To,
The Members,
Shahi Shipping Limited
Your directors are presenting 35th Annual Report on the operations of the Company
together with the Audited Financial Statements for the financial year ended 31 st
March, 2025.
1. FINANCIAL STATEMENTS & RESULTS: I. FINANCIAL RESULTS:
The Company's performance for the year ended 31st March 2025 as compared to
the previous financial below:
(Rs. In Lakhs)
Particulars |
Standalone |
|
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
1,057.93 |
1242.60 |
| Other Income |
10.66 |
146.46 |
Total Revenue |
1,068.60 |
1389.05 |
EBITDA |
319.62 |
347.89 |
| Finance Cost |
67.52 |
57.05 |
| Depreciation |
48.64 |
45.53 |
Profit Before Exceptional Items and Tax |
203.28 |
245.31 |
| Less: Exceptional Items |
(576.68) |
- |
Profit Before Tax |
(373.40) |
245.32 |
| Tax Expenses (Current Tax & Deferred Tax) |
33.52 |
(13.28) |
Profit After Tax |
(356.64) |
258.59 |
II. OPERATIONS:
The Shahi Shipping Limited operates in the field of transportation of cargo and lighter
age operation in the inland water limits of any port of India. The Company owns 8 vessels
and are operating with various private and Government bodies. The size of the vessels
ranges between DWT 150 tons to DWT 3500 tons. The Company has expertise in designing low
draft vessels suitable for operations on Indian coasts. During the reporting financial
year, there was no change in nature of business activity.
The highlights of the Company's performance on standalone basis are as under:
Revenue from Operation in the Financial Year 2025 is Rs. 1.057.93 lakhs as compared to
Rs. 1,242.60 lakhs in previous Financial Year 2024.
EBITDA in Financial Year 2025 is Rs. 319.62 lakhs as compared to 347.89 lakhsin
previous Financial Year 2025.
Profit Before Tax is Rs. (373.40) lakh in Financial Year 2025 as compared to Profit of
Rs. 245.31 lakhs in previous Financial Year 2024.
Profit After Tax is Rs. (356.64) lakhs in Financial Year 2025 as compared to Profit of
Rs. 258.59 lakhs in previous
Financial Year 2024.
2. DIVIDEND:
In order to conserve the resources of company, the directors are not recommending any
dividend for the FY 2024-25.
3. AMOUNT TRANSFERRED TO RESERVES:
The Board hasn't recommended any amount to be transferred to the reserves for the
financial year under review.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There is no unpaid/unclaimed dividend amount lying with the Company, therefore the
provisions of Section 125 of the Companies Act, 2013 do not apply.
5. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company in Form
MGT-7 has been placed on the Company's website www.shahilogistics.com
6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture and associate companies.
7. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the Company i.e. 31st March,
2025 to which these financial statements relate and the date of this report.
8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
Adequate internal control systems commensurate with the nature of the Company's
business and size and complexity of its operations are in place and has been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year under review, all contracts / arrangements / transactions entered into
by the Company with related parties were approved by the Audit Committee and were in the
ordinary course of business and on arm's length basis. Prior omnibus approval is obtained
for related party transactions which are repetitive in nature and entered in the ordinary
course of business and on arm's length basis.
The Policy on dealing with Related Party Transactions may be accessed on the Company's
website at the link: www. shahilogistics.com 10. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:
Particulars of loans given, investments made, guarantees given and securities provided
as covered under the provisions of
Section 186 of the Companies Act, 2013 if any, have been disclosed in the notes to the
standalone financialstatements forming part of the Annual Report.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review there has beennosuchsignificantand material orders passed
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
12. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL: SHARE
CAPITAL:
The details of Share Capital of the Company are as under:
Particulars |
As at 31st |
March, 2025 |
As at 31st |
March, 2024 |
| Number of Shares |
Amount (In Rs.) |
Number of Shares |
Amount (In Rs.) |
(a) Authorised Capital: |
3,00,00,000 |
30,00,00,000 |
3,00,00,000 |
30,00,00,000 |
| Equity Shares of Rs. 10/- each |
|
|
|
|
(b) Issued, Subscribed & Paid-up Capital: |
1,44,94,874 |
14,49,48,740 |
1,44,94,874 |
14,49,48,740 |
| Equity Shares of Rs. 10/- each |
|
|
|
|
13. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: I. BOARD OF
DIRECTORS:
The composition of the Board as on 31st March, 2025 is in conformity with
the provisions of the Companies Act, 2013.
