To
The Members,
PDP SHIPPING & PROJECTS LIMITED
Your Directors take pleasure in presenting their Sixteenth (16th) Annual
Report on the Business and Operations of the Company and the Accounts for the Financial
Year ended 31st March, 2025 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended 31st
March, 2025 and the previous financial year ended 31st March, 2024 is given
below:
Particulars |
31-Mar-25 ( in Lakhs) |
31-Mar-24 ( in Lakhs) |
| Revenue from Operations |
2,181.77 |
2,051.60 |
| Other Income |
6.72 |
5.92 |
Total Income |
2 ,188.49 |
2,057.52 |
| Less: Expenditure |
1886.64 |
1738.46 |
| Profit before Depreciation |
301.85 |
319.06 |
| Less: Depreciation |
35.18 |
8.59 |
| Prior Period Adjustment |
0.00 |
0.08 |
Profit before Tax |
266.67 |
310.55 |
| Current Tax |
56.14 |
81.16 |
| Deferred Tax |
10.87 |
(2.08) |
| Tax pertaining to earlier years |
(11.07) |
0.00 |
Profit after Tax |
210.72 |
231.47 |
Earning per equity share (in ) |
10.18 |
11.36 |
2. REVIEW OF OPERATIONS
During the year under review, the total Income from the operation was Rs. 2,181.77 Lakh
as compared to Rs. 2,051.60 Lakh for the previous year and the same is increased by 6.35%.
The Net Profit was Rs. 210.72 Lakh as compared to Rs. 231.47 Lakh for the previous FY
2023-24, the same was decreased by 8.96%.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013
During the year, the Company has not transferred any amount to General Reserve. As on
31st March, 2025, the Reserves and Surplus stood at Rs. 1597.11 Lakh comprising
Surplus (Retained Earnings) Rs. 591.42 Lakh and Securities Premium Reserve Rs. 1,005.69
Lakh.
4. DIVIDEND:
The dividend policy for the year under review has been formulated taking into
consideration of growth of the company and to conserve resources, the Directors do not
recommend any dividend for year ended 31st March, 2025.
5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND
The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013
requires dividends that are not encashed/ claimed by the shareholders for a period of
seven consecutive years, to be transferred to the Investor Education and Protection Fund
(IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.
6. CASH FLOW STATEMENTS
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow
Statement forms part of Annual Report.
7. SHARE CAPITAL
The Authorized Share Capital of the Company is 3,00,00,000 (Rupees Three Crore Only)
divided into 30,00,000 (Thirty Lakh) Equity Shares of 10/- (Rupees Ten Only) each. During
the year under review no changes were made in the authorized share capital of the Company.
Issued, Subscribed and Paid-up Capital: The Issued, Subscribed and Paid-up Capital of the
Company stands at 2,03,74,240 (Rupees Two Crore Three Lakh Seventy Four Thousand Two
Hundred Forty Only) divided into 20,37,424 (Twenty Lakh Thirty Seven Thousand Four Hundred
Twenty Four) Equity Shares of 10/- (Rupees Ten Only) on March 31, 2024
Pursuant to the Initial Public Offer the Company has allotted 9,37,000 equity shares of
10/- (Rupees Ten Only) at premium of 125/- (Rupees One Hundred Twenty Five Only) on March
13, 2025. The Issued, Subscribed and Paid-up Capital of the Company stands at 2,97,44,240
(Rupees Two Crore Ninety Seven Lakh Forty Four Thousand Two Hundred Forty Only) divided
into 29,74,424 (Twenty Nine Lakh Seventy Four Thousand Four Hundred Twenty Four) Equity
Shares of 10/- (Rupees Ten Only) on March 31, 2025
8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming part of the Annual Report
as "Annexure III".
