Directors Report of Shahi Shipping Ltd.

Mar 31, 2024

Your directors are presenting Thirty Fourth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL STATEMENTS & RESULTS:I. FINANCIAL RESULTS:

The Company''s performance for the year ended 31^st March 2024 as compared to the previous financial year, is summarized below:

(Rs. In Lakhs)
Particulars	Standalone
	FY 2023-24	FY 2022-23
Revenue from Operations	1242.60	1089.47
Other Income	131.60	124.48
Total Revenue	1374.20	1213.95
EBITDA	317.04	136.08
Finance Cost	26.19	39.36
Depreciation	45.53	61.28
Profit Before Exceptional Items and Tax	245.32	35.44
Less: Exceptional Items	-	-
Profit Before Tax	245.32	35.44
Tax Expenses (Current Tax & Deferred Tax)	(13.28)	(5.37)
Profit After Tax	258.59	40.81

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 13 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:

• R evenue from Operation in the Financial Year 2024 is Rs. 1,242.60 lakhs as compared to Rs. 1,089.47 lakhs in previous Financial Year 2023.

• R BITDA in Financial Year 2024 is Rs. 317.04 lakhs (i.e.25.51% of the Revenue from Operations) as compared to Rs. 136.08 lakhs (i.e.12.49% of the Revenue from Operations) in previous Financial Year 2023.

• R rofit Before Tax is Rs. 245.32 lakhs in Financial Year 2024 as compared to Profit of Rs. 35.44 lakhs in previous Financial Year 2023.

• R rofit After Tax is Rs. 258.59 lakhs in Financial Year 2024 as compared to Profit of Rs. 40.81 lakhs in previous Financial Year 2023.

2. DIVIDEND:

In order to conserve the resources of company, the directors are not recommending any dividend for the FY 2023-24.

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. 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. 31^st March, 2024 to which these financial statements relate and the date of this report.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has one subsidiary, namely Royal Logistics (Ship) Ltd., which have not commenced their operations. Hence, the consolidated financial statement of the Shahi Shipping Limited and its subsidiary, Royal Logistics (Ship) Ltd has not been prepared.

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.

Accordingly, as provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as an "Annexure III".

The Policy on dealing with Related Party Transactions may be accessed on the Company''s website at the link: v 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 financial statements forming part of the Annual Report.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there has been no such significant and 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:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Anjali Shahi, (DIN: 03363248) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for her re-appointment is included in the Notice of 34^th AGM for seeking approval of Members. The Directors recommended his re-appointment for your approval. A brief profile relating to him is given separately as an annexure to the AGM Notice.

Following changes were recorded in the composition of KMP of the Company:
NAME	DESIGNATION	APPOINTMENT/RESIGNATION	DATE OF EVENT
Ms. Dakshata Chavan	CFO	Appointment	29th May 2023
Ms. Vijila Vincent Nadar	CFO	Resignation	28th May 2023

13. SHARE CAPITAL:

The details of Share Capital of the Company are as under:

Particulars	As at 31st March, 2024		As at 31st March, 2023
	Number of Shares	Amount (In Rs.)	Number of Shares	Amount (In Rs.)
(a) Authorised Capital: Equity Shares of Rs. 10/- each	3,00,00,000	30,00,00,000	3,00,00,000	30,00,00,000
(b) Issued, Subscribed & Paid-up Capital: Equity Shares of Rs. 10/- each	1,44,94,874	14,49,48,740	1,44,94,874	14,49,48,740

14. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31^st March, 2024 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 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

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	1
Non-executive Non-Independent Director (Woman Director)	0
Non-executive Independent Director (Woman Director)	0
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

Below are the details of all the Committees along with their compositions, and meetings held during the year:

A. AUDIT COMMITTEE:

Pursuant to Provisions of Section 177 of the Companies Act, 2013 during the financial year under review the Audit Committee met Five times on 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

Terms of Reference/ Policyi

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

II. Composition of the Audit Committee:

Composition of Audit Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Sanjeev Kumar Singh	Non-Executive Independent Director	Chairman
2.	Ms. Anjali Shahi	Non-Executive Non-Independent Director	Member
4.	Mr. Omprakash Ramdhin Singh	Non-Executive Independent Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The Audit Committee Policy of the Company is hosted on the Company''s Website at: www.shahilogistics. com

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Nomination and Remuneration Committee Five times on 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

I. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

II. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Sanjeev Kumar Singh	Non-Executive Independent Director	Chairman
2.	Ms. Anjali Shahi	Non-Executive Non-Independent Director	Member
4.	Mr. Omprakash Ramdhin Singh	Non-Executive Independent Director	Member

