To the Members,
Your Directors take great pleasure in presenting the 03rd Annual Report on
the working of your Company for the Financial Year ended 31st March, 2024. This
report outlines your Company's performance, achievements, and future plans in the dynamic
real estate market; with an emphasis on training and re-training of personnel.
1. STATE OF COMPANY'S AFFAIRS
Shipping Corporation of India Land and Assets Limited (hereinafter referred to as
"SCILAL"), a Government Company, within the meaning of section 2(45) of the
Companies Act, 2013, having its registered office at Shipping House, 245, Madame Cama
Road, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021, was incorporated on
November 10, 2021, with the object of holding and disposing the Non-core Assets of
Shipping Corporation of India (SCI) distinct from the disinvestment transaction of SCI.
The demerger order transferring SCI's non-core assets into SCILAL was issued by MCA on 22nd
February, 2023.
The Board of Directors of the company take great pride in stating that the Company has
been listed on BSE Limited and National Stock Exchange of India Limited with effect from
March 19th 2024, enabling trading of shares, creating wealth & investment
opportunities for our , esteemed shareholders.
The listing ceremony was organized at BSE Limited and was graced by Shri T. K.
Ramachandran, IAS, Secretary, MoPSW, Shri Rajesh Kumar Sinha, IAS, Additional Secretary,
MoPSW, Shri Prankur Gupta, Director (DIPAM), Ms. Kamala K, CRO (BSE Ltd), Board Members of
SCILAL and SCI, senior officials of SCI, SCILAL and other stakeholders.
2. SALIENT STATISTICS
Particulars |
Area in sq.ft. |
159 flats in Mumbai. |
1,40,748.08 |
15 flats in Kolkata. |
21,022 |
Shipping House, Mumbai (Building). |
1,41,783 |
Shipping House, Kolkata (Land). |
11,885 |
Shipping House, Kolkata (Building). |
86,510 |
Particulars |
Area in sq.m. |
MTI, Powai (Land). |
1,78,871.1 |
MTI, Powai (All Buildings excluding flats). |
16,243.46 |
3. FINANCIAL PERFORMANCE
The comparative position of the working results for the year under report vis - a vis
earlier year is as under: (Rs. in Lakhs)
Particulars |
Current Financial year (2023-2024) |
Previous Financial year (Restated) (2022-2023) |
Revenue from Operations |
1,722 |
1,250 |
Other Income |
8,172 |
5,080 |
Profit/(loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense |
5,580 |
1,835 |
Less: Depreciation/ Amortisation/ Impairment |
69 |
76 |
Profit /(loss)before Finance Costs, Exceptional items and Tax Expense |
5,511 |
1,759 |
Less: Finance Costs |
1 |
1 |
Profit /(loss) before Exceptional items and Tax Expense |
5,510 |
1,758 |
Add/(less): Exceptional items |
- |
- |
Profit /(loss) before Tax Expense |
5,510 |
1,758 |
Less: Tax Expense (Current & Deferred) |
761 |
(1,797) |
Profit /(loss) for the year (1) |
4,749 |
3,555 |
Other Comprehensive Income/loss (2) |
- |
- |
Total (1+2) |
4,749 |
3,555 |
The above figures have been extracted from the standalone financial statements as per
Indian Accounting Standards (Ind-AS).
4. APPROPRIATIONS:
The working results for your company for the year 2023-24 shows a net profit of Rs
4,749 Lakhs which has been transferred to Retained Earnings.
5. DIVIDEND:
The Board of Directors at its meeting held on 29.04.2024 had recommended a Dividend of
Re.0.66 /- per equity share of Rs.10/- each for the financial year ended 31stMarch,
2024 subject to approval of the Shareholders at the ensuing Annual General Meeting.
