(i) Overview
As the logistics sector grapples with one of the largest global
exogenous shock to economies, almost all aspects of managing supply chains will go through
substantial changes. In case of India, several long horizon transformations will get
accelerated and perhaps skip a generation of gradual improvements. Logistics and supply
chains will become more resilient and dynamic in this new world order. Traditional supply
chain models will need to adopt innovative digital technologies to build resiliency and
meet future challenges. Massive changes in supply chains will trigger an accelerated trend
of digital transformation. From planning to execution, every element of the logistics
process will be reconsidered, repurposed, and digitized.
(ii) Industry structure and development
The business of transportation is in the hands of operators both in
organized as well as in unorganized sector. A large portion of the transportation business
is undertaken conventionally by operators in unorganized sector. Our Company being an
operator in organized sector has to compete with operators in unorganized sector. In the
process of the transportation business we also offer logistics and specialized project
transportation services. The project transportation services involve logistics of Over
Dimensional/Over Weight Consignments where also several new operators have started
offering the same services, thereby increasing competition.
(iii) Opportunities and Threats
Performance, growth and development of Surface transport and logistics
service business is directly linked with and related to performance, growth and
development of industry in our country. The specialized project logistics business is
linked with setting up of new projects requiring Over Dimensional Plant & Machinery.
Surface transportation & Logistics solutions are one of the most important
prerequisites for development of trade and industry and setting up of new industrial
projects. The project transportation also suffers from ambiguous government regulations.
In cycles of economic growth and development of Indian Industry, our Company finds
opportunities, whereas in cycles of economic slowdowns in Indian industry our Company
faces challenges and threats of fierce competition from operators in unorganized sector.
(iv) Segment-wise or product-wise performance
The business of the Company falls under a single segments namely,
Surface Transportation. i.e. For the Purpose of accounting standard.
(v) Outlook
The Company has proven capabilities and competency to offer domestic
and International Surface transportation, complex logistics solutions for Over Dimensional
Consignments by multi modal routes and international freight forwarding services to its
customers. The Company is also providing innovative logistics solutions to its customers
with value addition in its services. With these advantages, we have good prospects of
demand for Companys services. The Company is making sustained marketing efforts for
its services. Besides, to improve the profitability, the Company has reduced its work
force and other cost reduction measures are underway to sustain in the business.
Accordingly, the performance of the Company in current year as well as coming years shall
continue to be highly dependent upon revival of infrastructure sector, power sector,
industrial project and procurement of orders.
(vi) Risks and concerns
Our Company, as in case of any other body corporate, is exposed to
specific risks that are particular to its business and the environment within which it
operates. These include credit risks, market risks and operational risks. We have
established policies and procedures to manage these risks. Such policies and procedures
are continuously bench marked with best practices in Indian and International Surface
Transport Sector.
(vii) Internal control system and their adequacy
The Company has a well-defined organization structure, authority levels
and internal policies and procedures for conducting business transactions. The Company has
an internal audit system, and the audit plans. The Audit Committee periodically reviews
internal audit reports and adequacy of internal controls.
(viii) Discussion on financial performance with respect to operational
performance
The Companys total earnings including other income for the year
amounting to 12780.55 Lakhs as compared with previous years total earnings of
24315.54 Lakhs. For the year the profit before exceptional items and taxation is 456.86
Lakhs. The Profit after taxation for the year is 255.49 Lakhs.
(ix) Material developments in Human Resources/Industrial Relations
front, including number of people employed
The key resource for the Company is its employees, which is giving the
Company a competitive edge in the business environment. The Company has been able to
create a favorable work environment that encourages innovation and meritocracy.
For this purpose, we have a practice of rigorous job rotation, training
in new age skills and multi-functional exposure and responsibilities.
(x) Cautionary Statement
Statements in this management discussion and analysis describing the
Companys objectives, projections, estimates and expectations may be forward looking
statements within the meaning of applicable laws and regulations. Actual results may
differ substantially or materially from those expressed or implied. Important developments
that could affect the Companys operations include a downtrend in the industry-global
or domestic or both, significant changes in political and economic environment in India,
applicable statues, litigations etc.
Place: Ahmedabad |
By Order of the Board |
Date: 05/09/2023 |
For, Seacoast Shipping Services Limited |
|
Sd/- |
|
Manishkumar R. Shah |
|
Chairman cum Managing Director |
|
DIN: 01936791 |
FORM No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023.
(Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members of
M/s. Seacoast Shipping Services Limited
(Previously known as Mahaan Impex Limited)
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/s. SEACOAST
SHIPPING SEARVICES LIMITED (Previously known as Mahaan Impex Limited)
(hereinafter called "the Company"). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on my verification of the Companys papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit and as per the explanations given to me and the
representations made by the Management, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2023 generally complied with the statutory provisions listed hereunder and also that the
Company has proper Board processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made here in after:
(1) I have examined the books, papers, minute books, forms and
returns filed and other records made available to me and maintained by the Company for the
financial year ended on 31st March, 2023 according to the applicable provisions
of:-
(a) The Companies Act, 2013 (‘the Act) and the rules made
there under;
(b) The Securities Contract (Regulation) Act, 1956 (‘SCRA)
and the rules made there under;
(c) The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
(d) Foreign Exchange Management Act, 1999 and the rules and regulations
made there under to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;(This Clause is not applicable to the Company during
the year under reviewed)
(e) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of
India Act, 1992 (‘SEBI Act):
(i) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(ii) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(iii) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
(iv) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations,
2014 (Not applicable to the Company during Audit Period);
(v) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; (This Clause is not applicable to the Company during
the year under reviewed)
(vi) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(vii) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (This Clause is not applicable to the Company during the year
under reviewed)
(viii) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998;(This Clause is not applicable to the Company during the
year under reviewed)
(f) Other laws applicable to the Company as per the representations
made by the Management.
(2) I have also examined compliance with the applicable clauses of
the following:-
(a) Secretarial Standards of The Institute of Company Secretaries of
India with respect to board and General meetings are yet to be specified under the Act by
the Institute.
(b) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
(3) During the period under review and as per the explanations and
clarifications given to me and the presentations made by the Management, the Company has
generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc.
mentioned above.
According to the information and explanation given to us and the
records of the Company examined by us, the Company has violation of Regulation 18 (1) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the company has violation Regulation 18(1) Non-compliance with the
constitution of audit committee till 02nd June 2022.
According to the information and explanation given to us and the
records of the Company examined by us the Company has violation Regulation 19(1)&
19(2) Non-compliance with the constitution nomination and remuneration committee till 02nd
June 2022.
According to the information and explanation given to us and the
records of the Company examined by us the Company has violation Regulation 17(1)
Non-compliance with the requirement pertaining to the Composition of the Board till 02nd
June 2022.
According to the information and explanation given to us and the
records of the Company examined by us the Company has not compliant Regulation 29(2)&
29(3) for the Month of February 2023.
According to the information and explanation given to us and the
records of the Company examined by us the Company has not compliant Regulation 23(9) for
the half year ended September 2022.
(4) I have relied on the information & representations made by
the company & its officers for systems and mechanisms formed by the company for
compliances under other applicable acts, laws and regulations to the company.
(5) I further report on the basis of information received and
records maintained by the company that:
(i) I further report that Adequate notice is given to all directors to
schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven
days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting. Decisions at the board meeting were taken unanimously.
(ii) Majority decision is carried through and there were no dissenting
views on any matter.
(6) I further report that as per the explanations and
clarifications given to us and the representations made by the management, there are
adequate systems and processes in the company commensurate with the size and operations of
the company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines
There were no other specific events / actions having a major bearing on
the Companys affairs in pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc.
|
For, Dharti Patel & Associates |
|
Company Secretaries |
| Palace: Ahmedabad |
|
| Date: 05.09.2023 |
Sd/- |
| UDIN: F012801E000946767 |
|
|
Dharti Patel |
|
Proprietor |
|
C.P.No.19303 |
|
M. No. F52283 |
*This Report is to be read with my letter of even date which is annexed
as Annexure A and forms an integral part of this report.
To,
The Members,
M/s. Seacoast Shipping Services Limited
(Previously Known as Mahaan Impex Limited)
My report of even date is to be read along with this letter
(a) Maintenance of Secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on our audit;
(b) I have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in Secretarial records. I believe that the process and practices, I followed
provide a reasonable basis for my opinion;
(c) I have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company;
(d) Where ever required, I have obtained the Management representation
about the Compliance of laws, rules and regulations and happening of events etc.
(e) The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis;
(f) The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
|
For, Dharti Patel & Associates |
|
Company Secretaries |
| Palace: Ahmedabad |
|
| Date: 05.09.2023 |
Sd/- |
|
Dharti Patel |
|
Proprietor |
|
C.P.No.19303 |
|
M. No. F52283 |
+91-9892691696