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company''s Website at: www. shahilogistics.com

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Stakeholders Relationship Committee met Five times on 29^th May 2023, 11^th August 2023, 30^th August 2023, 09^th November 2023, 07^th February 2024.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

II. Composition of the Stakeholders Relationship Committee:

Composition of Stakeholders Relationship Committee is as follows:

SR NO.	NAME	CATEGORY	DESIGNATION
1.	Mr. Sanjeev Kumar Singh	Non-Executive Independent Director	Chairman
2.	Ms. Anjali Shahi	Non-Executive Non-Independent Director	Member
4.	Mr. Omprakash Ramdhin Singh	Non-Executive Independent Director	Member

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company''s Website at: www. shahilogistics.com

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Act and hence it has neither formulated a policy nor contributed an amount towards corporate social responsibility activities.

15. 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 confirming their independence and pursuant to Regulation 25 of the Listing Regulations.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met on 30^th March, 2024. 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.

17. 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.

18. 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

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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 33^rd AGM till the conclusion of the 37^th AGM to be held in the year

2027, subject to the approval of the Members in the 33^rd Annual General Meeting of the Company. At the 32^nd AGM of the Company held on September 24^th, 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 32^nd AGM till the conclusion of the 37^th 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. 2023-24 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 that they satisfy the criteria provided under Section 141 of the Act and rules framed thereunder.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2024:

The auditor’s report for the financial year ended 31^st March, 2024 does not contain any qualification, reservation or adverse 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, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

25. 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 06^th August, 2024, appointed M/s. HRU & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report.

The Secretarial Audit Report issued by M/s. HRU & Associates, Practicing Company Secretaries. for the financial year 2023-24 in Form MR-3 forms part of this report and marked as Annexure - II.

26. 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.

27. 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:

a) Conservation of Energy:

Steps taken for conservation	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.
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipment''s

b) Technology Absorption:

Efforts made towards technology absorption	Considering the nature of activities of the Company, there is no requirement with regard to technology absorption.
Benefits derived like product improvement, cost reduction, product development or import substitution
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

(Amount in Lakhs.)
Particulars	FY 2023-24	FY 2022-23
Actual Foreign Exchange earnings	Nil	Nil
Actual Foreign Exchange outgo	Nil	147.29

28. 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.

29. 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.

30. 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 2023-24:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

31. 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.

32. 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.

33. GREEN INITIATIVE:

Electronic copies of the Annual Report 2023-24 and the Notice of the 34^th 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.

---

Mar 31, 2017

To,

The Members,

Shahi Shipping Limited

The Directors are pleased to present herewith the 27^th Annual Report of Shahi Shipping Limited (the “Company”) along with the Audited Financial Statements for the financial year ended March 31, 2017.

1. FINANCIAL STATEMENT

( Rs. In Lacs)

Particulars	2016-2017	2015-2016
Profit Before Interest, Depreciation, Exceptional Items & Tax	332	215
Less: Interest and Finance Charges	121	149
Less: Provision for Depreciation	210	294
Profit/(Loss) before Tax	1	(228)
Less: Exceptional Items	-	201
Profit/(Loss) before Tax after Exceptional Items	1	(429)
Less: Provision for Taxation:
Current Tax	-	-
Taxation of Earlier years	1	(1)
Deferred Tax	(57)	178
Profit/(Loss) After Tax	(55)	(252)

2. DIVIDEND

On account of losses incurred during the year under review, your board does not recommend any dividend.

3. COMPANY’S PERFORMANCE

During the year under review, income from operations was Rs. 19.11 Crore as against Rs. 14.59 Crore in the previous year. The income from operations was increased about 31% as compared to the previous year. Through continuous cost control measures, during the year under review, company could able to reduce its finance cost to Rs. 1.21 Crores from Rs. 1.48 Crores as compared to previous year. Your board has continued with its task to rebuild company’s business with cost control measures to attain its long term goals by capitalizing company’s intrinsic strength like brand, quality of service, customer relationship through streamlining existing operations.

4. AMOUNT TRANSFERRED TO RESERVE

On account of losses incurred during the year under review, your directors do not recommended to transfer any amount to reserves.

5. HUMAN RESOURCE DEVELOPMENT

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

6. SUBSIDIARY COMPANIES

The Company has two subsidiaries, namely SKS waterways Ltd. & Royal Logistics (Ship) Ltd., which have not commenced their operations. Hence, the consolidated financial statement of the Shahi Shipping Limited and its subsidiaries SKS waterways Ltd, Royal Logistics (Ship) Ltd has not been prepared.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 of the Company for that period;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal controls to be followed by the Company and such internal controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board and its Committees have most appropriate composition, pursuant to the provisions of Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors at their meeting held on 30th May, 2017, re-appointed Mr. Sarvesh Kumar Shahi as Managing Director for a period of (3) three years, with effect from 1st April, 2017 subject to approval of members in the ensuing annual general meeting. Keeping in view his experience and expertise, a resolution is proposed in the notice convening Annual General Meeting for the re-appointment of Mr. Sarvesh Kumar Shahi as Managing Director, on terms & conditions detailed in the resolution.