The Board of Directors met five times during the financial year under review on 21st
May 2024, 6th August 2024, 13th August 2024, 14th November 2024, 06th
February 2025.
COMPOSITION OF THE BOARD:
The Company has a very balanced and diverse composition of Board of Directors, which
primarily takes care of the business needs and stakeholders' interest. The Non-executive
Directors including Independent Directors on the Board are experienced and highly
competent persons in their respective fields of expertise. They take active part at the
Board and
Committee Meetings by providing valuable guidance to the Management on various aspects
of business, policy direction, governance, compliance etc. and play pivotal role on
strategic issues, which enhances the transparency and add value in the decision-making
process of the Board of Directors.
CATEGORY OF THE DIRECTORS |
NUMBER OF DIRECTORS |
| Executive |
1 |
Non-executive |
|
| Non-executive Non-Independent Director |
0 |
| Non-executive Non-Independent Director (Woman Director) |
1 |
| Non-executive Independent Director |
2 |
| Total |
4 |
Except, Ms. Anjali Shahi who is the daughter of Mr. Sarvesh Kumar Shahi, no other
Director is related directly or indirectly to any other Directors of the Company.
II. COMMITTEES OF THE BOARD:
The Committees of the Board play a vital role in the governance structure of the
Company and help the Board of Directors in discharging their duties and responsibilities.
The Committees have been constituted to deal with specific areas / activities, which
concern the Company.
The Committees are set with clearly defined roles and goals, which are crucial for the
smooth functioning of the Company.
The Board is responsible for the action of the Committees.
The Chairman of the respective Committees inform the Board about the summary of the
discussions held in the Committee Meetings. The minutes of the meetings of all the
Committees are placed before the Board for review.
There are currently Four Committees of the Board, as follows: a. Audit Committee b.
Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate
and Social Responsibility Committee
The details of committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received and taken on record the declarations received from the
Independent Directors of the Company in accordance with the Section 149(6) of the
Companies Act, 2013 confirmingtheir independence and pursuant to Regulation 25 of the
Listing Regulations.
15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
The Non-Executive Independent Directors of the Company met on 30th March,
2025. During the said meeting, the following points were discussed:
The performance of Non-Independent Directors and the Board as a whole.
The performance of the Chairman of the Company taking into account the views of
Executive Director and Non-Executive
Directors.
The quality, quantity and timeliness of flow of information between the Company
management and the Board, that is necessary for the Board to effectively and reasonably
perform its duties.
All the Non-Executive Independent Directors were present throughout the meeting. They
expressed their satisfaction on the governance process followed by the Company as well as
the information provided to them on a timely basis.
16 POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed and adopted the policy for selection and appointment of Directors, Key Managerial
Personnel, senior management and their remuneration. The policy lays down criteria for
selection of directors, key managerial personnel and senior management like,
qualification, requisite expertise, relevant experience and integrity of the directors,
etc. The remuneration policy lays down the entitlements of remuneration to non-executive
directors such as sitting fees and such other remuneration as permissible under the
provisions of the Act. Remuneration to Whole-Time Director(s) consists of monthly salary,
allowances, perquisites, bonus, commission and other allowable retirement benefits. As per
the Policy, the remuneration/compensation to Managing Director /Whole Time Director/Key
Managerial Personnel shall be recommended by the Nomination and Remuneration Committee
to the Board for its approval. In respect of key managerial personnel and senior
management, the remuneration will consist of fixed pay and incentive pay. The fixed pay
shall include monthly remuneration, employer's contribution to Provident Fund,
contribution to pension fund, pension schemes, etc. as decided from to time and the
incentive pay shall be decided based on the balance between performance of the Company and
performance of the Key Managerial Personnel and Senior Management. The Nomination and
Remuneration Policy is attached herewith this report as Annexure I.
