Your Directors have pleasure in presenting the 31st Annual Report on the business operations of the Company and the audited Ind AS financial statements for the financial year ended March 31,2024 along with comparatives.
Financial Summary and Highlights
The following table shows the operational results of the Company for the year 2023-24 as compared to that of the previous year.
in lakhsl
|
Year ended
|
31/03/24
|
31/03/23
|
Revenue from Operations
|
5,953
|
5,984
|
Other Income
|
24
|
8
|
Total Revenue
|
5,977
|
5,992
|
Expenditure
|
5,870
|
6,272
|
(Loss) / Profit before Interest, Depreciation and Tax
|
107
|
(280)
|
Depreciation/Amortization/ Impairment
|
122
|
165
|
Profit before Finance Costs and Tax
|
(15)
|
(445)
|
Finance Costs
|
297
|
323
|
Profit (Loss) before Tax
|
(312)
|
(768)
|
Tax Expense
|
(17)
|
(45)
|
Profit (Loss) for the year
|
(295)
|
(723)
|
Other comprehensive income/ (loss)
|
14
|
(18.85)
|
Total comprehensive loss for the year
|
(280)
|
(742)
|
Perfomance
During the fiscal year ending March 31, 2024, your company recorded a total income of Rs. 5,953 lakhs, compared to Rs. 5,984 lakhs in the preceding year. The profit/(loss) before tax for the year was Rs. (312) lakhs, an improvement from Rs. (768) lakhs in the previous fiscal year. After tax, the profit/(loss) for the year ended March 31, 2024, amounted to Rs. (295) lakhs, an improvement from Rs. (723) lakhs in the previous fiscal year. Despite maintaining the same revenue as the previous year, your company successfully reduced losses by 59%. Looking ahead, your company anticipates achieving positive results in the upcoming financial periods.
Reserves
In view of the loss incurred during the year, the Board of Directors of your Company has decided not to transfer any amount to the reserves for the year under review.
Dividend
In view of loss incurred during the year under review and losses of earlier years, your Directors do not recommend any dividend during the year under review.
Material Changes and Commitments
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report
Information On State Of Company's Affairs
Information on operational and financial performance etc., is provided in the Management Discussion and Analysis Report, which is annexed to the Directors' Report.
Change in the nature of business, if any;
There are no change in the nature of business of the Company during the period under review.
Capital and Debt Structure
The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options or Employee stock purchase scheme. As at the end of the financial year the Company's Authorized Equity Share Capital stands at Rs. 600 lakhs and paid-up Equity Share Capital stands at Rs. 523.20 Lakhs less of forfeiture account 17.98 Lakhs.
About 34.33% of the paid up equity share capital held by large number of public shareholders. Your Company neither issued any shares with differential voting rights nor granted any stock options or sweat equity and instruments convertible into equity shares. Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review
As per the terms of issue (as varied), the outstanding Zero Coupon Redeemable Preference Shares are liable to be redeemed at the rate of rupees One Crore every year in a phased manner. The Company has the option to stretch the redemption until 9th February 2029, being the date of expiry of twenty years from the date of the original allotment. While the first tranche of redemption of rupees One Crore was made in FY 2016-17, no redemption was made in subsequent financial years including FY 2023-24.
Directors and Key Managerial Personnel
The composition of the Board of Directors of the company is duly constituted as per provisions of Companies Act 2013. Further to be noted that the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the composition of Board is not applicable to the company during the period under review. The Directors and Key Managerial Personnel (“KMP”) of the Company as on the date of this report is as follows:
Sl No
|
Name of the Director/KMP
|
DIN
|
Designation
|
1
|
Navas M Meeran
|
00128692
|
Chairman
|
2
|
M E Mohamed
|
00129005
|
Managing Director (KMP)
|
3
|
N Jeyaseelan
|
02281278
|
Additional Independent Director
|
5
|
Rani Joseph
|
07423144
|
Independent Director
|
6
|
Naiju Joseph
|
00419362
|
Director
|
7
|
Shereen Navas
|
00328770
|
Director
|
8
|
Devarajan Krishnan
|
NA
|
Chief Financial Officer
|
9
|
Abil Anil
|
NA
|
Company Secretary
|
Mr. Neelcanta Iyer and Mr. M S Ranganthan, Independent Directors retired from their office due to expiry of their term effective from May 08, 2024. The board appointed Mr. N Jeyaseelan as Additional Director in the capacity of Non¬ Executive Independent Director effective from May 06, 2024 and who shall hold office till the ensuing Annual General Meeting as per Section 161.The appointment of Mr. N Jeyaseelan is being proposed for the approval from the members of the company at the ensuing Annual General Meeting.