Mr. Chandresh Kumar Mishra were appointed as an additional Independent director of the Company w.e.f. 14th November, 2016 who will holds the office up to the date of ensuing Annual General Meeting and who have offered themselves for appointment. Ms. Lavina Chatur Kripalani, has resigned as an independent director w.e.f. 9th August, 2016.

The Company has received declarations from Mr. Chandresh Kumar Mishra, Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The resolutions seeking approval of the Members for the appointment of Mr. Chandresh Kumar Mishra for a period of (5) five years have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about him.

During the period, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The Board of Directors through resolution passed by circulation on September 1, 2016 has appointed Mr. Nungavaram Vaidyanathan Agandeswaran (Membership No. A7966) as Whole Time Company Secretary & Compliance Officer of the Company.

9. BOARD EVALUATION

The Nomination and Remuneration Committee has defined evaluation criteria for the performance evaluation of the Board, its Committees and individual director(s).

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, advisory role and contribution in the decision making etc.

At the separate meeting of independent directors held on 21^st March, 2017, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated objectively, taking into account the views of executive directors and non-executive directors.

10. INDEPENDENT DIRECTOR

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors.

(iii) Details of familiarization Programme

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the www.shahilogistics.com

11. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the Financial year 2016-2017, four (04) Board Meetings and four (04) Audit Committee Meetings were convened and held. The details of meetings held are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. 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 Companies Act, 2013.

Remuneration to Managing Director and 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 available on the Company’s website www.shahilogistics.com

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

In view of board, the Company has adequate Internal Control, commensurate with the size and nature of its operations. Further, based on observations of the Statutory Auditors, on the internal financial control with reference to the financial statement the necessary steps have been taken to establish the same.

14. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of annual return is given in Annexure - I in the prescribed Form MGT-9, which forms part of this report.

15. DETAILS OF COMMITTEES OF THE BOARD

At present, the Board has three committees, namely the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various committees is as per the applicable provisions of the Companies Act, 2013 along with the Rules and Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015. The brief details of various committees, terms of reference is provided separately in the Corporate Governance report.

16. AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations, 2015. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

17. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, 2015. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of dividend etc. The details pertaining to composition of Stakeholders Relationship committee are included in the Corporate Governance Report, which forms part of this report.

18. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations, 2015. The details pertaining to composition of Nomination and Remuneration Committee, terms of reference and other particulars are included in the Corporate Governance Report, which forms part of this report.

19. AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, the present Statutory Auditors M/s. N. D. Heda & Co, Chartered Accountants, Mumbai (Firm Registration No.103604W) have completed their term as stipulated under Section 139 of the Companies Act, 2013 and therefore shall vacate office at the Conclusion of the forthcoming 27th Annual General Meeting.

The Company is proposing to appoint M/s. B. P. Shah & Co., Chartered Accountants, Mumbai (Firm Registration No. 109517W), as Statutory Auditors for a period of 5 years commencing from the conclusion of 27^th Annual General Meeting till the conclusion of 32^nd Annual General Meeting. M/s. B. P. Shah & Co., have consented their appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and relevant Rules framed there under.

The Audit Committee and the Board of Directors at their respective meetings recommend the appointment M/s. B. P. Shah & Co., Chartered Accountants, Mumbai (Firm Registration No. 109517W) as Statutory Auditors for a period of 5 years commencing from the 27^th Annual General Meeting till the conclusion of 32^nd Annual General Meeting.

The Board of Directors wish to place on record its sincere appreciation for the invaluable contribution of M/s. N. D. Heda & Co, Chartered Accountants during their tenure as Statutory Auditors of the Company.

20. AUDITORS’ REPORT

Notes to Accounts and Auditors remarks in their report are self-explanatory.

The Statutory Auditors’ Report do contains disclaimer in matter of adequacy of internal financial controls with reference to the financial statement. Your board have take due note of such observation, and would be taking steps towards strengthening of control riders, desirable to your company and its business. Your board would like to roll out on effective financial control system to facilitate smooth and efficient functioning of the activities of business paving way for compliance of internal control norms stated in the guidance note on ‘Audit of Internal Financial Controls over Financial Reporting’ issued by the Institute of Chartered Accountants of India.

