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DIRECTOR'S REPORT

Accuracy Shipping Ltd.

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Market Cap. (₹) 51.19 Cr. P/BV 0.74 Book Value (₹) 46.13
52 Week High/Low (₹) 88/25 FV/ML 10/1600 P/E(X) 6.35
Bookclosure 24/09/2018 EPS (₹) 5.35 Div Yield (%) 0.00
Year End :2018-03 

The Members,

Accuracy Shipping Limited

(Formerly known as Accuracy Shipping Private Limited)

Dear Members,

The Directors are pleased to present the 10th Board’s Report of Accuracy Shipping Limited along with the Audited Financial Statements for the year ended on March 31,201 8.

I. FINANCIAL RESULTS:

The financial performance of your Company for the Financial Year ended on March 31, 2018 vis-a-vis previous Financial Year ended March 31, 2017 is given below

The brief financial results are as under

Current Financial Year Ended 31.03.2018 (Amount in Rs.)

Previous Financial Year Ended 31.03.2017 (Amount in Rs.)

Revenue from operations

33,31,91,55,415

1,99,45,73,911

ADD: Other Income

1,44,13,015

1,04,94,133

Total Revenue

3,33,35,68,430

2,00,50,68,044

EXPENSES

Employee benefit expenses

3,63,83,186

2,57,81,722

Finance Cost

3,39,83,037

2,31,01,297

Depreciation

7,80,53,945

5,48,03,040

Other Expenses

3,03,19,41,751

1,87,28,57,910

TOTAL EXPENSES

3,18,03,61,919

1,97,65,43,969

Profit before Tax

15,32,06,511

2,85,24,075

TAX EXPENSES

4,95,56,066

1,43,98,504

Profit after tax

10,36,50,445

1,41,25,570

Earnings Per Share

10.81

4.00

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

Your Company has reported total Income of Rs. 3,33,35,68,430/- for the Financial Year ended March 31,2018 as compared to Rs. 2,00,50,68,044/- in the previous year ended March 31,2017 and the net profit for the year under review amounted to Rs. 10,36,50,445/- in the current year as compared to Rs. 1,41,25,570/-of previous year.

3. DIVIDEND:

Considering the profit, growth and future prospects of your Company, The Board of Directors have declared the Interim Dividend of Rs.l/- (10%) for the financial year ending March 31,2018 on Equity Share of Rs. 10/- each.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of your Company during the year under review.

5. EXTRACT OF ANNUAL RETURN

The details forming part of ‘Extract of Annual Return’ in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is included in this report as Annexure-1 and forms an integral part of this report.

6. BOARD MEETINGS AND ATTENDENCE

The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days to review Company's policies and strategies apart from the Board matters. During the year under review, the Board of Directors met 20 times.

7. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section I34(3)(c) of the Companies Act 2013 that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures for the same;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profits of the Company for the year ended on that date.

c) Directors have 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 the Company and for preventing and detecting fraud and other irregularities;

d) Directors have prepared the annual accounts on a going concern basis.

e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has its internal financial control systems commensurate with the size of its operations. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

9. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2018, the Company has proposed to carry an amount of Rs 10,36,50,445 to General Reserve Account.

10. DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore there was no principal or interest outstanding as on the date of the balance sheet.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company did not invest its fund, grant any loan or provide any guarantee as per the provisions of Section 186 of the Companies Act, 20 13 and rules made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm"s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. All related party transactions/contracts/arrangements thatwere entered into by the Company during the year under review were on an arm’s length basis and in the ordinary course of business and were in compliance with applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. Also there are no material transactions with any related party that are required to be disclosed under Form AOC-2.

13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY/IES:

Disclosures related to Subsidiary, Associate & Joint Venture Company for Financial Year 2017-18:

- Company does not have any Subsidiary, Associate and Joint Venture Company.

- There was no Company which have become or ceased to be Subsidiary, Associate, JVs Company during the year.

14. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and on the date of this report are as follows:

A. CONVERSION OF THE COMPANY

During the year under review, your Company was converted from Private Limited Company to a Public Limited Company and requisite fresh incorporation certificate was issued by Registrar of Companies, Gujarat dated February 13, 2018. Consequent to the conversion of the Company, the name of the Company changed from Accuracy Shipping Private Limited to Accuracy Shipping Limited.

B. INITIAL PUBLIC OFFER

An Initial Public Offer of 42,57,600 Equity Shares of Rs.10/- each at an issue price of Rs. 84/- per share was made. The Company’s equity shares were listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge) with effect from June 22, 2018..

Initial and Annual Listing fees has been duly paid by the Company to the Exchange.

Further, during the financial year under report, no significant or material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

15. STATUTORY AUDITOR

The present Auditors of the Company M/s. Lahoti & Lahoti., Chartered Accountants, were appointed as Statutory Auditors for a period of 5 year(s) at the Annual General Meeting held on 30th September, 2015 to hold the office till the conclusion of 7th Annual General Meeting of the Company to be held in the year 2020.

In pursuant to Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.

COMMENTS ON AUDITORS’ REPORT OR EXPLANATION TO AUDITOR'S REMARKS:

The Auditors’ Report for the financial year ended on March 31, 2018 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. SECRETARIAL AUDITOR

The Board has appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31,2018 is annexed herewith marked as Annexure: 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. INTERNAL AUDITOR:

M/s Vinayak Kothari & Associates were appointed as the Internal Auditor of the Company for the financial year 2017-18 based on the recommendation of the Audit Committee of the Company.

18. BOARD’S RESPONSE ON AUDITOR’S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report for the year ended 31st March, 2018. During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2017-18 has been stated under:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy- Your Company applies stringent control systems to monitor day to day power consumption. It ensures optimal usage of energy and mitigates wastage to the extent possible.

(ii) The steps taken by the company for utilising alternate sources of energy - NIL

(iii) The capital investment on energy conservation equipment - NIL

(B) Technology absorption-Your Company has no activities relating to technology absorption. Hence, nothing is reported here.

(C) Foreign exchange earnings and Outgo-

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL INDEPENDENT DIRECTORS

The Company had appointed Mr. Jayantiram Motiram Choudhary (DIN 02617118), Mr. Shankarlal Budharam Bochaliya (DIN 08068906) and Mr. Rahul Kumar Mandowara (DIN 08068972) as Independent Directors with effect from February 15,2018 for a period of five consecutive years. Independent Directors have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

EXECUTIVE DIRECTOR

Ms. Hemant Rajnikant Shah (DIN 02302003) was appointed as Executive Director with effect from January 01, 2018 during the years.

KEY MANAGERIAL PERSONNEL CHAIRMAN AND MANAGING DIRECTOR

Designation of Mr. Vinay Dinanath Tripathi (DIN 02344536) changed from Director to Chairman & Managing Director with effect from January 11, 2018. He has been appointed for a period of five years and shall not be liable to retire by rotation.

WHOLE TIME DIRECTOR

Designation of Mrs. Rama Vinay Tripathi (DIN 05133579) changed from Director to Whole Time Director with effect from January 11, 2018. She has been appointed for a period of five years and shall be liable to retire by rotation.

CHIEF FINANCIAL OFFICER

Mr. Hiren Vijay Sukhwani was appointed as Chief Financial Officer of the Company by the Board of Directors with effect from January 11, 2018 pursuant to the provisions of Companies Act, 2013.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Sandeep Prajapati was appointed as Company Secretary of the Company by the Board of the Directors with effect from January 11, 2018.

The Directors and Key Managerial Personnel are summarized as below:

S.NO

NAME

DESIGNATION

DIN

1.

Jayantiram Motiram Choudhary

Independent Director

02617118

2.

Shankarlal Budharam Bochaliya

Independent Director

08068906

3.

Rahul Kumar Mandowara

Independent Director

08068972

4.

