service Centre Authority Act, 2019 and the other
applicable laws. |
| 2. USL Lanka Logistics Private Limited |
No. 40, 2nd Floor, Sir Mohamed Macan Marker
Mawatha, Colombo 07, Sri Lanka |
a. Operation of barges and feeder vessels
for the loading and unloading of cargo to from ships and sea going vessels. b. Rendering
of assistance and support in business promotion and coordinating of activities of
companies in Sri Lanka that are mainly owned and/or operated by foreigners and foreign
companies. and to act as business consultants. |
Further, your Company does not have any Associate Companies as on March
31, 2025. However, your Company has one Joint Venture as on March 31, 2025:
• Shreeji Nuravi Chuperbhita Simlong Mines Private Limited,
incorporated on March 20, 2025, is a Joint Venture between GKR Infracon (India) Private
Limited (26%), Shreeji Shipping Global Limited (37%), and Nuravi Imports and Exports
Private Limited (37%).
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of the subsidiary
companies/ Joint ventures, in Form AOC-1 is annexed to this Report as Annexure
"A".
During the year, the Board of Directors reviewed the affairs of the
subsidiaries/ Joint venture. In accordance with Section 129(3) of Companies Act, 2013,
Consolidated Financial Statements of your Company and all its subsidiaries in accordance
with the relevant accounting standards have been prepared which forms part of the Annual
Report.
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. Further, the
company has also obtained approval from its shareholders in its previous General Meetings
for entering into certain transactions with the related parties for an amount exceeding
the limits as specified under the Act, as amended from time to time.
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 "C".
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 details of the related party transactions for the financial year
2024-25 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 at
https://www.shreejishipping.in/assets/img/policies/RPT%20Policy.pdf
MATERIAL CHANGES AND COMMITMENT:
Our Company was converted into a public limited company pursuant to a
special resolution passed by our Shareholders at their Extra-ordinary General Meeting held
on October 17, 2024, and the name of Company was converted to "Shreeji Shipping
Global Limited" and a fresh certificate of incorporation consequent upon conversion
dated November 18, 2024, was issued by the Central Processing Centre, Registrar of
Companies.
There are 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, 2025 to the date of this Report.
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 2024-25, the Company has received nil
complaints on sexual harassment, out of which nil complaints have been disposed off and
nil complaints remained pending as of March 31, 2025. The Policy on Anti Sexual Harassment
as approved by the Board of Directors is available on the website of the Company at
https://www.shreejishipping.in/assets/img/policies/Policy%20on%20prevention%20of%20sexual%20harrasment%20at%20
workplace.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 nonbusiness 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 savings 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: Nil
ii. The benefit derived like product improvement, cost reduction,
product development or import substitution: Nil
iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - Nil
a) The details of technology imported: Nil.
b) The year of import: Nil
c) Whether the technology has been fully absorbed: Nil
d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: Nil
e) The expenditure incurred on Research and Development: Nil
f) Foreign Exchange Earnings & Expenditure:
| Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| 1 Foreign Exchange Earnings |
2,19,60,66,180 |
- |
| 2 Foreign Exchange Expenditure |
1,33,84,67,460 |
- |
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. SARDA & SARDA, Chartered Accountants (FRN: 109264W), the
statutory auditors of the Company has audited the financial statements included in this
annual report and has issued a report annexed as an Annexure B to the Audit Report of the
Company on our internal control over financial reporting as defined in section 143 of
Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013, relating to
Corporate Social Responsibility (CSR), were not applicable to the Company for the
financial year 2024-25, as the Company was operating in the form of a partnership firm
under the name M/s. Shreeji Shipping as on March 31, 2024. However, the Company has met
the prescribed threshold under Section 135 of the Act by exceeding a net profit of Rs.5
crore during the financial year ended March 31, 2025. Accordingly, the Company will ensure
compliance with all applicable CSR provisions, including the Companies (Corporate Social
Responsibility Policy) Rules, 2014, from the financial year 2025-26 onwards.