Your board has appointed M/s. Wandrekar & Co, Chartered Accountants as Internal Auditor, to strengthen internal audit as well as an internal control system. Your board, constantly devising ways and means to strengthen internal financial controls with reference to the financial statement.

21. INTERNAL AUDITOR:

The Company has appointed M/s. Wandrekar & Co., Chartered Accountants, Mumbai as an Internal Auditor of the Company, for the three financial years, covering period FY 2015-16 to 2017-18, to undertake Internal Audit, of the financial affairs of the Company and matters connected therewith and report to Audit Committee of the Board, the Statutory Auditor, on the relevant matters.

22. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Neville Daroga & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure - II to this report.

The Secretarial Auditors’ Report do contains qualification, in respect of which your board would like to clarify that;

1. The Company has appointed a Whole Time Company Secretary on 1^st September, 2016 as required under section 203(1)(ii) of the Companies Act 2013.

2. The Company has appointed Whole Time Company Secretary as Compliance Officer on 1^st September, 2016 as required under regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. The promoters will take effective steps for converting their physical sharing in demat form as required under SEBI regulations.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no ‘material’ related party transactions as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard.

25. PARTICULARS OF EMPLOYEES

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 and a statement showing the names and other particulars of the top ten employees of the Company in terms of remuneration drawn pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-III to this Report.

In terms of the provision of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the every employee drawing remuneration in excess of the Limits set out in the said rules are not applicable to the Company as no Employees were employed during the year, drawing remuneration Rs. 1,02,00,000/- per annum, or Rs. 8,50,000/- per month, the ceiling limits prescribed under the said rule.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

27. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis and Corporate Governance Report together with Auditors’ Certificate thereon form part of this Report and annexed separately.

As observed by Statutory Auditors with reference to Corporate Governance Audit for FY 2016-17, as to an intermittent vacancy caused by resignation dated 9th August, 2016, of an independent director and effect thereof as to composition of three committees with minimum three members, till same vacancy being filled up on 14th November, 2016. Your directors would like to clarify that, subsequent aforesaid refereed resignation of an independent director who was also member of three committees, the talent search committee, under able guidance of nomination committee members have taken effects to identify right candidate for filling up said post of an independent director.

Pursuant to Section 149 read with Clause VI of the Schedule IV of the Companies Act, 2013, which states that vacancy of independent director who resign or is removed from the Board of the Company shall be replaced by new independent director within a period of not later more than one hundred and eighty days from the date of such resignation/ removal, as the case may be. Further Pursuant to regulation 24 (6) of SEBI ( Listing Obligation and Disclosure Requirements), 2015, which mandates for replacement of vacancy caused by resignation, not later than three months or next immediate next board meeting. Your board has filled up said vacancy in immediate practical next meeting of board of directors, which is within 120 days, the maximum gap between two board meetings.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed “Vigil Mechanism” for employees including directors of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company’s code of conduct and ethics policy. The Vigil Mechanism/Whistle Blower Policy is available on the Company’s website www.shahilogistics.com

29. DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An 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 Policy is gender neutral. During the year, the committee has not received any complaint of harassment.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 123 of the Companies Act, 2013 the amount of dividend not en-cashed or claimed within 7 (Seven) years from the date of its transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per section 124 of the Companies Act, 2013 and the applicable rules there under. The Members advised to get their dividend encashed their dividend warrant for the period 2010-2011 and 2011-2012.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. 7,25,603/-

(b) Foreign Exchange outgo Rs. 10,22,550/33.

LISTING WITH STOCK EXCHANGES:

Your Company confirms that, it has paid the Annual Listing Fees for the year 2016-2017 to BSE Limited, the stock exchange where the Company’s shares are listed.

34. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year pursuant to the provisions of section 135 read with Schedule VII of the Companies Act, 2013 the company does not fall under the criteria of CSR Policy. Hence the company has not contributed towards CSR Activity.

36. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to all customers, vendors, investors, shareholders, shipping agents, bankers, insurance companies, consultants, advisors, Central and State Government(s) for their consistent support and encouragement to the Company.

Your Directors also sincerely acknowledge the significant contributions made by all the employees through their dedicated services to the Company.

For and on behalf of the Board of Directors

Sarvesh Kumar Shahi Hema Kiran Thakur

Chairman & Managing Director Director

DIN: 00359535 DIN: 01363454

Date : July 10, 2017

Place: Mumbai

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Mar 31, 2015

Dear Members,

The directors submit annual report of Shahi Shipping Limited (the "Company") along with the audited financial statements for the financial year ended March 31,2015.