17. VIGIL MECHANISM POLICY:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors
and employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any victimization on raising of concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any financial
statements and/or reports, etc.
The employees of the Company have the right to report their concern or grievance to the
Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations. The Whistle Blower
Policy is hosted on the Company's website at: www.shahilogistics.com
18. RISK MANAGEMENT POLICY:
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk management is a structured approach to manage
uncertainty. The Board has adopted a Risk Management Policy for all its business divisions
and corporate functions and the same have embraced in the decision making to ease the risk
involved. Key business risks and their mitigation are considered in day-to-day working of
the Company and also in the annual/strategic business plans and management reviews.
19. PERFORMANCE EVALUATION:
Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation Framework under which evaluation of the performance of Board as a whole, its
committees and the individual directors was carried out. The Board subsequently evaluated
performance of the Board, the Committees and Independent Directors; without participation
of the concerned Director. The Nomination and Remuneration Committee has approved the
Policy relating to evaluation of every director's performance. Accordingly, evaluation of
all directors was carried out.
20. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:
The familiarization programme aims to provide Independent Directors with the industry
scenario, the socio-economic environment in which the Company operates, the business
model, the operational and financial performance of the Company, significant developments
so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLSOURES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is
marked as "Annexure IV" to this Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as required
pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual
Report.
23. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under: i. STATUTORY
AUDITORS:
The Board of Directors of the Company at its Meeting held on May 29, 2023, based on the
recommendation of the Audit Committee, has recommended the re-appointment of M/s. B. P.
Shah & Co., Chartered Accountants (Firm Registration
No. 109517W), as the Statutory Auditors of the Company, pursuant to Section 139 of the
Act for a subsequent term of five
(5) consecutive years i.e. from the conclusion of the 33rd AGM till the
conclusion of the 37th AGM to be held in the year 2027, subject to the approval
of the Members in the 33rd Annual General Meeting of the Company. At the 32nd
AGM of the Company held on September 24th, 2022 and pursuant to provisions of
the Act and the Rules made thereunder, M/s. B. P. Shah & Co., Chartered Accountants
(Firm Registration No. 109517W), were re-appointed as Statutory Auditors of the Company
for their 2nd term of 5 years commencing from the conclusion of the 32nd AGM
till the conclusion of the 37th AGM to be held in the year 2027. The Audit
Report of M/s. B. P. Shah & Co., on the Financial Statements of the Company for F.Y.
2024-25 forms part of this Integrated Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer. The Company has confirmed with
Auditors
Section 141 of the Act and rules framed thereunder. ii. OBSERVATIONS OF STATUTORY
AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2025:
The auditor's report for the financial st March, 2025 does not contain any
qualification, reservation or adverse yearended31 remark and therefore, do not call for
any further explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013. iii. FRAUD REPORTING:
During the year under review, there were no instances of fraud falling within the
purview of Section 143 (12) of the
Companies Act,2013andrulesmadethereunder,byofficersor employees reported by the
Statutory Auditors of the
Company during the course of the audit conducted.
24. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had on
recommendation of the Audit Committee, at its meeting held on 12th August 2024,
appointed M/s. HRU & Co., Practicing Company Secretaries, to undertake the Secretarial
Audit of the
Company for the financial year 2024-25 and issue Secretarial Audit Report. The
Secretarial Audit Report issued by M/s. HRU & Co. for the financial year 2024-25 in
Form MR-3 forms part of this report and marked asAnnexure – II.