6. SHARE CAPITAL:
Equity Share Capital of our Company as on 31.03.2024 is as follows:
Particulars |
Amount (Rs) |
Authorized share capital |
|
46,57,99,010 equity shares of INR 10 each |
4,65,79,90,100 |
Issued, Subscribed and paid-up share capital* |
|
46,57,99,010 equity shares of INR 10 each |
4,65,79,90,100* |
*The Board of Directors of the Company in its meeting dated 06.04.2023 allotted
46,57,99,010 Shares of Rs 10/- each to the Shareholders of SCI as on Record Date (i.e
31.03.2023) pursuant to the Scheme of Demerger.
Further, the Company has not issued any Equity Shares with differential voting rights
till date. Hence, no information as required under Section 43(a) (ii) of the Companies
Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014
is furnished.
The Company has only one class of Equity Shares having face value of Rs. 10/- each.
7. DETAILS OF BOARD OF DIRECTORS AND NUMBER OF MEETINGS OF BOARD
During the year, Seven (7) meetings of the Board of Directors of the Company were held
on 06.04.2023, 08.05.2023, 07.08.2023, 20.10.2023, 10.11.2023, 06.02.2024 and 12.02.2024
respectively. Requirements on number and frequency of meetings were complied with in full
in terms of Section 173 of the Companies Act, 2013. Details about Board of Directors and
number of meetings of the Board are disclosed in detail in the Report on Corporate
Governance.
8. KEY MANAGERIAL PERSONNEL a) Capt. Binesh Kumar Tyagi has been appointed
as Chairman and Managing Director of the Company w.e.f 03.09.2022. b) Ms. Laxmi Kamath has
been appointed as Chief Financial Officer by the Board of Directors at their meeting held
on 08.05.2023. c) Shri Mohammad Firoz has been appointed as Company Secretary and
Compliance Officer by the Board of Directors at their meeting held on 08.05.2023.
9. BRIEF ANALYSIS OF FINANCIAL PERFORMANCE
SCILAL has reported profit before tax of Rs. 5,510 lakhs in FY 2023-24 as against a
profit of 1,758 lakhs in FY 2022-23. The MTI segment has reported a loss of Rs. 1,156
lakhs in FY 2023-24 as compared to loss of Rs. 497 lakhs in FY 2022-23, while the average
interest of around 8% was earned in FY 2023-24 as compared to 5.58% was earned in FY
2022-23 on the funds received as a part of demerger scheme. The net profit for the company
for the FY 2023-24 stood at Rs. 4,749 lakhs as compared to Rs. 3,555 lakhs for FY 2022-23.
10. JOINT VENTURES
(i) Irano Hind Shipping Company
Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company,
P.J.S (IHSC) a joint venture company. As per directives received from the Govt. of India,
it has been agreed to dissolve the Company. The investment in IHSC is classified as Assets
Held for Sale. However, as of date, legal transfer of the investment and associated
liability is under process and the Company is taking necessary and appropriate actions in
this regard.
(ii) SAIL SCI Shipping Pvt Ltd (SSSPL)
Pursuant to demerger scheme, the shares of the joint venture of SAIL SCI Shipping
Company Pvt. Ltd. (SSSPL) are transferred to the company from SCI. SCI and SAIL had
co-promoted a JVC "SAIL SCI Shipping Pvt. Ltd." (SSSPL), which was primarily to
cater to SAIL's shipping requirements. The JVC was incorporated on 19.05.2010. However,
due to continued depressed freight levels, the JVC could not justify tonnage acquisition
and both the Boards of SCI & SAIL decided to voluntarily wind up the company. The
process of winding JVC has completed and the said Company is now dissolved.
11. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes & commitments affecting the financial position
of the Company, which have occurred between the end of the financial year and date of this
report.
12. CREDIT RATING DETAILS
SCILAL has not availed any credit facility since incorporation therefore no credit
rating was obtained.
13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments are given in the notes to financial
statements.
14. ExTRACT OF ANNUAL RETURN
In compliance with section 134 (3) (a) of the Companies Act, 2013 read with relevant
rules, the annual return of the Company is available on its website under
https://www.scilal.com through https://www.scilal.com/annual-return.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, with respect
to Directors' Responsibility Statement, it is here by confirmed: a) That in the
preparation of the annual accounts for the financial year ended 31.03.2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; b) That the Directors had 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 the Company at the end of the
financial year and of the profit and loss of the Company for that period; c) That the
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)
That the Directors had prepared the accounts for the financial year ended 31.03.2024 on a
"going concern" basis; and e) That 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.
16. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts/arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed form AOC-2 is appended to the
Director's Report. The details are also available in Note 31 under Notes to the
Financial Statements'.
17. PARTICULARS OFE MPLOYEES
Your Company, being a Govt. Company, is exempted to furnish information under Section
197 of Companies Act, 2013 vide Ministry of Corporate Affairs (MCA) Notification dated
05.06.2015.
18. EMPLOYEES STOCK OPTION SCHEME
The Company does not have any Employee Stock Option Scheme.
19. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The terms and conditions regarding appointment and remuneration of Directors are fixed
by, Ministry of Ports, Shipping and Waterways (MoPSW), the Government of India.
20. RISK MANAGEMENT POLICYAND ITS IMPLEMENTATION
Risk Management is a key aspect of the "Corporate Governance Principles and Code
of Conduct" which aims to improve the governance practices across the activities of a
company. SCILAL has developed a risk management policy which was approved by its board of
directors on 08.05.2023 and is available on the website of the Company i.e www.scilal.com
under the tab of Policies' .The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. SCILAL is
committed to develop an integrated Risk Management Framework:
To achieve its strategic objectives while ensuring appropriate management of risks
To ensure protection of stakeholders value
To strive towards strengthening the Risk Management System through continuous learning
& improvement
In the Policy, every employee of the Company is recognized as having role in risk
management for identification of risk to treatment and shall be invited & encouraged
to participate in the process. The Audit Committee & the Board will review the policy
& procedures periodically.
Your Company has formulated the Risk Management policy after taking into account the
risks and complexity of its operations. The internal control systems (including Internal
Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and
necessary changes are being carried out to align with the statutory requirements. The
Company has also prepared the Risk Register based on the identified risks.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Conservation of Energy:
SCILAL endeavours to maximise energy conservation by the adoption of sustainable
practices aimed at diminishing energy consumption in both buildings and construction
procedures. This objective is being achieved through the incorporation of energy-
efficient technologies, including LED lighting, solar panels and energy-efficient HVAC
systems, thereby effectively lowering energy usage and minimizing operational expenses.
Additionally, promoting green building practices, such as using eco-friendly construction
materials and designing energy-efficient buildings, can contribute to conserving energy
resources and reducing the carbon footprint of the Company. i. Steps taken or impact on
conservation of energy:
LED lights have already been installed in Shipping House and they have resulted in
considerable reduction in power consumption. It is envisaged to install the same in MTI
Powai, on incremental basis, in the near future, which will further contribute to our
energy saving efforts. ii. The steps taken by the company for utilising alternate sources
of energy:
Solar Power Plant of 0.515 MW capacity has already been installed at MTI Powai.
Technology Absorption and Adoption and Innovation:
The real estate sector in India has been proactively embracing technological
advancements to streamline processes, improve efficiency and enhance customer experiences.
By embracing technologies, SCILAL can increase productivity, reduce costs and deliver
better value to its customers.
The Company has advanced in IT implementation by deploying a dedicated cloud-based
accounting software to maintain its books of accounts, ensuring compliance with the
Companies Act, 2013 Additionally, the Company is conducting a detailed study to implement
a structured end-to-end ERP process to support its daily operations.
Environmental Protection and Conservation:
Given the real estate development sector's potential environmental impact, including
deforestation, habitat destruction, and increased pollution, SCILAL is committed to
adopting eco-friendly practices. SCILAL emphasizes the use of sustainable building
materials and strict adherence to environmental regulations to mitigate these effects.
Renewable Energy Developments:
The Maritime Training Institute operates a solar power plant with a capacity of
approximately 0.515 MW across its office and other buildings. This initiative helps reduce
energy costs and contributes to sustainability efforts.
