shahi shipping ltd Directors report

To,

The Members,

SHAHI SHIPPING LIMITED

Mumbai

Your Directors are pleased to present herewith the 33rd (Thirty Third) Annual Report of Shahi Shipping Limited (‘the Company) along with the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The summarized financial highlights of the Company are given below:

(Rs. In Lakhs)

Particulars	2022-23	2021-22
Revenue from operations	1089.47	940.29
Other income	124.48	225.49
Total Income	1213.95	1165.78
Profit/(Loss) before Interest, Dep, Finance Cost and Tax Expense	136.08	109.09
Finance Cost	39.36	47.01
Depreciation	61.27	77.46
Profit(Loss) before Tax, Prior Year Adjustment & Exceptional Item	35.44	(15.38)
Exceptional Item	-	-
Deferred Tax	(5.36)	(6.90)
Current Tax	-	-
Profit/ (Loss) After Tax	40.81	(8.48)
Other Comprehensive Income / Loss	-	-
Total Comprehensive Income / (Loss)	40.81	(8.48)

Notes:

The above financial results have been prepared in accordance with Indian Accounting Standards ("IND-AS") as under Section 133 of Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Previous year figures have been re-grouped/ re-classifieds.

2. PERFORMANCE REVIEW:

The Key Highlights of the Companys performance (Standalone) for the year ended March 31, 2023 are as under:

• Net Revenue from operations recorded at Rs. 1089.47 Lakhs as against revenue of Rs. 940.29 Lakhs in the previous financial year.

• PBDT recorded at Rs. 136.08 lakhs as against last years figure of Rs.109.09 lakhs.

• Net Profit after tax is recorded at Rs. 40.81 Lakhs against corresponding previous years net loss of Rs. 8.48 lakhs. The Financial year 2022-23 was a good year for the Company as compared to its previous F.Y. The management is much optimistic for its future performance and will endeavors all its efforts to keep the organization as profitable concern.

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

The Shahi Shipping Limited operates in the field of transportation of cargo and lighter age operation in the inland 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 1500 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.

4. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31, 2023 is Rs. 30,00,00,000/- (Rupees Thirty Only), comprising of 3,00,00,000 (Three Crore Only) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each. The paid up share capital of the Company as on March 31, 2023 is Rs. 14,49,48,740 comprising of 1,44,94,874 shares of Rs. 10/- each. During the year under review, the Company has not issued any Equity Shares.

During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2023, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

5. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There is no change in the nature of the business of the Company or of its subsidiary, during the year under review.

6. DIVIDEND:

With a view to conserve resources for future business operations of the Company, your Directors do not recommend dividend for the financial year 2022-23.

7. AMOUNT TRANSFERRED TO RESERVE:

The Company has not transferred any amount to any Statutory or general reserves during the Financial Year ended 2022-23.

8. MATERIAL CHANGES AFFECTING THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

9. HUMAN RESOURCE DEVELOPMENT:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in 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.

10. SUBSIDIARY COMPANIES:

The Company has one subsidiary, namely Royal Logistics (Ship) Ltd., which have not commenced their operations. the consolidated financial statement of the Shahi Shipping Limited and its subsidiary, Royal Logistics (Ship) Ltd has not been prepared. During the period under review, name of other subsidiary of the Company namely SKS Waterways Limited, have been struck off from the records of the Ministry of Corporate Affairs.

11. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of and ‘General Meetings, respectively have been duly followed by the Company.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby state and confirms that:

a) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company as at the end of Financial Year March 31, 2023 and of the loss of the Company for that period;

c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2023; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2023.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

The Board of Directors as on March 31, 2023 comprised of the following directors:

Name of Directors & KMPs	DIN/PAN	Designation
Mr. Sarvesh Kumar Shahi	00359535	Executive Director Chairman - MD
Ms. Anjali Shahi	03363248	Non-Executive Non Independent Director
Mr. Omprakash Ramdhin Singh	08597117	Non-Executive - Independent Director
Mr. Sanjeev Kumar Singh	08698524	Non-Executive - Independent Director
Ms. Vijila Vincent Nadar	ATEPN0400C	Chief Financial Officer
Mr. N V Agandeswaran	ADXPA4509L	Company Secretary and Compliance Officer

Change in Directors:

i. Retirement by rotation and subsequent re-appointment:

In accordance with the provisions of the Act read with Articles of Association of the Company, Ms. Anjali Shahi (DIN: 03363248), Non-Executive (Non-Independent) Director of the Company, is due for retirement by rotation at the forthcoming 33rd (Thirty Third) Annual General Meeting (AGM), and she being eligible, offered herself for re-appointment pursuant to provisions of Section 152 of the Act.

ii. Re-appointment of Managing Director: None

iii. Regularization of Additional Director by Members at 33^rd AGM: None In the opinion of the Board, all the Independent Directors (including those appointed /re-appointed during the year) are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent

Directors of the Company.