1. Financial results

Particulars 2014-20151 2013-2014 Rs. In Lacs Rs. in Lacs

Profit Before Interest, Depreciation 260 150 & Tax

Less: Interest and Finance Charges 244 290

Less: Provision for Depreciation 390 321

Profit/(Loss) before Tax (374) (461)

Less: Provision for Taxation:

Current Tax 2 1

Deferred Tax (32) (111)

Profit/(Loss) After Tax (344) (351)

2. Dividend

In view of the losses incurred during the year under review, your Board of Directors has not recommended any dividend.

3. Company's performance

Income from operations during the current year was Rs. 18.44 Crore as against Rs.19.40 Crore in the previous year. The decline in income was about 4.95% as compared to the previous year. During year under review, finance cost was further reduced to Rs. 2.44 Crores from Rs. 2.90 Crores. Your company continues with its task to rebuild business with long term goals based on its intrinsic strength in terms of its strong brand, quality of service, customer relationships and streamlining operations.

4. Human resource development

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

5. Subsidiary companies

The Company has two subsidiaries, namely SKS waterways Ltd. & Royal Logistics (Ship) Ltd. which has not yet started their operations. Hence, the consolidated financial statement of the Shahi Shipping Limited and its subsidiaries SKS waterways Ltd, Royal Logistics (Ship) Ltd has not been prepared.

6. 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:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 financial year and of the profit of the Company for that period;

iii. 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 2014-15

7. Directors and key managerial personnel

The Board approved the appointments of Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani as an Independent director of the Company, who will hold the office upto the date of ensuing Annual General Meeting and who have offered themselves for appointment.

The Company has received declarations from Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani, Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

During the period, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The resolutions seeking approval of the Members for the appointment of Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with the requisition towards proposing the appointment of Mr. Venkatasubramanian Iyer Shiva raman and Ms. Lavina Chatur Kripalani.

The members at their EOGM held on 14th February, 2015, have also re-appointed Mr. Sarvesh Kumar Shahi as the Managing Director of the Company for the period of three years with effect from April 01,2014 to March 31,2017.

Mr. Medioma Bhada, Mr. Bansilal Bhagchand Bhawsar, Mr. Subhash Kumar and Mr. Ghanshyam Choudhary, resigned as a Director of the Company with effect from March 14, 2015. The Directors placed on record their appreciation of their valuable contributions as member of the Board during their tenure as a Director of the Company.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

8. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. Auditors

The Auditors, M/s. N. D. Heda & Co. Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of Two Years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 27th AGM.

11. Auditors' report

Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

12. Particulars of loans, guarantees and investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement.

13. Transactions with related parties

All the Related Party Transactions are entered on arm's length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note No 22(Sub clause 17) of financial statement which sets out related party disclosures.

14. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

15. Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, report and accounts are being circulated to all the shareholders excluding the aforesaid information. The Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

16. Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report given in Annexure IV with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

The Auditor Certificate on Corporate Governance Report do contains qualification with respect to the optimum combination of Board of Directors and other committee of the Board, the Board would like to clarified that the Company had appointed Two Directors (Mr. I.V. Shiv raman and Ms. Lavina Kriplani) w.e.f. April 25, 2015 to comply with the optimum combination of Board of Directors and Minimum Numbers of Directors for other committee of the Board.

The Company has formulated and published a Vigil Mechanism Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges.

17. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Neville Daroga & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The Secretarial Auditors' Report do contains qualification with respect to that the Board would like to clarify that;

1. The Company is in process of Appointment of Company secretary as required under section 203(1) (ii) of the Companies Act 2013 and Clause 47(a) of the Listing Agreement.

2. The delays in effecting transfer of Unclaimed Dividend to IEPF were caused due to oversight in calculation of days.

3. Mr. Ghyamshayam Chaudhary has been appointed as director mistakenly which is being rectified by the Directors by filing relevant forms of Resignation with ROC.

4. The Company had appointed Two Directors (Mr. I V Shiv raman and Ms. Lavina Kriplani) on April 25, 2015 to comply with the Minimum Numbers of Directors as per the Act.

5. The promoters will take effective steps for converting their shares in demat Form as required under

19. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

20. Obligation of company under the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

21. Transfer of Amounts to Investor Education and Protection Fund

In terms of the provisions of Section 123 of the Companies Act, 2013 the amount of dividend not encashed or claimed within 7 (Seven) years from the date of its transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Accordingly, the unclaimed dividend in respect of financial year 2006-07 was transferred to the IEPF in July, 2015. The unclaimed dividend in respect of financial year 2007-08 is in the process of being transferred to the I EPF in accordance with the provisions of Section 123 of the Companies Act, 2013.

