To
The Shareholders,
Chowgule Steamships limited,
Your directors present the Sixtieth Annual Report and the Audited Accounts for the year
ended 31st March, 2023.
1. FInAnCIAL RESULTS
(R in lakhs)
|
Standalone |
Consolidated |
|
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
Profit before financial charges, depreciation, impairment, exceptional
items & tax |
57.42 |
237.16 |
(33.47) |
5,640.43 |
| Financial charges |
(51.74) |
(47.75) |
(112.15) |
(494.94) |
| Depreciation |
(50.27) |
(55.22) |
(50.27) |
(498.63) |
| Profit / (Loss) before exceptional item |
(44.59) |
134.19 |
(195.89) |
4,646.85 |
| Exceptional Items |
– |
(9,549.59) |
– |
– |
| Profit/ (Loss) before tax |
(44.59) |
(9,415.40) |
(195.89) |
4,646.86 |
| Provision for tax (net) |
79.99 |
87.32 |
79.99 |
87.32 |
| Profit/ (Loss) after tax |
35.40 |
(9,328.08) |
(115.90) |
4,734.18 |
| Other comprehensive income |
– |
0.08 |
(747.75) |
(290.67) |
| Total comprehensive income |
35.40 |
(9,328.00) |
(863.65) |
4,443.51 |
| Brought forward from previous year |
(7,164.35) |
2,163.65 |
(15,962.91) |
(20,406.42) |
| Surplus / (Deficit) in the statement of profit and loss |
(7,128.95) |
(7,164.35) |
(16,826.56) |
(15,962.91) |
2. mAnAGEmEnT DISCUSSIOn, AnALYSIS / OPERATIOnS REPORT AnD PERFORmAnCE OF ThE COmPAnY
During the year under review the Company did not have income from shipping operation at
the stand alone as well as at consolidated level. At consolidated level, profit before
interest, depreciation and tax came down from R 5,640.43 lakhs to a loss of R
33.47 lakhs mainly due to the sale of only vessel in the previous year by its Wholly Owned
Subsidiary.
The Companys Wholly Owned Subsidiary (WOS) viz Chowgule Steamships Overseas Limited
(CSOL) does not have any vessel. CSOL has no revenue but has accumulated losses. Also
considering negative net worth, CSOLs financials have been prepared not on-going concern
basis. Therefore, in the previous year, Company has made the provision for diminution in
the value of investment in the standalone financials. Accordingly, during the year under
review, on standalone basis, the total comprehensive income was R 35.40 lakhs
against the loss of R 9,328 lakhs in the previous year.
The Company has experience of operating ships on international cross trade as well as
on coast and therefore always looking for opportunities in such trade. Presently Companys
income comprises of rental income from lease of immovable properties. n I TERnAL
FInAnCIAL COnTROL SYSTEm
The Company has effective systems of internal controls, which are periodically reviewed
by the Audit Committee of the Board of Directors. Based on its evaluation (as defined in
section 177 of Companies Act 2013 and Clause 18 of SEBI (LODR) Regulations 2015), our
audit committee has concluded that, as of 31st March, 2023 our internal financial controls
were adequate and operating effectively.
GOVERnmEnT POLICIES
The Indian economy and many developed countries continue to make effort for speedy
economic recovery. As part of overall strategy however, the Governments in various
countries continue to give priority for development of overall infrastructure. This bodes
well for overall trade.
n I DUSTRIAL RELATIOnS
The industrial relations during the year were very cordial and there were no industrial
disputes.
ThREATS, RISKS & COnCERnS
Freight Risks: The charter income is subject to freight rate risks and therefore
the Company, at group level, follows the policy of mixture of short period and long period
time charter contracts with first class charters to mitigate volatility in freight rates.
Interest Rate Risk: With a view to avoid uncertainty in the interest rate, the
necessary forward cover is taken at regular intervals wherever necessary.
Forex Risk: As major portion of the Groups revenues is generated from
international business in the US Dollar terms, the same creates a natural hedge against
foreign exchange exposures. The Company reviews Rupee - US Dollar parity on regular basis
to protect itself from currency fluctuation risks.
At the Company standalone level, there is very limited forex risk for the Company.
Counter Party Risks: The Company engages into charter contracts with the reputed
charters to avoid the risks to the freight earnings.
Government Policies: The Company regularly reviews the changes in the applicable
government policies affecting operations of the Company. human Resources: There is
a scarcity of floating staff. In view of outsourcing of crew management, the Company gets
the benefit of having efficient and cost effective floating staff from the Ship Managers
pool.