9. STATE OF AFFAIRS OF THE COMPANY:
During the financial year under review, your Company continued to strengthen its
position as an International Freight Forwarding and Logistics solutions provider, focusing
on end-to-end supply chain management for its valued clients. The Company's operations
encompassed sea freight, air freight, project cargo, customs clearance, warehousing, and
multimodal transportation services, thereby ensuring comprehensive logistics support to
both domestic and global customers. The year witnessed consistent business growth despite
global uncertainties in the shipping and logistics sector arising from volatility in
freight rates, port congestions, and geo-political developments. Your Company leveraged
its expertise, global network partnerships, and customer-centric approach to maintain
operational efficiency and sustain profitability. The Company continued to emphasize
technology integration and process improvements, which enhanced service quality, cost
competitiveness, and timely delivery. Special attention was given to project logistics and
customized solutions, which remain key growth drivers for the Company. The financial
performance of the Company during the year reflects its commitment to resilience and
long-term value creation. The Board is confident that with the Company's strong
fundamentals, dedicated workforce, and expanding client base, PDP Shipping & Project
Limited is well-positioned to capitalize on opportunities in the global logistics and
supply chain industry.
10. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature of business of the Company during the Financial Year
2024-25.
11. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or an Associate Company during
the year under review.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments affecting the financial position of the
company post-date of signing of Balance Sheet of the company to the date of this report.
13. DISCLOSURES BY DIRECTORS
The Board of Directors has submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company. Certificate of
Non-Disqualification of Directors received from M Sancheti & Associates., Practicing
Company
Secretary is annexed to the Board's Report as "Annexure – IV"
14. REMUNERATION POLICY
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in
Annexed to this Report as "Annexure I".
15. ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2025 is available on the
website of the Company at www.pdpprojects.com.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Change in Directors
The Board of Directors of the Company is duly constituted with a proper balance of
Executive Directors and Non-Executive Independent Directors. During the review period and
as of the report's date, following changes took place in composition of the Board of
Directors and Key Managerial Personnel of the Company.
| Name of the Director |
Date of Change |
Reason for Change |
| Mr. Abhyuday Chandra Verma |
10.06.2024 |
Resignation from post of Director |
ii. Retirement by Rotation of the Directors
In accordance with the provisions of Section 152 (6) the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Shalini Abhiuday Verma (DIN: 07040233),
Director of the Company, retires by rotation and offers herself for re- appointment as
director at the ensuing Annual General Meeting. The brief resume of Mrs. Shalini Abhiuday
Verma (DIN: 07040233), the nature of her expertise in specific functional areas, names of
the companies in which he has held directorships, her shareholding etc. are furnished in
the Annexure - A to the notice of the ensuing Annual General Meeting. During the Financial
Year 2024-25 Mr. Animesh Kumar (DIN: 02534914), retired by rotation and being eligible for
re- appointment offered himself and reappointed as director at the 15th Annual General
Meeting of the Company.
iii. Independent Directors
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the Listing Regulations. There has been no change in the circumstances affecting their
status as independent directors of the company. These declarations are submitted at the
first Board meeting in which each Independent Director participates and subsequently at
the first Board meeting of every financial year, or whenever there is any change in the
circumstances that may affect their status as an Independent Director. The Board has taken
on record these declarations after undertaking due assessment of their veracity. The Board
is satisfied with the integrity, expertise, and experience of all Independent Directors,
including their proficiency as per Section 150(1) of the Act and applicable rules.
Independent Directors Meeting
During the year under review, a separate meeting of the Independent Directors of the
company was held on the 13th March 2025, without presence of Non-Independent
Directors and members of the Management except Company Secretary. The Independent
Directors reviewed the performance of Non-Independent Directors and the Board as a whole,
performance of chairperson of the company and assessed the quality, quantity, and
timelines of flow of information between the company management and the Board. All the
Independent Directors of the company were present in the meeting.
17. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted to the Board go
through a structured orientation programme. Presentations are made by Senior Management
giving an overview of the operations, to familiarise the new Directors with the Company's
business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters
reserved for the Board, and the major risks and risk management strategy of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
18. BOARD MEETINGS
The Company held eleven meetings of its Board of Directors during the year on following
dates:
Attendance: |
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Meeting |
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|
Director |
1 May 11, 2024 |
2 May 23, 2024 |
3 June 25, 2024 |
4 July 29, 2024 |
5 August 26 2024 |
6 November 12, 2024 |
7 December 3, 2024 |
8 December 9, 2024 |
9 January 27, 2025 |
10 February 25, 2025 |
11 March 13, 2025 |
% |
| Mr. Animesh Kumar |
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|
|
100 |
| Mrs. Shalini Verma |
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|
100 |
| Mr. Sunil Mishra |
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|
64 |
| Mr. Debabrata Samaddar |
|
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|
72 |
| Mr. Yogesh Gupta |
|
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64 |
| Mr. Abhyuday Chandra Verma |
|
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100 |
| Present Leave of Absence |
|
Not Applicable |
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|
Mr. Abhyuday Chandra Verma resigned from the board with effect from June 10, 2024.