22. Conservation of energy, technology absorption, foreign exchange earnings and outgo.

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. NIL

(b) Foreign Exchange outgo Rs. 23,193/-

23. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE where the Company's Shares are listed.

24. Corporate Social Responsibility (CSR):

During the year pursuant to the provisions of section 135 read with Schedule VII of the Companies Act, 2013 the company does not fall under the criteria of CSR Policy. Hence the company has not contributed towards CSR Activity.

25. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.shahilogistics.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

26. Internal Controls

The Company has an adequate system of internal controls commensurate with size, scale and complexity of its operations. Conscious efforts are in place on a continuous basis to ensure that all its assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to statutory and regulatory requirements.

The internal controls system of the Company are monitored and evaluated by external and internal audit, reviewed by Management and Audit Committee of the Board of Directors. Auditor's observations in confirmation to policy in force have also been received.

27. Acknowledgement

The directors thank the Company's employees, customers, vendors, investors and various others stakeholders for their continuous support.

The directors also thank the government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

On behalf of the board of directors Sarvesh Kumar Shahi Chairman and Managing Director (DIN: 00359535) Mumbai August 14, 2015

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Mar 31, 2013

To The Members of SKS Logistics Limited

The directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the company for the financial year ended on 31 st March 2013.

1. FINANCIAL RESULTS:

The summary of financial results of the company for the year ended 31 st March 2013 is furnished below.

Particulars 2012-2013 2011-2012 Rs.In Lacs Rs.in Lacs

Gross Profit/Loss 582 1050

Less: Interest and Finance Charges 356 420

Less: Provision for Depreciation 438 470

Profit before Tax (212) 160

Less: Provision for Taxation:

Current Tax 32

Taxation of Earlier Year 44

Deferred Tax 55 (9)

Profit After Tax (157) 93







2. DIVIDEND:

Your directors did not recommend any dividend due to inadequacy of profits during the year. Your company continues with its task to build business with long term goals based on its intrinsic strength in terms of its strong brand, quality of service, customer relationships and streamlining operations.

3. PERFORMANCE:

Income from operations during the current year was Rs. 21.45 Crores as against Rs. 22.83 crores in the previous year. This indicates a decline of about 6.04% over the previous year. The gross profit of Rs. 5.82 crores registered a decrease of about 44.48% over the previous year''s Rs. 10.50 crores. During the current year the interest and finance charges have decreased from Rs. 4.20 crores to X 3.56 crores.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

5. POLLUTION, ENVIRONMENT AND SAFETY:

The conservation of Energy and Technology Absorption under the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable to your company. However all measures are taken by your company to ensure that conservation of energy takes place at all stages of operations of the vessels as well as onshore activities.

There is no import of technology during the current year. The details of Foreign exchange earned and out go are separately given in this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(1) In the preparation of the annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures,

(2) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account of the company for that year.

(3) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The annual accounts have been prepared on a going concern basis.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the listing agreement with the stock exchange. Management discussion and analysis report and a report on corporate governance are given as annexure "A" and "B" to this report. A certificate from the statutory auditors of the company regarding compliances of conditions of corporate governance is also enclosed hereto.

8. PARTICULARS REGARDING THE EMPLOYEES:

The information required''under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975, as amended, forms part of this report. However as per section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being circulated to all the shareholders excluding the aforesaid information. Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

9. PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. Nil

(b) Foreign Exchange outgo Rs. 1.56 Lacs

10. SUSBSIDIARIES:

The Company has formed two Joint Venture Company with Inland Waterways authority of India Company namely SKS waterways Ltd & Royal Logistics (Ship) Ltd which have not started their operations during the year. For the winding up of Shahi Shipping (BD) Ltd, necessary formalities are being in final stage. Hence the consolidated financial statement of the SKS Logistics Limited and its subsidiaries SKS waterways Ltd, Royal Logistics (Ship) Ltd & Shahi Shipping (BD) Ltd has not been prepared.

11. AUDITORS:

M/s. N. D. Heda & Co, Chartered Accountants, Mumbai, the statutory auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

12. ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record the appreciation of the technical, commercial and financial teams of the company for their untiring efforts. Your directors also wish to thank the officials of Directorate General of Shipping, Indian Registry of Shipping, Mercantile Marine Dept., Financial institutions and Banks for their continued support during the year. Your directors are also thankful to the shareholders and other business partners for the trust reposed in them. Your directors also thank the employees at all the levels without whose support the growth levels achieved by the company would never have been possible.

For and on behalf of the Board of Directors S K SHAHI

Chairman and Managing Director

Place: Mumbai

Date: 30 May 2013

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Mar 31, 2012

To The Members of SKS Logistics Limited

The directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of the company for the financial year ended on 31st March 2012.