Vinay Dinanath Tripathi

Chairman & Managing Director

02344536

5.

Rama Vinay Tripathi

Whole Time Director

05133579

6.

Hiren Vijay Sukhwani

Chief Financial Officer

-

7.

Sandeep Prajapati

Company Secretary & Compliance Officer

-

9. DECLARACTION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

During the financial year under review and in accordance to the provisions of Section 134(3)(p) of the Companies Act, 20l3and Rule 8(4) of the Companies (Accounts) Rules, 2014, your Company was not required to annually evaluate the process of the Board of its own performance and that of its committees and individual directors.

11. CORPORATE GOVERNANCE

Since the Company’s securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of subregulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this report.

12. DISCLOSURES

A. Composition of Corporate Social Responsibility Committee (CSR Committee)

The provisions of Corporate Social Responsibility are not applicable to the company and therefore, the company has not developed and implemented any CSR initiatives in the financial year 2017-18.

B. Composition of Audit Committee

The Board of Directors in its meeting held on February 21,2018 had constituted Audit Committee of the Company. The Committee is being chaired by Mr. Rahul Mandowara and Mr. Vinay Tripathi, Mr. Shankarlal Bochaliya and Mr. Jayantiram Choudhary.

C. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on February 21, 2018 had constituted Nomination and Remuneration Committee of the Company. The Committee is being chaired by Mr. Rahul Mandowara and Mr. Vinay Tripathi, Mr. Shankarlal Bochaliya and Mr. Jayantiram Choudhary, Directors of the Company are the other Members of the Committee.

The policy of Nomination and Remuneration Committee has been placed on the website of the Company at www.aslindia.net

D. Composition of Stakeholders Relationship Committee

The Board of Directors in its meeting held on February 21, 2018 had constituted Stakeholders Relationship Committee of the Company. The Committee is being chaired by Mr. Rahul Mandowara and Mr. Vinay Tripathi, Mr. Shankarlal Bochaliya and Mr. Jayantiram Choudhary, Directors Stakeholders Relationship Committee during the year under review.

13. POLICIES:

A. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. The board is of the opinion that there were no major risks affecting the existence of the company.

B. ESTABLISHMENT OF VIGIL MECHANISM I WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company’s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistleblower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company’s website www.aslindia.net.

C. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT.20I3

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company did not receive any sexual harassment complaints during the year ended on March 31, 2018. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.aslindia.net.

D. DETAILS OF POLICIES DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILTY INITIATIVES

The CSR Policy may be accessed on the website of the Company at www.aslindia.net.

14. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS:

During the Financial Year 2017-18, there were no significant or material orders were passed by the Regulators or Courts or tribunals which affect the going concern status of the Company and its operations in future.

15. SHARE CAPITAL

The Authorized share capital of the Company as on 31st March, 2018 is Rs. 20,00,00,000/- divided into 2,00,00,000 equity shares of Rs. 101- each.

The Paid-up Share Capital of the Company as on 31 “ March, 2018 was Rs. 10,12,00,000/- divided into 1,01,20,000 Equity Shares of Rs. 10/- each fully paid up.

Other Disclosures pertaining to Share Capital:

A. 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:

B. Your Company has not issued any sweat equity shares during the Financial Year under review

C. Your Company has not issued any equity shares with differential rights

D. Your Company has not issued any Employee Stock Option Scheme

16. PARTICLUARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not disclosed, since the Company was an unlisted company as on 3 Ist March, 2018. The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company’s performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

18. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

19. ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company’s DNA

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

22. ACKNOWLEDGMENT:

Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.

Date 31/08/2018

Place Anjar For & on behalf of the Board of Directors

Sd/-

Vinay Dinanath Tripathi

DIN:02344536

Chairman & Managing Director

HOUSE NO. 01, PLOT NO.I65,WARD-7A,

NEAR AMARCHAND SHANGVI

SCHOOL, KACHCHH, GANDHIDHAM –

370201 Gujarat INDIA

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