19. COMMITTEES OF THE BOARD:
(a) Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under
Chairmanship of Mr. Yogesh Gupta. During the year the committee met Six times. The
composition of the Audit Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:
Attendance:
|
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|
Meeting |
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|
|
1 |
2 |
3 |
4 |
5 |
6 |
|
Members |
June 25, 2024 |
August 26 2024 |
November 12, 2024 |
December 9, 2024 |
January 27, 2025 |
March 13, 2025 |
% |
| Mrs. Shalini Verma |
|
|
|
|
|
|
100 |
| Mr. Sunil Mishra |
|
|
|
|
|
|
100 |
| Mr. Yogesh Gupta |
|
|
|
|
|
|
83 |
| Present |
Leave of Absence |
|
Not Applicable |
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|
|
Present Leave of Absence Not Applicable
The Committee is governed by a Charter, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. Some of the important functions
performed by the Committee are: Financial Reporting and Related Processes:
Oversight of the Company's financial reporting process and financial information
submitted to the Stock Exchanges, regulatory authorities or the public.
Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the
Auditor's Limited Review Report thereon / Audited Annual Financial Statements and
Auditors' Report thereon before submission to the Board for approval. This would, inter
alia, include reviewing changes in the accounting policies and reasons for the same, major
accounting estimates based on exercise of judgment by the Management, significant
adjustments made in the Financial Statements and / or recommendation, if any, made by the
Statutory Auditors in this regard.
Review the Management Discussion & Analysis of financial and operational
performance.
Discuss with the Statutory Auditors its judgment about the quality and appropriateness
of the Company's accounting principles with reference to the Accounting Standard (AS).
Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls. (b) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act,
2013, continued working under Chairmanship of Mr. Sunil Mishra. During the year, the
committee met one time with full attendance of all the members. The composition of the
Nomination and Remuneration Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:
Attendance: |
|
|
|
Meeting |
|
Members |
1 June 25, 2024 |
% |
| Mr. Sunil Mishra |
|
100 |
| Mr. Yogesh Gupta |
|
100 |
| Mr. Debabrata Samaddar |
|
100 |
| Present |
Leave of Absence |
Not Applicable |
The terms of reference of the Committee inter alia, include the following:
Succession planning of the Board of Directors and Senior Management Employees;
Identifying and selection of candidates for appointment as Directors / Independent
Directors based on certain laid down criteria;
Identifying potential individuals for appointment as Key Managerial Personnel and to
other Senior Management positions;
Formulate and review from time to time the policy for selection and appointment of
Directors, Key Managerial Personnel and senior management employees and their
remuneration;
Review the performance of the Board of Directors and Senior Management Employees based
on certain criteria as approved by the Board.
The Company has formulated a Remuneration Policy which is annexed to the Board's Report
in "Annexure I". (c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013,
continued working under Chairmanship of Mr. Debabrata Samaddar. The Committee is governed
by a Charter, which is in line with the regulatory requirements mandated by the Companies
Act, 2013. During the year, the committee met one time. The composition of the
Stakeholders Relationship Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:
Attendance: |
|
|
|
Meeting |
|
Members |
1 June 25, 2024 |
% |
| Mr. Debabrata Samaddar |
|
100 |
| Mr. Yogesh Gupta |
|
100 |
| Mrs. Shalini Verma |
|
NIL |
| Present |
Leave of Absence |
Not Applicable |
The terms of reference of the Committee are:
transfer/transmission of shares/debentures and such other securities as may be issued
by the Company from time to time; issue of duplicate share certificates for
shares/debentures and other securities reported lost, defaced or destroyed, as per the
laid down procedure; issue new certificates against subdivision of shares, renewal, split
or consolidation of share certificates / certificates relating to other securities; issue
and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the
Company, subject to such approvals as may be required;
to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s),
if any, and to allot shares pursuant to options exercised; to issue and allot debentures,
bonds and other securities, subject to such approvals as may be required; to approve and
monitor dematerialization of shares / debentures / other securities and all matters
incidental or related thereto; to authorize the Company Secretary and Head Compliance /
other Officers of the Share Department to attend to matters relating to non-receipt of
annual reports, notices, non-receipt of declared dividend / interest, change of address
for correspondence etc. and to monitor action taken; monitoring expeditious redressal of
investors / stakeholders grievances; all other matters incidental or related to shares,
debenture.