1. FINANCIAL RESULTS:

The summary of financial results of the company for the year ended 31st March 2012 is furnished below.

Particulars 2011-2012 2010-2011 Rs. in Lacs Rs. in Lacs

Gross Profit 1050 1421

Less: Interest and Finance Charges 420 549

Less: Provision for Depreciation 470 479

Profit before Tax 160 393

Less: Provision for Taxation:

Current Tax 76 79

Taxation of Earlier Year 0 19

Deferred Tax :9 -32

Profit After Tax 93 327

2. DIVIDEND:

Your directors are pleased to recommend payment of dividend of Rs. 0.10 (1 %) for each equity share of Rs. 10/- each for the financial year ended 31s1 March 2012. The dividend, if declared at the AGM, will be paid to those shareholders whose names appear in the Register of Members of the Company on 26lh September 2012 or on the Register of Beneficial Owners maintained by the depositories as per the details furnished by National Securities Depository Limited and Centra! Depository Services (India) Limited for the purpose of payment of dividend. The aggregate outflow on account of equity dividend would be Rs. 16.85 Lakhs including tax on dividend.

Your company continues with its task to build business with long term goals based on its intrinsic strength in terms of its strong brand, quality of sen/ice, customer relationships and streamlining operations.

3. PERFORMANCE:

Income from operations during the current year was Rs. 22.83 Crores as against Rs. 44.22 crores in the previous year. This indicates a decline of about 52% over the previous year. The gross profit of Rs. 10.50 crores crores registered a decrease of about 26% over the previous year's Rs. 14.21 crores. During the current year the interest and finance charges have decreased from Rs. 5.48 crores to Rs. 4.21 crores.

4. FIXED DEPOSITS:

Tne company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

5. POLLUTION, ENVIRONMENT AND SAFETY:

The conservation of Energy and Technology Absorption under the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable to your company. However all measures are taken by your company to ensure that conservation of energy takes place at all stages of operations of the vessels as well as onshore activities.

There is no import of technology during the current year. The details of Foreign exchange earned and out go are separately given in this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(1) In the preparation of the annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

(2) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account of the company for that year.

(3) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The annual accounts have been prepared on a going concern basis.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the listing agreement with the stock exchange. Management discussion and analysis report and a report on corporate governance are given as annexure "A" and "B" to this report. A certificate from the statutory auditors of the company regarding compliances of conditions of corporate governance is also enclosed hereto.

8. PARTICULARS REGARDING THE EMPLOYEES:

The information required under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975, as amended, forms part of this report. However as per section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being circulated to all the shareholders excluding the aforesaid information. Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

9. PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange earned Rs. Nil

(b) Foreign Exchange outgo Rs. 5.31 lacs

10. SUSBSIDIARIES:

The Company has formed two subsidiary companies namely SKS waterways Ltd & Royal Logistics (Ship) Ltd which have not started its operations during the year. For the SKS Logistics (Singapore) Pte Ltd. necessary winding up process has been completed and for winding up of Shahi Shipping (BD) Ltd, necessary formalities are being in process. Hence the consolidated financial statement of the SKS Logistics Limited and its subsidiaries SKS waterways Ltd , Royal Logistics (Ship) Ltd & Shahi Shipping(BD) Ltd has not been prepared.

11. DIRECTORS

Mr. Homiyar Madan, Independent Director resigned with effect from 12/03/2012 due to personal reasons. The Board places on record its gratitude for the valuable guidance provided by Mr. Homiyar Madan during his tenure.

Capt. Subhash Kumar, a prominent Master Mariner, has been co opted as an Additional Director of the company with effect from 11th May 2012. He retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Company has received a notice from a member of the intention to propose his candidature for the post of Directorship under section 257 of the Act.

12. AUDITORS:

M/s N D Heda & Co, Chartered Accountants, Mumbai, the statutory auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224( 1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record the appreciation of the technical, commercial and financial teams of the company for their untiring efforts. Your directors also wish to thank the officials of Directorate General of Shipping, Indian Registry of Shipping, Mercantile Marine Dept., Financial institutions and Banks for their continued support during the year. Your directors are also thankful to the shareholders and other business partners for the trust reposed in them. Your directors also thank the employees at all the levels without whose support the growth levels achieved by the company would never have been possible.

For and on behalf of the Board of Directors

S K SHAHI

Chairman and Managing Director

Place: Mumbai Date: 14th August 2012

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Mar 31, 2010

The directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the company for the financial year ended on 31st March 2010.

1. FINANCIAL RESULTS:

The summary of financial results of the company for the year ended 31st March 2010 is furnished below.