During the year under review, following changes occurred in the composition of KMP:
Sl No
|
Name of the Director/KMP
|
DIN
|
Designation
|
Effective Date
|
Nature of Change
|
1
|
Mr. Abil Anil
|
NA
|
Company Secretary
|
April 05, 2023
|
Appointment
|
2
|
Mr. Suresh S
|
NA
|
Chief Financial Officer
|
August 04, 2023
|
Resignation
|
3
|
Mr. Devarajan Krishnan
|
NA
|
Chief Financial Officer
|
August 14, 2023
|
Appointment
|
Mr. Ravi Kumar Mava, Chief Operating Officer is designated by the Board as Senior Management Personnel effective from August 14, 2024. Senior Management Personnel includes KMP'S.
Mrs. Shereen Navas, having DIN: 00328770, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board recommends her reappointment at the ensuing Annual General Meeting.
The Board has considered the declarations given by independent directors under Section 149(7) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to meeting the criteria of independence and compliance with the Code for Independent Directors. Independent directors further declared that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and are independent of the management.
The Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. The Directors are compliant with the applicable provisions of Companies (Appointment and Qualification of Directors) Rules, 2014.
Board Meetings
Seven Board meetings were held during the year. Details of Board meetings are included in Corporate Governance Report.
Committees of the Board
The Company is having four Board Committees, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. Details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the report on Corporate Governance, forming part of this Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.
Board Evaluation
The Board has annually evaluated the performance of the Board, its committees and individual directors. The Board evaluated the performance of Non-Executive and Independent Directors and their core skills, expertise and competencies. All the Directors are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions. Further details of Board evaluation are provided in the Report on Corporate Governance.
Remuneration of Directors and Employees
The Board has considered the Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure -1 and forms part of this Report.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.
(b) 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 your Company at the end of the financial year and of the profit of the Company for that period.
(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
(d) Prepared the Annual Accounts on a going concern basis.
(e) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
(f) Had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
Internal Financial Controls
Internal financial control and their adequacy are included in the Management Discussion and Analysis, forming part of this report.
Frauds reported by the Auditor, if any.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.
Subsidiaries, associates and joint ventures
The company has no Subsidiaries, associates and joint ventures during the period under review.
Deposits
The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.
Corporate Social Responsibility
Company has generally taken corporate social responsibility (CSR) initiatives. However, the present financial position of the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013.
Loans, Guarantees or Investments
Details regarding loans, guarantees, or investments as per Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements. The company has made investments in M/s. Shipnext Solutions Private Limited, holding 1441550 equity shares representing a 9.69% stake in the company. Additionally, the company provided a guarantee on behalf of Shipnext Solutions Private Limited for a loan obtained from Federal Bank amounting to Rs. 100 lakhs. It is noteworthy that this guarantee has been settled as of the date of this report.
Contracts or Arrangements with Related Parties
There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm's length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure -2. Disclosures of related party transactions are as given in notes to the Financial Statement.
The Board of Directors, as recommended by the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. The policy on Related Party Transactions is available on the website of the Company at https://www.easterntreads.com/invester-zone/policies-downloads. The details of the transactions with related parties during the financial year are provided in the financial statements.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve the environment and to exploit all its avenues to adopt latest technology in its operations. The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - 3 to this report.
Risk Management
Company has developed and implemented a risk management policy, and formed a Risk Management Committee to address and evaluate various risks impacting the Company and a report on risk management is provided in this Annual Report in Management Discussion and Analysis. The Risk Management Committee of the Company has not identified any elements of risk which in their opinion may threaten the existence of your Company.
Vigil Mechanism
A Vigil Mechanism for directors and employees to report genuine concerns has been established as required under the provisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.easterntreads.com/invester-zone/policies-downloads.