During the year, no complaints were received from shareholders. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2025.
20. BOARD'S PERFORMANCE EVALUATION
The Board of Directors carried out an annual evaluation of the Board itself, its
committees and individual Directors. The entire Board carried out performance evaluation
of each Independent Director excluding the Independent Director being evaluated. The
evaluation was done after taking into consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation parameters of the Board and Committees
were mainly based on Disclosure of Information, Key functions of the Board and Committees,
Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual
Directors including the Chairman of the Board and Independent Directors were based on
Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and
Level of Oversight and Professional Conduct etc. Independent Directors in their separate
meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and
the Board as a whole.
21. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence,
your Company is not required to adopt the CSR Policy or constitute CSR Committee during
the year under review.
22. AUDITORS:
i. Statutory Auditors:
Statutory Auditor of the Company M/s MASD & Co. LLP, Chartered Accountants (FRN:
146249W/W101021) resigned from their post with effect from 12th November, 2024.
Members of the Company in Extraordinary General Meeting of the Company held on 15th
November, 2024 appointed M/s Bilimoria Mehta & Co., Chartered Accountants (FRN:
101490W), on the recommendation of the Audit committee and the Board, to fill casual
vacancy due to resignation of M/s MASD & Co. LLP as the statutory auditors of the
Company.
M/s Bilimoria Mehta & Co. is a peer reviewed auditor firm and the appointment is
upto the conclusion of this the 16th Annual General Meeting of the Company.
Your board on the recommendation of the Audit Committee proposed to appoint M/s Bilimoria
Mehta & Co. for a term of five consecutive years, from the conclusion of 16th Annual
General Meeting till the conclusion of the 21st Annual General Meeting to be
held in the year 2030.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s M Sancheti & Associates, a firm of Practising Company Secretaries (ICSI
Unique Code: S2011RJ149500), to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as "Annexure II.
iii. Cost Auditor:
The Company does not fall within the provisions of Section 148 of the Companies Act,
2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the
maintenance of cost records and the applicability of cost audits, as specified by the
Central Government under Section 148 of the Companies Act, 2013, are not applicable to the
Company.
iv. Internal Auditor:
The Board of Directors, based on the recommendation of the Audit Committee and pursuant
to the provisions of section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, has reappointed Abhishek M Agrawal & Co, Chartered
Accountants, as the Internal Auditors of your Company for the financial year 2024-25. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board.
23. AUDITOR'S REPORT
The Statutory Auditor's Report and Secretarial Auditor's Report does not contain any
quali cations, reservations or adverse remarks. The Auditor's Report and Secretarial
Auditor's Report do not contain any qualifications, reservations, or adverse remarks
impacting on financial or compliance controls. The Report of the Auditors is given as an
Annexure, which forms part of this report.
24. VIGIL MECHANISM
The company has implemented a Whistle Blower Policy/ Vigil Mechanism enabled its
Directors, Employees and Stakeholders to report their concerns regarding unethical
behaviours, actual or suspected fraud or violation of the company's Code of Conduct or
Policies. The said mechanism ensures adequate safeguard against victimization of
individuals who utilise it and provides direct access to the Chairman of the Audit
Committee in exceptional cases. The Audit Committee periodically reviews the effectiveness
of this mechanism to ensure it proper functioning. The Vigil Mechanism Policy has been
uploaded on the website of the Company at
https://www.pdpprojects.com/Company_Policies.php.