Particulars 2009-2010 2008-2009

Rs.In Lacs Rs.In Lacs

Gross Profit/Loss 345 1599

Less: Interest and Finance Charges 689 718

Less: Provision for Depreciation 577 763

Profit before Tax -921 118

Less: Provision for Taxation:

Current Tax 2 13

Deferred Tax -104 87

Fringe Benefit Tax Nil 10 Profit After Tax -819 8

2. DIVIDEND:

In veiw of loss in the current year your directors has not recommended any dividend.

3. PERFORMANCE:

Income from operations during the current year was Rs.29.42 crores as against Rs.32.83 crores in the previous year. This indicates decline of about 10.38% over the previous year as a result of the economic recession which continued to affect us till December 2009. The gross profit of Rs.3.45 crores registered a decrease of about 21.58% over the previous years 15.99 crores. The drop in profits is largely due to loss on sale of vessel M.V. Royal Pisces. During the current year the interest and finance charges have decreased from Rs 7.18 crores to Rs.6.84 crores.

Global economy showed signs of turnaround with Asian economies experiencing a relatively stronger rebound. Indias GDP growth for the last quarter of 2009-10 turned out to be robust, it showed record growth of 8.6% as compared to 5.8% in the same quarter of previous year.

4. FIXED DEPOSITS:

The company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

5. POLLUTION, ENVIRONMENT AND SAFETY:

The conservation of Energy and Technology Absorption under the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable to your company. However all measures are taken by your company to ensure that conservation of energy takes place at all stages of operations of the vessels as well as onshore activities.

There is no import of technology during the current year. The details of Foreign exchange earned and out go are separately given in this report.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(1) In the preparation of the annual Accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures.

(2) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the profit and loss account of the company for that year.

(3) Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(4) The annual accounts have been prepared on a going concern basis.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the listing agreement with the stock exchange. Management discussion and analysis report and a report on corporate governance are given as annexure "A" and "B" to this report. A certificate from the statutory auditors of the company regarding compliances of conditions of corporate governance is also enclosed herewith.

8. PARTICULARS REGARDING THE EMPLOYEES:

The information required under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975, as amended, forms part of this report. However as per section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being circulated to all the shareholders excluding the aforesaid information. Shareholders interested in obtaining this information may write to Compliance Officer of the Company.

9. PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Pursuant to the notification No GSR 1029 dated 31-12-1988; companies are required to furnish prescribed information regarding conservation of energy and technology absorption. However this does not apply to your company as the shipping industry is not included in the schedule to the relevant rules. The details, however, as regards Foreign exchange earnings and out go are given below.

(a) Foreign Exchange Earned Rs. NIL

(b) Foreign Exchange Outgo Rs. 1.52 Lacs

10. SUSBSIDIARIES:

For the SKS Logistics (Singapore) Pte Ltd. necessary winding up process has been completed and for winding up of Shahi Shipping (BD) Ltd, necessary formalities are in the final stage.

11. DIRECTORS:

Board of Directors noted with deep regret the sad demise of the Companys Promoter and Executive Director Mr F M Koli on February 09, 2010. Mr Koli was known for his dignified unassuming personality, intellect, meticulous planning and business acumen. The Board places on record its gratitude for the valuable guidance provided by Mr Koli during his association with the company since its inception.

Mr.Tony Adam, Independent Director resigned with effect from 05/05/2009 due to personal reasons. The Board places on record its gratitude for the valuable guidance provided by Mr Tony Adam during his tenure.

Mr. Homiyar Madan, a prominent Chartered Accountant, has been co opted as an Additional Director of the company with effect from 29/04/10. He retires at the ensuing Annual General Meeting but being eligible, offers himself for reappointment. The Company has received a notice from a member of the intention to propose his candidature for the post of Directorship under section 257 of the Act.

At the ensuing Annual General Meeting, Mr.B.B.Bhawsar retires by rotation and offers himself for re-appointment. The Board recommends his appointment.

12. AUDITORS:

M/s N D Heda & Co, Chartered Accountants, Mumbai, the statutory auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

13. ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record the appreciation of the technical, commercial and financial teams of the company for their untiring efforts. Your directors also wish to thank the officials of Directorate General of Shipping, Indian Registry of Shipping, Mercantile Marine Dept., Financial institutions and Banks for their continued support during the year. Your directors are also thankful to the shareholders and other business partners for the trust reposed in them. Your directors also thank the employees at all the levels without whose support the growth levels achieved by the company would not have been possible

For and on behalf of the Board of Directors

Place: Mumbai S. K. Shahi

Date : 13-8-2010 Chairman and Managing Director