Ratios:
Details of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, along with detailed
explanations therefor, including: (i) Debtors Turnover : Not Applicable (ii) Inventory
Turnover : Not Applicable (iii) Interest Coverage Ratio : Not Applicable (iv) Current
Ratio : 8.92 (v) Debt Equity Ratio : Not Applicable (vi) Operating Profit Margin (%) : Not
Applicable (vii) Net Profit Margin (%) or sector-specific equivalent ratios, as applicable
: Not Applicable Details of any change in Return on Net Worth as compared to the
immediately previous financial year along with a detailed explanation thereof.
3. DIVIDEnD
Considering the liquidity and the cash flow position of the Company, the Board of
Directors did not recommend any dividend for the financial year under review.
4. RESERVES
During the financial year under review, the Company was not required to transfer any
amount to any reserves.
5. ShARE CAPITAL
The paid-up equity shares capital of the Company as on 31st March, 2023 was INR
3,630.84 lakhs comprising of 36,308,425 shares of INR 10/- each. During the year under
review, there has been no change in the capital structure of the Company.
6. SUBSIDIARIES
The Company has only one subsidiary company viz. Chowgule Steamships Overseas Limited
(CSOL). CSOL sold in June, 2021 only ship which it had in its fleet. Considering negative
net worth CSOLs financials have been prepared not on going concern basis. Due to
financial constraints CSOL cannot purchase ship and therefore will not have revenue from
operation.
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements of the Company and its subsidiary, which form part of
the Annual Report. Further, a statement containing the salient features of the financial
statement of the subsidiary in the prescribed format AOC-1 is attached as Annexure 1 The
Company will make available these documents / details upon request by any member of the
Company. However, pursuant to Accounting Standard AS-21 of the Companies (Accounting
Standards) Rules 2016, Consolidated Financial Statements presented by the Company include
the financial information of its subsidiary. The Company does not have any other joint
venture / associate company in which it has significant influence.
7. InSURAnCE
The Company has sufficient insurance cover.
8. DIRECTORS AnD KEY mAnAGERIAL PERSOnnnEL
Mr. Jitendra Patil has tendered his resignation from the post of Company Secretary
& Compliance Officer of the Company with effect from May 23rd, 2022. On the
recommendation of the Nomination and Remuneration Committee ("NRC"), the Board
of Directors at its meeting held on 05 August, 2022, has considered and approved
appointment of Ms. Rinky Gupta, as a Company Secretary and Compliance Officer of the
Company pursuant to the provisions of Section 203 of the Companies Act 2013 and Compliance
Officer under Regulation 6(1) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). She shall also act as Nodal Officer under the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 w.e.f. 05
August, 2022 The Company has devised a Policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors) which includes
criteria for performance evaluation of Non-Executive Directors and Executive Directors.
The evaluation process inter-alia considers attendance of the Directors at the Board and
the Committee meetings, effective participation, domain knowledge, compliance with code of
conduct, vision and strategy, etc.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board / Committee of the Company.
The Board proposed its members in this Annual General meeting to change the designation
of Mr. Vijay Chowgule from Non- Executive Non-Independent Director to Whole time Director
(Promoter). Also, in order to comply with the Corporate Governance Regulations and to
enhance the functioning of the Board the Board of Directors had proposed the appointment
of Mr. Mangesh Sawant as Non-Executive Independent Director. Both the appointments which
were proposed in the 59th Annual General Meeting, the Notice of which is an integral part
of the Annual Report. Both the said appointments were recommended by the Nomination and
Remuneration Committee in their meeting held on August 25, 2022. Such appointments were
approved by members in the 59th Annual General Meeting held during the year Further the
Board of Directors in their meeting held on August 25, 2022, on recommendation of
Nomination and Remuneration Committee through their meeting held on even date have
appointed Mr. Vikram Deshpande as Chief Financial Officer of the Company.
9. CORPORATE GOVERnAnCE
In terms of the listing agreement with the BSE Ltd., the Corporate Governance Report is
annexed hereto and forms a part of this Report.
10. CODE OF COnDUCT
The Board of Directors has laid down a Code of Conduct for all the Board Members and
Senior Management of the Company. The said Code has been hosted on the website of the
Company. All the Board Members and Senior Management have affirmed compliance to the Code.