In line with the above, the Board of Directors, at its meeting held on
December 02, 2024, constituted the Corporate Social Responsibility Committee comprising
Mr. Ashokkumar Lal (Chairman), Mr. Jitendra Haridas Lal, and Mr. Vipulchandra
Sureshchandra Acharya as Members.
| Name |
DIN |
Category |
Designation |
| Mr. Ashokkumar Lal |
01736933 |
Chairman & Managing Director |
Chairperson |
| Mr. Jitendra Haridas Lal |
00991555 |
Joint Managing Director |
Member |
| Mr. Vipulchandra Sureshchandra Acharya |
07628071 |
Non-Executive Independent Director |
Member |
In compliance with the requirements of section 135 of the Companies
Act, 2013, the Company has laid down a CSR policy. The same can be accessed from website
of the Company at the following web link
https://www.shreejishipping.in/assets/img/policies/CSR%20Policy.pdf
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provision of Section 139 of the companies act, 2013,
read with rules made thereunder, M/s. SARDA & SARDA, Chartered Accountants (FRN:
109264W), Jamnagar, were appointed as the First Statutory Auditors of the Company in the
Board Meeting held on April 25, 2024 to hold office till conclusion of the first Annual
General Meeting of the Company to conduct audit of accounts of the Company for the
financial year ending March 2025.
Further, M/s. SARDA & SARDA, Chartered Accountants, Ahmedabad (FRN:
109264W), proposed to be appointed as Statutory Auditors of your Company at forthcoming
Annual General Meeting, for the term of remaining four consecutive years for a term till
the conclusion of 5th (fifth) Annual General Meeting to be held in the calendar
year 2029.
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.
SECRETARIAL AUDITOR AND THEIR REPORT:
The provisions of Section 204 of the Companies Act, 2013, relating to
the appointment of a Secretarial Auditor, were not applicable to the Company for the
financial year 2024-25, as the Company was operating as a partnership firm under the name
M/s. Shreeji Shipping as of March 31, 2024.
However, the Company now proposes to appoint M/s. SCS and Co. LLP,
Practicing Company Secretaries, Ahmedabad (Firm Registration No. L2020GJ008700, Peer
Review No. 5333/2023), as the Secretarial Auditors of the Company. The appointment is
proposed for a term of 1 (one) year, commencing from the conclusion of the First Annual
General Meeting and continuing until the conclusion of the Second Annual General Meeting.
Based on the recommendation of the Audit Committee, the Board, at its
meeting held on June 17, 2025, approved, subject to the approval of the members, the
appointment of M/s. SCS and Co. LLP as the Secretarial Auditors for the term of 1(one)
year, effective from the Financial Year 2025-26. The remuneration for the Secretarial
Auditors will be as recommended by the Audit Committee and mutually agreed upon between
the Board of Directors and the Secretarial Auditors, from time to time.
The Board recommends that the proposed resolution regarding the
appointment of the Secretarial Auditors be passed by the requisite majority at the ensuing
AGM.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, your Company had
appointed M/s. Manoj Pandya & Associates Chartered Accountant as an Internal Auditor
of the Company for the Internal Audit of Financial year 2024-25.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013. COST RECORDS AND COST AUDITORS:
The Provisions of Cost Audit and Records as prescribed under Section
148 of the Act are not applicable to the Company. 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.
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).
WEBSITE:
Your Company has its fully functional website www.shreejishipping.in
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, 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
also the non-mandatory information of Investors' interest/knowledge has been duly
presented on the website of the Company.
DEMATERIALISATION OF EQUITY SHARES
The entire Shareholding of the Company is in Demat mode. The ISIN No.
allotted is INE1B6101010.
APPRECIATIONS AND 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 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 for their continued
support.
| Registered office: |
For and on behalf of Board of Directors |
| "SHREEJI HOUSE", |
Shreeji Shipping Global Limited |
| Town Hall Circle, |
CIN: U52242GJ2024PLC150537 |
| Jamnagar, Kalavad -361001 |
|
| Gujarat, India. |
|
|
Ashokkumar Lal |
Jitendrakumar Haridas Lal |
| Place: Jamnagar |
Chairman & Managing Director |
Joint Managing Director |
| Date: June 17, 2025 |
(DIN: 01736933) |
(DIN: 00991555) |
|