Material Orders of Judicial Bodies / Regulators
No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company's operations.
Statutory Auditors and Auditors' Report
In accordance with Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. G Joseph & Associates, Chartered Accountants, Kochi were appointed as the Statutory Auditors of the Company at the 29th Annual General Meeting for a tenure of five years, from the conclusion the 29th Annual General Meeting till conclusion of 34th Annual General Meeting. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013. The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
There were no qualifications, reservation or adverse remarks given in the Statutory Auditor's Report. No offence of fraud was reported by the Statutory Auditor of the Company.
Secretarial Audit Report
The Company has appointed M/s. BVR & Associates as the Secretarial Auditors of the Company for the period under review and the secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by Section 204 of the Companies Act 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure - 4. There were no qualifications, reservation or adverse remarks given in the Secretarial Audit Report. No offence of fraud was reported by the Secretarial Auditor of the Company.
Cost Records and Cost Audit
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year, hence, no such audit has been carried out during the year. The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.
Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
Corporate Insolvency Resolution Process
No application filed for corporate insolvency resolution process, by financial or operational creditor or by the Company under The Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal during the year.
Corporate Action
The Board of Directors at its meeting held on 14 February 2019 approved the proposal to convert 9,00,000 outstanding Redeemable Preference Shares into Equity Shares by issue of equity shares through Preferential Allotment route to the Preference Shareholders. Company was in the process of getting required approvals to take further steps for the proposed conversion of Preference Shares. Currently this preference shares continues to be Zero Coupon Redeemable Preference Shares.
Annual Return
In compliance with Section 92 and Section 134 of the Companies Act,2013 the Annual Return in the prescribed format is available at https://www.easterntreads.com/reports/Annual Reports
Listing and Dematerialization
The equity shares of the Company are listed on the BSE Limited. The equity shares of the Company were not suspended from trading during the year. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.
Corporate Governance Report
Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply the Company. However, as a good Corporate Governance practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - 5 and forms part of this Report.
Management Discussion and Analysis Report
As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure - 6 and forms part of this Report.
Employee Wellbeing and Safety
Your Company has implemented policies and procedures with the objective of ensuring employee safety, security and wellbeing at the workplace. As stated in our Code of Conduct, we are committed to provide a gender friendly workplace, equal opportunities for men and women, prevent/redress sexual harassment and institute good employment practices. The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee 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:
a) Number of complaints pending at the beginning of the year : Nil
b) Number of complaints received during the year : Nil
c) Number of complaints disposed off during the year : Nil
d) Number of cases pending at the end of the year : Nil
Disclosure requirements under Regulation 30 A
In pursuance of Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we hereby disclose that as on 31.03.2024 the Company had an agreement with Shipnext Solutions Private Limited (erstwhile subsidiary company) to extend corporate guarantee against a term loan amounting to Rs. 100 Lakhs taken from Federal bank Limited. However the same is withdrawn and there exist no liability against the company as on the date of this report.
Further there exist an agreement between Kerala State Industrial Development Corporation Limited (KSIDC) and Mr. Navas Meeran, promoters of the Company dated October 05, 1995. In accordance with the agreement KSIDC subscribed to the company's equity shares and presently retains an 11% stake in the equity capital. This arrangement entails that Mr. Navas Meeran is obliged to repurchase the shares from KSIDC whenever approached by KSIDC. Subsequently, on March 24, 2007, in connection with the aforementioned agreement, the parties entered into a further agreement outlining the terms for the repurchase of shares from KSIDC to Mr. Navas Meeran. According to the agreement, Mr. Navas Meeran is committed to acquiring the shares from KSIDC within 30 days of the request and at a price specified in the terms of the agreement. Management considers this agreement, as having an impact on the control of the company and is disclosed to stock exchange and in the annual report in compliance with regulation 30A of SEBI (LODR) Regulations 2015.
The details of the aforementioned agreement are available under the investor tab in the website of the company at https:/ /www.easterntreads.com/en/investor-Zone.
Other Disclosures
Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: NIL
Acknowledgement
Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the shareholders for their continued support and confidence.
For and on behalf of the Board
Ernakulam Navas M Meeran
August 12, 2024 Chairman
DIN: 00128692
|