25. INTERNAL AUDITORS:
During the financial year under review, M/s. Wandrekar & Co. Chartered Accountants,
Internal Auditors of the Company has carried the Internal Audit and submitted their Report
thereon as per the provisions of Section 138 of Companies Act, 2013.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are as mentioned below:
Conservation of Energy:
Steps taken for conservation Steps taken for utilizing
alternate sources of energy Capital investment on energy conservation equipment's |
Overall the company operates in an energy efficient
sector of inland water transportation. Our vessels transport higher volume and use lesser
energy than road and rail transportation. Company lays great emphasis on saving
consumption of energy. Achieving reductions in energy consumption is an ongoing exercise
in the Company. Effective measures have been taken to minimize the loss of energy,
wherever possible. |
Technology Absorption:
Efforts made towards technology absorption Benefits derived like
product improvement, cost reduction, product development or import substitution |
Company is on the lookout for new technologies to upgrade its fleet to
be more energy efficient and environmentally friendly. |
| In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year): |
|
| Details of technology imported |
Nil |
| Year of import |
Not Applicable |
| Whether the technology has been fully absorbed |
Not Applicable |
If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof |
Not Applicable |
| Expenditure incurred on Research and Development |
Nil |
Foreign Exchange Earnings and Outgo: |
|
(Amount in Lakhs.) |
Particulars |
FY 2024-25 |
FY 2023-24 |
| Actual Foreign Exchange earnings |
Nil |
Nil |
| Actual Foreign Exchange outgo |
Nil |
Nil |
27. DEPOSITS:
The Company has not accepted any deposit or unsecured loans from the public within the
meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of
deposit by Companies) Rules, 2014.
28. 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. All Directors and the designated employees have confirmed
compliance with the Code.
29. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place Prevention of Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of
during the year 2024-25: a) No of complaints received: Nil b) No of complaints disposed
of: N.A.
30. GENERAL:
Your Directors 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. There is no change in the nature of the business of the company.
III. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
IV. Neither the Managing Director nor the Whole -time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
31. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanation obtained by them, your Directors make the following statements in terms of
Section 134(5) of the Companies Act, 2013: i. That in the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures; ii. That such accounting policies selected and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
Profit of the Company for that period; iii. That proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; iv. That they have prepared the annual accounts on a going concern
basis; v. That proper internal financial controls have been laid down and that such
controls are adequate and are operating effectively. vi. That proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
32. CORPORATE GOVERNACE:
The Company constantly endeavors to follow the corporate governance guidelines and best
practice sincerely and disclose the same transparently. The Board is conscious of its
inherent responsibility to disclose timely and accurate information on the Company's
operations, performance, material corporate events as well as on the leadership and
governance matters relating to the Company. Your Company has complied with the
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
regarding corporate governance. The report on Corporate Governance as stipulated under the
Listing Regulations forms an integral part of this Report.Therequisitecertificatefrom the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
33. GREEN INITIATIVE:
Electronic copies of the Annual Report 2024-25 and the Notice of the 35th
AGM are sent to all members whose email addresses are registered with the Company /
Depositary Participant(s).
34. CODE OF CONDUCT:
Your Company has established a Code of Conduct and Code of Fair Disclosures for
Prohibition of Insider Trading ("Code of Conduct" or "Code") which is
applicable to the Employees, Directors, designated persons, immediate relatives of
designated persons and connected persons of the Company. The Code lays down the standard
of conduct, which is expected to be followed by the Directors and employees in their
business dealings, and in particular, on matters relating to integrity in the workplace,
dealing with stakeholders and in business practices. All the Board Members and the Senior
Management employees have confirmed compliance with the Code.
The Code is available on website of the Company at www.shahilogistics.com
35. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from all our Clients, Financial
Institutions, Bankers, Business Associates and the Government and other regulatory
authorities and thanks all stakeholders for their valuable sustained support and
encouragement towards the conduct of the proficient operation of the Company.
Your directors would like to place on record their gratitude to all the employees who
have continued their support during the year.
For and on behalf of the Board
Sarvesh Kumar Shahi |
Anjali Shahi |
| Managing Director |
Director |
| DIN: 00359535 |
DIN:03363248 |
| Date: 03rd September, 2025 |
| Place: Mumbai |
Registered Office: |
| 404, Abhay Steel House, |
| 04th Floor, Baroda Street, |
| Mumbai-400009. |
|