11. BOARD EVALUATIOn
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and other Committees. a) Observations of Board Evaluation carried out
for the year - There were no observations in the Board Evaluation carried for the year b)
Previous years observations and actions taken - There were no observations of the Board
evaluation for the last financial year c) Proposed actions based on current year
observations - Not applicable The manner in which the evaluation has been carried out has
been given in the Corporate Governance Report.
12. REmUnERATIOn POLICY
The Board has, on recommendation of the Nomination & Remuneration Committee framed
a policy for selection and appointment of Directors, Senior Management and their
remuneration. The remuneration Policy is annexed herewith.
13. mEETInGS
During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held.
The details of the same are given in the Corporate Governance Report which is part of this
report. The intervening gap between the Meetings was within the period prescribed under
the Act.
14. AUDIT COmmITTEE
The composition of the Audit Committee is in line with the provisions of Section 177 of
the Act read with Regulation 18 of SEBI Listing Regulations. The Chairman of the Audit
Committee is an Independent Director. The details of the composition of the Audit
Committee are given in the Corporate Governance Report which is part of this report.
During the year all the recommendation of the Audit Committee were accepted by the Board.
15. STAKEhOLDERS RELATIOnShIP COmmITTEE
The composition of the Stakeholders Relationship Committee (SRC) is in line with the
Section 178 of the Act read with Regulation 20 of SEBI Listing Regulations.
16. nOmInATIOn AnD REmUnERATIOn COmmITTEE
The composition of the Nomination and Remuneration Committee (NRC) is in line with the
Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations. The details of
meetings and their attendance are included in the Corporate Governance Report.
17. CORPORATE SOCIAL RESPOnSIBILITY
As the Company does not full fill criteria laid down in Section 135 of the Companies
Act, 2013 the provisions of Corporate Social Responsibility are not applicable to the
Company.
18. ExTRACT OF AnnUAL RETURn
In accordance with Section 134 (3) (a) of the Companies Act 2013, annual return form is
available on the Companys website www.chowgulesteamhsips.co.in the ‘Investor
Information section.
19. DIRECTORS RESPOnSIBILITY STATEmEnT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, hereby state and confirm that: a) in the preparation of annual
accounts, the applicable accounting standards have been followed and that no material
departures have been made from the same. b) appropriate accounting policies have been
selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2023 and the profit of the Company for that period. c) proper
and sufficient care has been taken 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 annual accounts have
been prepared on a ‘going concern basis. e) proper internal financial controls were
in place and that the financial controls were adequate and were operating effectively. f)
that systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.
20. AUDITORS
Statutory Auditors
Pursuant to the Section 139 of Companies Act, 2013 and other applicable rules there
under, M/s. M. N. Chokshi & Co. LLP., Chartered Accountants (Firm Registration No. FRN
101899W/W100812) were appointed as Statutory Auditor of the Company for 5 consecutive
financial years commencing from conclusion of 59th Annual General Meeting to conclusion of
the 64th Annual General Meeting. i.e. to audit the accounts for the period commencing from
2022-2023 until 2026-2027.
Accordingly, M/s. M. N. Chokshi & Co. LLP., Chartered Accountants (Firm
Registration No. FRN 101899W/W100812) shall continue to be the Statutory Auditors of the
Company for F.Y 2023-2024. The notes on financial statement referred to in Auditors Report
are self-explanatory and do not call for any further comments. The Auditors Report does
not contain any qualification, reservation or adverse comment.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Board at their Board Meeting to be held on 5thAugust,2022 have proposed
appointment of Mr. Pranay Vaidya from Dipesh Pranay and Co. LLP as Secretarial Auditors of
the Company for the Financial Year 2022-2023. A secretarial audit report in Form No.MR-3
given by the secretarial auditor has been provided in an annexure which forms part of the
Directors Report.