22. FOREIGN ExCHANGE EARNINGS AND OUTGO
There were nil Foreign exchange earnings and out go for the Financial Years 2023-24 and
2022-23.
23. PUBLIC DEPOSIT
During the financial year 2023-24, your Company has not accepted any deposit within the
meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was
outstanding as on the date of the Balance Sheet.
24. UPDATES ON DEMERGER
The Company has been incorporated with the object of holding and disposing the Non-core
Assets of The Shipping Corporation of India Limited (SCI). Further, the Ministry of
Corporate Affairs vide its order dated 22nd February, 2023, has approved the Scheme of
Arrangement for Demerger of Non-Core Assets of Shipping Corporation of India Limited
(Demerged Company / SCI) into Shipping Corporation of India Land and Assets Limited
(Resulting Company / SCILAL) ("Scheme of Demerger"). The Effective date for the
Scheme of Arrangement for Demerger is 14.03.2023. Thereafter, SCI in its Board Meeting
dated 20.03.2023 approved record date 31.03.2023 for Allotment of shares of SCILAL in the
ratio of 1:1 to eligible shareholders of SCI. Accordingly, The Board of Directors in its
meeting dated 06.04.2023 allotted 46,57,99,010 Equity Shares having face value Rs 10/- to
the Shareholders of SCI in consideration of Demerger of Non-Core Assets Pursuant to clause
9 of the Scheme of Demerger.
As per Inter-ministerial Group (IMG) meeting held on 15.03.2023 Maritime Training
Institute (MTI) was transferred to SCILAL as Unit/ undertaking under demerger Scheme.
Pursuant to the above decision, all MTI business assets and liabilities became part of
Demerger Scheme and were transferred to SCILAL w.e.f. appointed date i.e. 01.04.2021 at
their book value. The above decision has been placed for the information of the Board in
its meeting dated 8th May 2023.
25. LISTING OF SHARES OF THE COMPANY
The Company, on 25.05.2023, filed Application with BSE Limited and National Stock
Exchange of India Limited seeking exemption under Rule 19(2) (b) of SCRR, 1957 and listing
of 46,57,99,010 Equity Shares of Rs. 10 each of Shipping Corporation of India Land and
Assets Limited ('SCILAL') issued pursuant to Clause 9 of Part IV of Chapter 2 of the
Scheme of Arrangement.
Upon filing the application for In-principle approval for listing, the Stock Exchanges
raised several observations. Throughout this period, the Company maintained consistent
communication and collaboration with the Stock Exchanges, promptly addressing all queries.
On 07.02.2024, an application requesting SEBI to issue directions to BSE Limited and
National Stock Exchange of India Limited granting exemptions from certain Corporate
Governance requirements under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of listing of shares of Shipping Corporation of India Land
and Assets Limited was filed with the SEBI. Application revised to incorporate
observations received from SEBI was then filed by the Company on 13.02.2024.
In-principle approval from the BSE Limited was received by the Company on 12.02.2024
and on 16.02.2024 from the National Stock Exchange of India Limited. Relaxation from the
applicability of Rule (19)(2)(b) of the Securities Contracts (Regulation) Rules, 1957 was
received from SEBI on 01.03.2024. Approval granting exemptions from certain Corporate
Governance requirements under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, was received from the SEBI on 29.02.2024.
Newspaper Advertisement for listing pursuant to the SEBI Circular No
SEBI/HO/CFD/POD-2/P/CIR/2023/93 was duly published in Financial Express, Jansatta and
Loksatta in English, Hindi and Marathi languages respectively on 14.03.2024.
Subsequently, the Company filed an Application for seeking Trading Permission for
46,57,99,010 Equity Shares of Rs. 10/- each of SCILAL issued on 14.03.2024 with both the
Stock Exchanges viz, BSE Limited and National Stock Exchange of India Limited.
Final Trading and Listing Approval was granted by the BSE Limited and National Stock
Exchange of India Limited on 15.03.2024 conveying listing of equity shares of the Company
on Exchange(s) and permitting trading members of respective exchanges to deal in shares of
the Company with effect from 19.03.2024.
