Your Directors have pleasure in presenting the 31st Annual Report on the business operations of the Company and theaudited Ind AS financial statements for the financial year ended March 31,2024 along with comparatives.
The following table shows the operational results of the Company for the year 2023-24 as compared to that of theprevious 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
(742)
During the fiscal year ending March 31, 2024, your company recorded a total income of Rs. 5,953 lakhs, compared toRs. 5,984 lakhs in the preceding year. The profit/(loss) before tax for the year was Rs. (312) lakhs, an improvement fromRs. (768) lakhs in the previous fiscal year. After tax, the profit/(loss) for the year ended March 31, 2024, amounted toRs. (295) lakhs, an improvement from Rs. (723) lakhs in the previous fiscal year. Despite maintaining the same revenueas the previous year, your company successfully reduced losses by 59%. Looking ahead, your company anticipatesachieving positive results in the upcoming financial periods.
In view of the loss incurred during the year, the Board of Directors of your Company has decided not to transfer anyamount to the reserves for the year under review.
In view of loss incurred during the year under review and losses of earlier years, your Directors do not recommend anydividend during the year under review.
There have been no material changes and commitments, which affect the financial position of the Company which haveoccurred between the end of the financial year to which the financial statements relate and the date of this Report
Information on operational and financial performance etc., is provided in the Management Discussion and AnalysisReport, which is annexed to the Directors' Report.
There are no change in the nature of business of the Company during the period under review.
The Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options orEmployee stock purchase scheme. As at the end of the financial year the Company's Authorized Equity Share Capitalstands at Rs. 600 lakhs and paid-up Equity Share Capital stands at Rs. 523.20 Lakhs less of forfeiture account 17.98Lakhs.
About 34.33% of the paid up equity share capital held by large number of public shareholders. Your Company neitherissued any shares with differential voting rights nor granted any stock options or sweat equity and instruments convertibleinto equity shares. Your Company has not made any provision of money for purchase of its own shares by employees orby 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 beredeemed at the rate of rupees One Crore every year in a phased manner. The Company has the option to stretch theredemption until 9th February 2029, being the date of expiry of twenty years from the date of the original allotment. Whilethe first tranche of redemption of rupees One Crore was made in FY 2016-17, no redemption was made in subsequentfinancial years including FY 2023-24.
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 andKey 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
Devarajan Krishnan
NA
Chief Financial Officer
9
Abil Anil
Company Secretary
Mr. Neelcanta Iyer and Mr. M S Ranganthan, Independent Directors retired from their office due to expiry of their termeffective 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 GeneralMeeting as per Section 161.The appointment of Mr. N Jeyaseelan is being proposed for the approval from the membersof the company at the ensuing Annual General Meeting.
During the year under review, following changes occurred in the composition of KMP:
Effective Date
Nature of Change
Mr. Abil Anil
April 05, 2023
Appointment
Mr. Suresh S
August 04, 2023
Resignation
Mr. Devarajan Krishnan
August 14, 2023
Mr. Ravi Kumar Mava, Chief Operating Officer is designated by the Board as Senior Management Personnel effectivefrom 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 andbeing eligible, offer herself for re-appointment. The Board recommends her reappointment at the ensuing Annual GeneralMeeting.
The Board has considered the declarations given by independent directors under Section 149(7) and Regulation 25(8) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to meeting the criteria ofindependence and compliance with the Code for Independent Directors. Independent directors further declared that theyare not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impacttheir ability to discharge their duties with an objective independent judgment and without any external influence and areindependent of the management.
The Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other thansitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of theCompany. 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 applicableprovisions of Companies (Appointment and Qualification of Directors) Rules, 2014.
Seven Board meetings were held during the year. Details of Board meetings are included in Corporate GovernanceReport.
The Company is having four Board Committees, Audit Committee, Nomination and Remuneration Committee, StakeholdersRelationship 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 yearunder review.
The Board has annually evaluated the performance of the Board, its committees and individual directors. The Boardevaluated 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 evaluationare provided in the Report on Corporate Governance.
The Board has considered the Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications, positive attributes and independence of a director. The information required pursuant to Section197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are annexed as Annexure -1 and forms part of this Report.
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 thereare no material departures.
(b) Selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of thefinancial 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 theprovisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detectingfraud 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 systemswere adequate and operating effectively.
(f) Had laid down internal financial controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
Internal financial control and their adequacy are included in the Management Discussion and Analysis, forming part ofthis report.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section143(12) of the Act.
The company has no Subsidiaries, associates and joint ventures during the period under review.
The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the CompaniesAct, 2013 are applicable.
Company has generally taken corporate social responsibility (CSR) initiatives. However, the present financial position ofthe Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 andSchedule VII of the Companies Act, 2013.