Secretarial and statutory auditors observation(s) in audit report and directors
explanation thereto
Sr.no. |
Observations |
Comments |
(i) and |
The Company has delayed or defaulted in filing forms with the Ministry
of Corporate. |
The delay caused was due to technical issues and glitches on the MCA
website. |
(ii) |
And The Company has delayed in filing form certain Board Resolutions
with the Registrar of Companies pursuant to the provisions of Section 117(3) read with
Section 179(3) of the Companies Act, 2013. |
The Company is compliant in informing the same to the Bombay Stock
Exchange and had no intentions to withhold the information |
(iii) |
The company was in default from appointing a Whole Time Director or a
Chief Financial Officer, however on August 25, 2022 Mr. Vikram Deshapande was appointed as
Chief Financial Officer and on September 27, 2022 Mr. Vijay Chowgule was appointed as
Whole time Director of the Company. |
On August 25, 2022 Mr. Vikram Deshapande was appointed as Chief
Financial Officer and on September 27, 2022 Mr. Vijay Chowgule was appointed as Whole time
Director of the Company. |
(iv) |
The Company has not passed Resolutions in compliance of
Section 188 of the Companies Act 2013 regarding Related Party transactions in excess of
the limits specified in the section |
The said transaction and offer was made to the company to
earn revenue by leasing its land to a related party just after the 59th Annual General
Meeting. Considering the operational viability, it was not possible for the company to
conduct the General Body meeting or pass a postal ballot resolution considering the cost
involved in the same at the same time the Company had to grab the opportunity to earn
revenue and hence the management decided to get the approval at the first general meeting
after the said event. The company has placed the same before the shareholders for their in
the Notice convening the 60th Annual General Meeting to be held in 2023. |
(v) |
The Company has waived interest of R 192.13 ( in
Lakhs ) on loans given, based on request received from respective borrowers, not complying
with section 186(7) of the Companies Act, 2013 during the financial year 2022-23. |
The aforesaid waiver of interest is not prejudicial to
the interest of Chowgule Steamships limited for the following reason. Chowgule Steamships
limited has lent money to Angre Port Private Limited in FY 2021-22 of Rs. 15,00,00,000/-
with view to reduce its external debt burden. This step was taken as the existing debt
burden beyond the sustainable levels. Since then, the operations of Angre Port Private
Limited which were choked on account of interest commitments are consistently improving.
However, the same have not been improved to that level to sustain interest burden of inter
corporate loans. In case APPL is forced to pay interest on these Inter corporate loans
there is a strong possibility of operations of Angre Port Private Limited slipping back to
red. This will bring the existing principal amount also into danger. Therefore, we have
adopted the policy of reducing the principal rather than paying interest. Hence in our
opinion interest waiver is not prejudicial to the interest of Chowgule Steamships Limited. |
(vi) |
No loans were granted to persons referred to in section 185 of the
Companies Act, 2013 during the year, subject to our reservations on our opinion on the
similar compliance with respect to outstanding balances of such loans. |
The company has placed the same before the shareholders for their
approval in the Notice convening the 60th Annual General Meeting to be held in 2023. |
Sr.No. |
Observations |
Comments |
(vii) |
The composition of Board of Directors was not in lines with Regulation
17 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 until September 27, 2022. |
On August 25, 2022 Mr. Vikram Deshapande was appointed as Chief
Financial Officer and on September 27, 2022 Mr. Vijay Chowgule was appointed as Whole time
Director of the Company.
The Company has also appointed Mr. Mangesh Sawant as an Independent
Director on September 27, 2022. |
(viii) |
The Company has entered into transactions with the Related parties
which is not in lines with Regulation 23 of SEBI (Listing Obligation Disclosure
Requirements) Regulations 2015. |
The said transaction and offer was made to the company to earn revenue
by leasing its land to a related party just after the 59th Annual General Meeting.
Considering the operational viability, it was not possible for the company to conduct the
General Body meeting or pass a postal ballot resolution considering the cost involved in
the same at the same time the Company had to grab the opportunity to earn revenue and
hence the management decided to get the approval at the first general meeting after the
said event. The company has placed the same before the shareholders for their in the
Notice convening the 60th Annual General Meeting to be held in 2023. |
(ix) |
There was delay in filing Secretarial Compliance Report in compliance
of Regulation 24 A |
The Company filed the said report and has paid the requisite fines for
the same |
21. mATERIAL ChAnGES AnD COmmITmEnTS AFFECTInG FInAnCIAL POSITIOn
There have been no material changes and commitments which have occurred between the end
of financial year and the date of this report which can have impact on financial position
of the Company.
22. LOAnS, InVESTmEnT AnD GUARAnTEES ETC
During the year under review, the Company has not advanced any loans or made any
investments. The balance of Outstanding loans and advances are depicted in Note No. 5 and
Note No. 40 of the Standalone Financial Statements forming integral part of the balance
sheet
23. COnVERSATIOn OF EnERGY, TEChnOLOGY ABSORPTIOn AnD FOREIGn EARnInG AnD OUTGO
In accordance with the requirements of Rule 8 (A) of the Companies (Accounts) Rules
2014, a statement annexed hereto gives the particulars as required under the said rules
and forms part of this Report (Annexure 2).