Further, brief resume of the director(s) proposed to be appointed/re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, have been furnished separately in the Notice convening the 33rd Annual General Meeting read with the Annexure thereto forming part of this Report.

The Company has received necessary declaration from all directors stating that they are not debarred or disqualified from appointed or continuing as Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of the Act.

Details of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance. During the period, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Change in KMP:

Mr. N V Agandeswaran (Membership Number: A7966) had been resigned as Company Secretary and Compliance Officer of the Company but he has been reinstated as Company Secretary and Compliance officer w.e.f. 21/12/2022.

Ms. Dakshata Chavan was designated as Chief Financial Officer (CFO) of the Company W.e.f. May 29, 2023.

Ms. Vijila Vincent Nadar resigned from the position of Chief Financial Officer (CFO) of the Company w.e.f. May 28, 2023.

14. BOARD EVALUATION:

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

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors has carried out an annual evaluation of its own performance, Board, its 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 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 February, 13, 2023 performance of non-independent 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.

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors Independent Director) which have been placed on the website of the Company at the link: www.shahilogistics.com

15. INDEPENDENT DIRECTOR:

(i) Declaration from Independent Directors

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of the Act. As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Boards Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. The Independent Directors of the Company confirmed that they are in compliance with the requirements of Regulation 25 of Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

(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.

16. MEETINGS:

During the Financial year 2022-23, the Board of Directors of the Company met Five times (5) times. The intervening gap between any two meetings was within the period prescribed under the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 including circulars/ notifications issued by the Ministry of Corporate Affairs and the SEBI. The details of meetings held are given in the Corporate Governance Report.

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 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, employers 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. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

19. ANNUAL RETURN:

2023 is uploaded on the website of the Company and can be accessed at www.shahilogistics.com.

20. 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. As at the end of the Reporting period dated March 31, 2023, the composition of various committees is as per the applicable provisions of the Act along with the Rules and SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015. The brief details of various committees, terms of reference is provided separately in the Corporate Governance report.

21. AUDIT COMMITTEE:

Audit Committee of the Board has been constituted as per Section 177 of the Act,rule 6 of the Companies (Meetings Board and its Powers) Rules, 2014, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as at the end of the Financial Year. 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.

22. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Act read with Regulation of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as at the end of the Financial Year. The Stakeholders Relationship Committee is empowered to consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of financial statement 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.

23. NOMINATION AND REMUNERATIONCOMMITTEE:

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Act and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as at the end of the Financial Year. 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.

24. AUDITORS:

a) 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, 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 2^nd 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. 2022-23 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.

b) 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 December 21, 2022, appointed M/s. GMS & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2022-23 and issue Secretarial Audit Report.

Further, the Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on August 30, 2023 has re-appointed M/s. GMS & Co., Practicing Company Secretaries as the "Secretarial Auditor" of the Company for the Financial Year 2023-24.

The Secretarial Audit Report issued by M/s. GMS & Co. for the financial year 2022-23 in Form MR-3 forms part of this report and marked as Annexure II.

The Secretarial Auditor has made following observation(s) and the Management reply for the same is as under:

Sr. No.	Auditors Observation	Management Reply
1.	As per SEBIs circular no. CIR/ISD/3/2011 dated 17th June 2011, 100% of Promoter and Promoter shareholding Groups should dematerialized.	The Promoter and Promoter Groups Shareholding of the Company is still not 100% held in dematerialized form.
	The Promoter and Promoter Groups Shareholding of the Company is not 100% held in dematerialized form.
2.	As per Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all listed companies are required to pay Annual Listing Fees (ALF) to the Stock Exchange where its securities are listed, before the 30th of April every year.	The Company states that it is intending to clear all the outstanding dues towards the Listing Fees on priority basis.
	The Company has not paid the annual listing fees to the stock exchange.
3.	As per Regulation 46 and 62 of the SEBI LODR Regulations, 2015, the Company shall disclose the prescribed information on the website of the Company.	The Company is in process of updating the requisite information on the website of the Company
	The website of the Company do not contain the information as required under Regulation 30, Regulation 46, Regulation 62 and other applicable Regulations of SEBI LODR Regulations 2015.
4.	As per Regulation 6 of the SEBI LODR Regulations, 2015, a listed entity shall appoint a qualified company secretary as the compliance officer.	The Company has appointed a Company Secretary and Compliance officer w.e.f. 21/12/2022.
	The Company does not have a Company Secretary and a Compliance officer during the complete financial year 2022-23.
5.	Company has not filed certain mandatory E-Forms with Registrar of Companies (Ministry of Corporate Affairs) yet. Further few E-Forms filed by the company with additional/delayed fees.	The Company is in Process of filing of all the pending e-forms with ROC as soon as possible.
6.	Few quarterly compliance filings under SEBI LODR Regulations, 2015 also not done by the company with in the stipulated time.	The Company will follow/filed all the compliance reports within the time specified in the SEBI LODR Regulations, 2015.

c) Internal Auditor:

The Board of Directors of the Company have re-appointed M/s. Wandrekar & Co., Chartered Accountants, Mumbai as an Internal Auditor of the Company, for the financial years, starting from Financial Year 2022-23, to look after all the internal audit requirements and report of the same is placed/forwarded to Audit Committee and Statutory Auditor of the Company on the relevant and necessary matters from time to time.

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of the Board, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Report.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

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

27. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

The company, during the year, has entered into transactions, as specified under section 188 (1) of the Act, with related Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is forming part of Board Report as Annexure III. The details of related party transactions are set out in the notes to the financial statements.

All related party transactions that were entered into during the financial year were on an arms length basis and ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee by way of ratification. The transactions entered reviewed by the audit committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

28. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details of the employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure -IV.

29. 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 Companys operations in future.

30. CORPORATE GOVERNANCE:

The Company constantly endeavors to follow the corporate governance guidelines and best practice sincerely and the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding corporate governance.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance. 31. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors Report.

32. BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

33. MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

34. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

35. 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 the Company pursuant to the provisions of Section 177 of the Act 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 Companys code of conduct and ethics policy. The Vigil Mechanism/Whistle Blower Policy is available on the Companys website www.shahilogistics.com

36. DEPOSITS FROM PUBLIC:

During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.and as such, no amount of principal or interest was outstanding as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

37. 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 at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding 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. No complaint pertaining to sexual harassment was received during the Financial Year 2022-23.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions pertaining to Investor Education and Protection Fund (Uploading of Information regarding unpaid unclaimed amounts lying with Companies) Rules, 2012, are not applicable to your Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure V which forms part of this Report.

40. LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited. Further, your Company is in process to pay the Annual Listing Fees financial years from 2018-19 to 2022-23 to BSE Limited, the stock exchange where the Companys shares are listed. The trading in the scrip of the Company has been suspended by the BSE on account of non-payment of listing fees and of SEBI & Exchange Regulations issued under various SOP circulars and notifications issued by SEBI.

41. 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 Companys financial position have occurred between the end of the financial year of the Company and date of this report.

42. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

43. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 .

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2023.

44. FUTURE OUTLOOK:

The shipping industry is poised for growth in the coming years. Your Company with some inherent advantages such as operation cost, committed professional manpower and proper upkeep of vessels is expected to cash on the opportunities provided. Your Company has highly qualified and dedicated team of professionals in various work profile to focus on quality improvement of each and every work.

Your Company has since last few years taken initiatives to broaden its fleet base to minimize the risk s and maximize the

45. 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 the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys 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 Board of Directors and the designated employees have confirmed compliance with the Code. The Compliance officer is entrusted with responsibility of overseeing, the compliances prescribed in connection with prevention of Insider Trading.

46. OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were not ran on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Joint Venture(s).

e) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries, Joint Venture/Associate Company.

f) Voting rights which are directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially holds shares as envisaged under section 67(3)(c) of the Act ).

g) Any significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

47. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

48. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Companys bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued.

Your Directors also sincerely acknowledge the significant contributions made by all the employees through their services to the Company Your Directors look forward to your continuing support.

For and on behalf of the Board of Directors

	Sarvesh Kumar Shahi	Anjali Shahi
Date: August 30th, 2023	Chairman & Managing Director	Director
Place: Mumbai	DIN: 00359535	DIN:03363248