Details regarding loans, guarantees, or investments as per Section 186 of the Companies Act, 2013 are provided in thenotes 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 guaranteeon behalf of Shipnext Solutions Private Limited for a loan obtained from Federal Bank amounting to Rs. 100 lakhs. It isnoteworthy that this guarantee has been settled as of the date of this report.
There were no materially significant related party transactions which could have had a potential conflict with the interestsof the Company. Transactions with related parties are in the ordinary course of business on arm's length and are periodicallyplaced 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 theFinancial Statement.
The Board of Directors, as recommended by the Audit Committee, adopted a policy to regulate transactions between theCompany and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rulesthereunder and the Listing Agreement. The policy on Related Party Transactions is available on the website of theCompany at https://www.easterntreads.com/invester-zone/policies-downloads. The details of the transactions with relatedparties during the financial year are provided in the financial statements.
Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preservethe environment and to exploit all its avenues to adopt latest technology in its operations. The information required underSection 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regardingConservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - 3 to thisreport.
Risk Management
Company has developed and implemented a risk management policy, and formed a Risk Management Committee toaddress and evaluate various risks impacting the Company and a report on risk management is provided in this AnnualReport in Management Discussion and Analysis. The Risk Management Committee of the Company has not identifiedany elements of risk which in their opinion may threaten the existence of your Company.
A Vigil Mechanism for directors and employees to report genuine concerns has been established as required under theprovisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism Policy has been uploaded on the website ofthe Company at https://www.easterntreads.com/invester-zone/policies-downloads.
No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the goingconcern status of the Company's operations.
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 atthe 29th Annual General Meeting for a tenure of five years, from the conclusion the 29th Annual General Meeting tillconclusion of 34th Annual General Meeting. Necessary certificate has been obtained from the Auditors as per Section139(1) of the Companies Act, 2013. The Auditors have confirmed that they hold a valid certificate issued by the PeerReview Board of the ICAI.
There were no qualifications, reservation or adverse remarks given in the Statutory Auditor's Report. No offence offraud was reported by the Statutory Auditor of the Company.
The Company has appointed M/s. BVR & Associates as the Secretarial Auditors of the Company for the period underreview 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. Therewere no qualifications, reservation or adverse remarks given in the Secretarial Audit Report. No offence of fraud wasreported by the Secretarial Auditor of the Company.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 theCost Audit Report is not mandatorily applicable to our Company for the financial year, hence, no such audit has beencarried out during the year. The Cost accounts and records as required to be maintained under Section 148 (1) of Act areduly made and maintained by the Company.
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Boardmeetings and Annual General Meetings.
No application filed for corporate insolvency resolution process, by financial or operational creditor or by the Companyunder The Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal during the year.
The Board of Directors at its meeting held on 14 February 2019 approved the proposal to convert 9,00,000 outstandingRedeemable Preference Shares into Equity Shares by issue of equity shares through Preferential Allotment route to thePreference Shareholders. Company was in the process of getting required approvals to take further steps for the proposedconversion of Preference Shares. Currently this preference shares continues to be Zero Coupon Redeemable PreferenceShares.
In compliance with Section 92 and Section 134 of the Companies Act,2013 the Annual Return in the prescribed format isavailable 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 suspendedfrom trading during the year. Shareholders are requested to convert their holdings to dematerialized form to derive itsbenefits 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 committedto the highest standards of compliance. Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliancewith 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 theCompany has generally complied with the Corporate Governance requirements and a report on Corporate Governanceis annexed as Annexure - 5 and forms part of this Report.
As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed asAnnexure - 6 and forms part of this Report.
Your Company has implemented policies and procedures with the objective of ensuring employee safety, security andwellbeing 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 SexualHarassment 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 sexualharassment 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
In pursuance of Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we herebydisclose that as on 31.03.2024 the Company had an agreement with Shipnext Solutions Private Limited (erstwhile subsidiarycompany) to extend corporate guarantee against a term loan amounting to Rs. 100 Lakhs taken from Federal bankLimited. 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) andMr. Navas Meeran, promoters of the Company dated October 05, 1995. In accordance with the agreement KSIDCsubscribed to the company's equity shares and presently retains an 11% stake in the equity capital. This arrangemententails 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 furtheragreement 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 specifiedin the terms of the agreement. Management considers this agreement, as having an impact on the control of the companyand is disclosed to stock exchange and in the annual report in compliance with regulation 30A of SEBI (LODR) Regulations2015.
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 donewhile taking loan from the Banks or Financial Institutions along with the reasons thereof: NIL
Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliersand Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates theprofessionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to theshareholders for their continued support and confidence.
Ernakulam Navas M Meeran
August 12, 2024 Chairman
DIN: 00128692