25. INTERNAL AUDIT & CONTROLS
Pursuant to provisions of Section 138 read with read with rules made there under, the
Board has appointed M/s Abhishek M Agrawal & Co., Chartered Accountants, as an
Internal Auditors of the Company to check the internal controls and functioning of the
activities and recommend ways of improvement. The Internal Financial Controls with
reference to financial statements as designed and implemented by the Company are adequate.
The Internal Audit is carried out quarterly basis; the report is placed in the Audit
Committee Meeting and the Board Meeting for their consideration and direction. During the
year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.
26. RISK ASSESSMENT AND MANAGEMENT
The company has in place a mechanism to inform the Board about the risk assessment and
minimisation procedures and periodical review to ensure that management controls the risk
through means of a properly defined framework. This framework ensures that management
effectively controls risks through a well-defined system. In line with regulatory
requirements, the company has formulated and adopted a Risk Management Policy that
outlines the processes for risk identification, assessment, management, reporting, and
disclosure.
27. COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by Central
Government with respect to Meetings of the Board of Directors and General Meetings.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy – The Operations of the
Company are not energy intensive. However, adequate measures have been initiated for
conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy –
Company shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment – No Capital Investment
yet.
ii. Technology absorption
a) The efforts made towards technology absorption - Minimum technology required for
Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product development
or import substitution – Not Applicable.
c) 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;
b. the year of import; c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof iii. The expenditure incurred on Research and Development – Not Applicable.
iv. Foreign exchange earnings and Outgo
– The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under
review:
| The Foreign Exchange Earnings and Foreign Exchange Outgo for the period
under review: |
|
|
|
|
(` in Lakh) |
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Foreign Exchange Earnings |
916.96 |
1592.54 |
Foreign Exchange Outgo |
303.33 |
801.90 |
29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the nancial statements.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Thus Disclosure in form AOC- 2 is not required. Further, during the year, the
Company had not entered into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. All related party transactions are placed
before the Audit Committee and Board for approval. The details of the related party
transactions as required under Accounting Standard (AS) – 18 are set out in Note to
the financial statements forming part of this Annual Report.
31. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the revised "Code of Conduct for Prevention of Insider Trading"
("the Insider Trading Code"). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading
in listed or proposed to be listed securities of the Company. During the year, the Company
has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2018. The Code is available on the Company's
website www.pdpprojects.com.
32. RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Act during the
FY were in the ordinary course of business and on an arm's length pricing basis and do not
attract the provisions of Section 188 of the Act. There were - no materially significant
transactions with the related parties during the FY which were in conflict with the
interest of the Company.
33. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the
year under review.
34. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.
35. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the Companies
Act, 2013 during the financial year.
36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to maintaining a productive environment for all its employees
at various levels in the organization, free of sexual harassment and discrimination based
on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, and the rules made thereunder ("POSH Act"). The
policy is available on website on company
https://www.pdpprojects.com/Company_Policies.php. The Company has also set up Internal
Complaints Committee(s) (‘ICCs') for each workplace, which is in compliance with the
requirements of the POSH Act, to redress the complaints received regarding sexual
harassment, which has formalized a free and fair enquiry process with a clear timeline.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Number of complaints filed during the financial year |
Number of complaints disposed of during the financial year |
Number complaints pending as on end of the financial year |
NIL |
NIL |
NIL |
The Internal Committee of the Company has also filed an Annual Return for the calendar
year 2024 at its jurisdictional office, as required under Section 21(1) of the POSH Act
read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Rules, 2013. All employees in the organization are being made to attend the
POSH awareness sessions, which also cover gender sensitization. No pending complaints to
be resolved for the financial year under review.
37. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as of 31st March, 2025
. Male Employees: 14
Female Employees: 4
Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
38. Compliance with The Maternity Benefit Act, 1961
Championing Women's Well-Being: A Testament to Our Values at PSPL, we go beyond
compliance to foster an inclusive, supportive, and empowering workplace for our female
colleagues. Our unwavering commitment to their well-being is exemplified by our strict
adherence to the Maternity Benefit Act, 1961, supplemented by industry leading welfare
initiatives that set us apart as a progressive employer. Key Highlights of Our Commitment:
- Beyond Legal Compliance - We not only meet but exceed statutory requirements, offering
enhanced maternity benefits that underscore our dedication to work-life balance and gender
equity. - Job Security & Protection - Employees are fully safeguarded against
dismissal or discharge during pregnancy and maternity leave, ensuring peace of mind during
a critical life stage. - Employee-Centric Values - Rooted in our core principles of
sensitivity, integrity, and fairness, we prioritize the holistic well-being of our
workforce, recognizing them as valued stakeholders in our success. Our approach reflects a
deep-seated belief that empowering women empowers the entire organization, driving
sustainable growth and a culture of respect.
39. HUMAN RESOURCES
Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts, it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution.
40. CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions. Since the equity share capital of your
Company is listed exclusively on the SME Platform of BSE, the Company is exempted from
compliance with Corporate Governance requirements, and accordingly the reporting
requirements like Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company.
41. 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, con rm that: (a) In the preparation of the annual
accounts, the applicable accounting standards have been followed and there are no material
departures. (b) They have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the nancial year and of the
pro t of the Company for that period. (c) They have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities. (d) They have prepared the annual accounts on a going concern basis.
(e) They have laid down internal nancial controls to be followed by the Company and such
internal nancial controls are adequate and operating effectively. (f) They have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
42. INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2024-25.
43. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE
9 OF THE COMPANIES ACT 2013
In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible
individual for ensuring compliance with statutory obligations. The company has proposed
and appointed Mr. Animesh Kumar, Managing Director of the Company as Designated person in
the Board meeting held on 10th November, 2023 and the same has been reported in
the Annual Return of the company and there is no change in designated person during the
year.
44. LISTING WITH STOCK EXCHANGES:
Board of Directors of the Company approved the process of Listing of equity shares of
the Company through Initial Public Offering in their meeting held on 23rd May,
2025 subject to the approval of the members of the Company and subsequently approved by
the members in their extraordinary general meeting held on 19th June, 2024.
Fixed price issue for 9,37,000 (Nine Lakh Thirty Seven Thousand) equity shares of Rs. 10/-
(Rupees Ten only) at a premium of Rs. 125/- (One Hundred Twenty Five only) each at was
opened for subscription on 10th March, 2025 to 12th March, 2025.
The Company's Equity shares are listed on BSE SME Platform (Scrip Code: 544378) with
effect from March 18, 2025 and the Listing Fees has been paid to the exchange up to date.
Security deposit has already been deposited with Depositories and annual custodian fee
including all corporate actions fee for the financial year has been paid. Company has
utilized the funds received from IPO only for the purpose as provided in prospectus and
Statement of Deviation or Variation for proceeds of public issue has been filed with BSE
accordingly.
45. REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES
In compliance with the requirements of Section 197(12) of the Act, read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SECC
Regulations, a statement containing the remuneration details of Directors, KMPs and
employees is annexed as Annexure V.
46. CAUTIONARY STATEMENTS
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing the
Company's objectives, projections, estimates and expectations may constitute ‘forward
looking statements' within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied in the
statement depending on the circumstances.
47. GENERAL
There were no transactions with respect to following matters during the year:
1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
2. There was no instance of one-time settlement with any Bank or Financial Institution.
48. ACKNOWLEDGEMENTS
Your Directors would like to express deep sense of appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government Authorities and
Shareholders and for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of them.
| Registered Office: |
By Order of the Board of Directors |
|
| A-606, Mahavir Icon, Plot Nos. 89 & 90 |
For PDP Shipping & Projects Limited |
|
| Sector 15, CBD Belapur, Navi Mumbai |
|
|
| Thane, Maharashtra, India, 400614 |
|
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| Tel : 91 22 2756 5053 |
|
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| CIN: U61100MH2009PLC192893 |
Animesh Kumar |
Shalini Abhiuday Verma |
| Website: www.pdpprojects.com |
(Managing Director) |
(Whole-time Director) |
| Email: compliance@pdpprojects.com |
DIN: 02534914 |
DIN: 07040233 |
|
Navi Mumbai |
|
|
Wednesday, 3rd September, 2025 |
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