Accordingly, Shares of the Company have been listed on BSE Limited and National Stock
Exchange of India Limited with effect from 19.03.2024.
26. UPDATES ON TRANSFER OF NON-CORE ASSETS FROM SHIPPING CORPORATION OF INDIA LIMITED
In accordance with the MCA Order dated 22.02.2023, during the Financial Year 2023 2024,
titles of all Fixed Deposits eligible to be transferred from Shipping Corporation of India
(SCI) have been transferred into name of Shipping Corporation of India Land and Assets
Limited.
All other Non-Core assets of SCI as mentioned in the Demerger Scheme were transferred
to SCILAL, by de-facto'; however the same is also required to be carried out
de-jure' . Brief details are as under: a) Subsequent to issue of stamp duty
exemption order by Govt. of West Bengal, the Registration of all Kolkata free-hold
properties for transfer from SCI to SCILAL is completed on 22.03.2024. Receipt of original
transfer deeds and Mutation entry (change of name) formalities at Municipal Corporation
are due and same will be completed soon.
b) To facilitate transfer of properties in Maharashtra from SCI to SCILAL, follow-up is
being done with the concerned authorities for seeking NOC towards transfer of Shipping
House and MTI to SCILAL. Concurrently, adjudication of free-hold properties (residential)
is being initiated to execute transfer deeds at respective sub-registrar offices.
c) Pursuant to demerger scheme, the Company holds 49% in Irano Hind Shipping Company,
P.J.S (IHSC) a joint venture company. As per directives received from the Govt. of India,
it has been agreed to dissolve the Company. The investment in IHSC is classified as Assets
Held for Sale. However, as of date, legal transfer of the investment and associated
liability from SCI to SCILAL is under process and the Company is taking necessary and
appropriate actions in this regard.
27. SERVICE LEVEL AGREEMENT FOR OPERATIONS OF THE COMPANY
The operations of SCILAL during the Financial Year 2023-24 were managed by the Shipping
Corporation of India Limited vide a service level agreement entered between the Company
and SCI.
28. CATAGORIzATION OF THE COMPANY
As per the communication of Department of Public Enterprises, Ministry of heavy
Industries & Public Enterprises dated 19.01.2012, all CPSEs are required to be
categorised into four schedules, namely, Schedule A', Schedule 'B', Schedule
C' and Schedule D'.
Accordingly, the Ministry of Ports, Shipping and Waterways (MoPSW), the Administrative
Ministry of the Company, vide Office Memorandum dated 19.12.2023, informed the Company
that in pursuance of DPE O.M. No. PD.1.-08/0002/2023 -DPE dated 11th December,
2023 regarding categorization of new CPSE and CPSEs created for asset management of
disinvested CPSEs, the Competent Authority in this Ministry confers Schedule 'C' status to
Shipping Corporation of India Land and Assets Limited (SCILAL), with immediate effect and
until further orders.
The Company is now categorized as Schedule C' Central Public Sector Enterprise.
29. LOGO REGISTRATION
Pursuant to the Certificate of Registration of Trade Mark received by the Company, Logo
of the Company has been duly registered as Trademark under Trademark No. 5946353 in class
36 as of 22.05.2023 in respect of all kinds of Real Estate Affairs.
Accordingly, the Company is now entitled to use Symbol R with its Logo to indicate
registered status of the Logo.