24. STATEmEnT OF PARTICULARS OF APPOInTmEnT AnD REmUnERATIOn OF mAnAGERIAL PERSOnnEL
The information required under section 197 of the Act read with Rule 5(1)(i) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company and Directors is enclosed as "Annexure - 3" to
this report. The Company do not have employees drawing remuneration in excess of limits
prescribed under Section 197 read with rules framed thereunder.
25 . The Company has formulated a policy on materiality of Related Party
Transactions for dealing with such transactions in line with the requirements of Listing
Regulations. The policy on Related Party Transactions is available on the Companys
website viz. chowgulesteamships.co.in. The details of Related party Transaction as
required as is Annexed to this Directors Report.
26. The Risk Management Policy of the Company evaluates various risks surrounding
the business of the Company and its subsidiaries and seeks to review and upgrade its risk
management process. The Board of Directors formulates strategies and takes necessary steps
27. SIGnIFICAnT / mATERIAL ORDERS PASSED BY ThE REGULATORS:
There were no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations in future.
During the year under review the company has received notices intimating penalties from
the stock exchanges for contravention of certain regulations of SEBI (LODR) Regulations
2015. The company has paid the penalties as levied by the authorities.
28. n I TERnAL COnTROL SYSTEmS AnD ThEIR ADEqUACY:
The Company has in place adequate internal controls commensurate with the size, scale
and complexity of its operations. To maintain its objectivity and independence, the
Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal
Auditors monitor and evaluate the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company.
29. WhISTLE BLOWER POLICY / VIGIL mEChAnISm:
Company has established a Vigil Mechanism for enabling the Directors and Employees to
report genuine concerns. The Vigil Mechanism provides for: - (a) Adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) Direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. The Audit Committee of the Board has been entrusted with the
responsibility of overseeing the Vigil Mechanism. The Whistle Blower Policy is available
on the website of the Company viz www.chowgulesteamships.co.in
30. PREVEnTIOn, PROhIBITIOn AnD REDRESSAL OF SExUAL hARASSmEnT AT WORKPLACE:
The Company as an organization is committed to provide a healthy environment to all
employees and thus does not tolerate any discrimination and / or harassment in any form.
The Company ensures that there is healthy and safe atmosphere for every employee at the
workplace. There was no case pertaining to any harassment filed during the year.
31. DEPOSITS (SECTIOn 73 OF ThE COmPAnIES ACT 2013):
The Company has not accepted any deposits during the period under review.
32. SECRETARIAL STAnDARDS:
The Directors state that applicable Secretarial Standards with regard to Meeting of
Board of Directors (SS-1) and General Meetings (SS-2) as well as the Report on Board of
Directors (SS-4) issued by The Institute of Company Secretaries of India, have been duly
followed by the Company.
33. n I SIDER TRADInG:
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your
Company has constituted a comprehensive Code, which lays down guide lines and advises the
Directors and Employees of the Company on procedures to be followed and disclosures to be
made while dealing in securities of the Company.
The said policy can be viewed on our website: www.chowgulesteamships.co.in
34. GEnERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review: a. Issue of equity shares with differential rights as to dividend, voting or
otherwise; b. The Company does not have any scheme of provision of money for the purchase
of its own shares by employees or by trustees for the benefit of employees; c. No fraud
has been reported by the Auditors to the Audit Committee or the Board. d. There are no
shares lying in demat suspense account / unclaimed suspense account. Hence no disclosure
is required to be given for the same
35. DETAILS OF APPLICATIOn mADE OR PROCEEDInG PEnDInG UnDER InSOLVEnCY AnD BAnKRUPTCY
CODE, 2016:
During the year under review there were no application made or any proceedings were
pending under insolvency and Bankruptcy Code, 2016.
36. DETAILS OF DIFFEREnCE BETWEEn VALUATIOn AmOUnT On OnE-TImE SETTLEmEnT AnD VALUATIOn
WhILE
AVAILInG LOAn FROm BAnKS AnD FInAnCIAL InSTITUTIOnS:
During the year under review there were no instances of One-Time Settlements.
37. ACKnOWLEDGEmEnTS:
Directors place on record their appreciation for the continuing support and
co-operation from the customers, vendors, dealers, distributors, resellers, bankers,
shareholders, State Industries electricity and other Government departments.
The Directors also take this opportunity to thank the employees for their dedicated
service throughout the year in mitigating these risks.
|
For Chowgule Steamships Limited |
| Place : Mumbai |
Vijay Chowgule |
| Date : 12th May, 2023 |
Chairman |
|
DIN: 00018903 |
+91-9892691696
