The Directors are pleased to present the 63rd Annual Report on the
business and operations of your Company and Audited Accounts for the
financial year ended March 31, 2011.
FINANCIAL PERFORMANCE
The financial results of the Company for the financial year ended March
31, 2011 are presented below:
Rs. in Lakhs
2010-11 2009-10
Total Income 165928 224539
Total Expenditure 136407 181343
Profit before tax 29521 43196
Less : Provision for Income Tax 2800 3915
Profit for the year after tax 26721 39281
Add/(Less): Prior period adjustments (75) 294
Net Profit 26646 39575
Less: Transfer to Tonnage Tax Reserve
Account under section
115VT of the Income-tax Act, 1961 4000 4000
22646 35575
Add : Surplus brought forward from previous year 288673 271177
Amount available for appropriation 311319 306752
Appropriations:
-Transfer to General Reserve 2700 4000
-Interim Dividend on Equity Shares 5330 -
-Proposed Dividend on Equity Shares 6853 12183
-Tax on Dividends 1660 1896
Balance Carried Forward 294776 288673
The total income for the year was recorded at Rs. 165928 lakhs as
against Rs. 224539 lakhs in the previous year and a Net Profit after
prior period adjustments of Rs. 26646 lakhs as against Rs. 39575 lakhs
in the previous year.
DIVIDEND ON EQUITY SHARES
During the year, your Directors declared and paid interim dividend of
Rs. 3.50/- per share resulting in an outflow of Rs.6215 lakhs
(inclusive of tax on dividend).
Your Directors recommend a dividend of Rs. 4.50/- per share. The
dividend will be paid after your approval at the ensuing Annual General
Meeting. The aggregate outflow on account of the equity dividend for
the year would be Rs. 13843 lakhs including tax on dividend. This
represents a payout ratio of 51.95% (previous year 35.57%).
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Ms. Asha V. Sheth and Mr. Keki
Mistry are liable to retire by rotation and being eligible, offer
themselves for re-appointment. Necessary resolutions for their
re-appointment have been included in the Notice convening the ensuing
Annual General Meeting.
CORPORATE GOVERNANCE
Your Company was Corporate Governance compliant much before SEBI
stipulated deadline in the year 2005. Your Company has complied with
the mandatory provisions of Clause 49 of the Listing Agreement,
relating to Corporate Governance. A separate section on Corporate
Governance forms part of the Directors Report and the certificate from
the Companys auditors confirming the compliance of conditions on
Corporate Governance is included in the Annual Report.
Your Company has also complied with the ‘Corporate Governance
-Voluntary Guidelines 2009 issued by the Ministry of Corporate
Affairs, to the extent disclosed in the Annual Report.
RISK MANAGEMENT PROCESS
In accordance with requirements of Clause 49 of the Listing Agreement,
your Company has established a Risk Management mechanism for its
business risks. The programme is built upon the foundation of the
existing risk management process and
practices of the Company and has evolved a structured approach for risk
management to manage significant risks faced by your Company.
The Risk Management framework and reporting regime enables the Company
to assess and demonstrate whether its significant risks are properly
identified and controlled, and to potentially eliminate unnecessary
control related overheads.
The Risk Management framework involves risk identification, assessment,
treatment/action plan, review and reporting as a continuous process.
Your Directors believe that your Company has a sound risk assessment
and minimisation mechanism in place.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956 the Board of Directors hereby state that:
i. in preparation of the annual accounts, the applicable accounting
standards had been followed (alongwith proper explanation relating to
material departures) and that there are no material departures;
ii. they have, selected the 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. the Directors have taken proper and sufficient care for the
maintenance of 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;
iv. they have prepared the annual accounts on a going concern basis.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Pursuant to Notification No. GSR 1029 dated 31.12.1988 your Company is
not required to furnish prescribed information regarding conservation
of energy and technology absorption, as Shipping Industry is not
covered by the schedule to the said rules. The details of Foreign
Exchange Earnings and Outgo are:
Rs. in lakhs
(a) Foreign Exchange earned on account of freight,
charter hire earnings, etc. 114186
(b) Foreign Exchange used including operating
expenses, capital repayment, down payments for 149786
acquisition of ships (net of loan),
interest payment, etc.
PARTICULARS OF EMPLOYEES
Statement pursuant to Section 217(2A) of the Companies Act, 1956 (Act),
read with the Companies (Particulars of Employees) Rules, 1975, is
annexed to this Report. As contemplated by Section 219 of the Act,
members are provided with abridged accounts. Members desirous of
receiving the Statement pursuant of Section 217(2A) will be provided
the same on receipt of written request from them.
AUDITORS
Messrs Kalyaniwalla & Mistry, the Auditors of your Company, who hold
office until the conclusion of the forthcoming Annual General Meeting
being eligible, offer themselves for re-appointment.
APPRECIATION
Your Directors express their sincere thanks to all customers,
charterers, vendors, investors, shareholders, shipping agents, bankers,
insurance companies, protection and indemnity clubs, consultants and
advisors for their continued support throughout the year. Your
Directors also sincerely acknowledge the significant contributions made
by all the employees for their dedicated services to the Company.
Your Directors are grateful to the Government of India, Ministry of
Shipping, Transchart, Ministry of Petroleum & Natural Gas, Ministry of
Finance, Directorate General of Shipping, Port Authorities, Mercantile
Marine Department and various other authorities for their co-operation.
Your Directors look forward to their continued support.
For and on behalf of the
Board of Directors
K.M. Sheth
Executive Chairman
Mumbai, May 06, 2011
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