Registered Logo of the Company is as follows:
30. MANAGEMENT DISCUSSION AND ANALYSIS
The following remaining information w.r.t. to addition of new sub-clause (i) under
clause 1 in Part B (Management Discussion And Analysis) of Schedule V of SEBI (LODR)
Regulations,2015.
|
Standalone |
Particulars |
2023-24 |
2022-23* |
Debtors Turnover Ratio |
21.79 |
NA |
Inventory Turnover Ratio |
NA |
NA |
Interest Coverage Ratio |
NA |
NA |
Current Ratio |
3.98 |
4.23 |
Debt-Equity Ratio |
NA |
NA |
Operating Profit Margin (%) |
(154.53) |
(265.74) |
Net Profit Margin (%) |
48 |
56 |
Return on Net worth (%) ** |
5.26 |
4.16 |
Return on Equity (%) |
1.49 |
1.13 |
*Ratios of the comparative period 2022-23 are based on previous year figures which have
been regrouped and rearranged wherever necessary to confirm to current year presentation
of the financial statements as per Schedule III (Divison II) to the Companies Act, 2013.
**Net Worth has been calculated basis Average Net worth as per Schedule 2(57) of the
Companies Act, 2013.
Ratios Details of Significant changes and explanation thereto:
A. Debtors Turnover- There were no Trade Receivables as at 31.03.2023 and hence
variance analysis is not presented. B. Inventory Turnover- The Company did not report any
inventory as on 31.03.2024 and 31.03.2023.
C. Interest Coverage Ratio- The Company did not avail any loan in the FY 2023-24 and FY
2022-23.
D. Current Ratio- The Current Ratio stood at 3.98 in FY 2023-24 as compared to 4.23 in
FY 2022-23 due to increase in expenses during the year
E. Debt Equity Ratio- The Company did not opt for loans in the FY 2023-24 and FY
2022-23.
F. Operating Profit Margin stood at (154.53)% in current year as against (265.74)% in
last year due to better revenue from operations. G. Net Profit Margin stood at 48% in FY
2023-24 as compared to 56% in FY 2022-23 due to increase in expenses during the year.
A. Industry structure and developments. Real Estate
The real estate sector is a vital pillar of the global economy, encompassing a wide
range of activities related to the development, transaction, management, and financing of
properties. Core stakeholders, including development companies, real estate agencies,
property management firms, REITs, construction companies, and mortgage lenders, each play
a distinct and essential role in driving the sector's growth and stability. Recent
advancements underscore the industry's adaptation to emerging trends such as technology
integration, sustainability initiatives, co-living spaces, affordable housing, urban
renewal, and ESG-focused investing. These developments highlight the sector's continuous
evolution in response to shifting consumer demands, technological progress, and
environmental imperatives.
Key Developments in Maritime Training
Maritime Training Institute (MTI): The maritime industry plays a critical role in
global trade and transportation, with a vast network of ships and seafarers operating
across the world's oceans. Maritime training is an essential aspect of ensuring the
safety, efficiency and competency of the workforce in this industry. Over the years, the
maritime training sector has undergone significant developments to keep up with
technological advancements, changing regulations and evolving demands.
Technological Advancements: The maritime industry has seen a swift integration of
technology into various operations, including training. Simulation technology has become
more widespread, allowing trainees to practice navigation, maneuvering, and emergency
scenarios in realistic virtual environments. E-learning platforms and computer-based
training have also gained popularity, providing remote learning opportunities for
seafarers.
Competency-Based Training: Traditional maritime training often followed a prescriptive
approach, where the emphasis was on fulfilling minimum regulatory requirements. However,
the industry has shifted towards competency-based training and assessment. This approach
focuses on evaluating seafarers' practical skills and abilities, ensuring they can perform
their duties effectively in real-world situations.
Focus on Safety and Environmental Protection: With a growing emphasis on safety and
environmental protection in the maritime industry, training programs have incorporated
modules on pollution prevention, environmental regulations and emergency response
procedures. The goal is to create a safety-conscious and environmentally responsible
workforce.
Human Element and Soft Skills Training: Beyond technical proficiency, maritime training
has recognized the importance of developing soft skills among seafarers. Effective
communication, teamwork, leadership and cultural awareness are now included in training
curricula to improve crew cohesion and performance.
Digitalization and Data Management: The increasing adoption of digital systems onboard
ships requires seafarers to possess data management and cyber-security skills. Training
programs now incorporate modules on cyber awareness and data handling to mitigate
potential risks.
Remote and Blended Learning: The COVID-19 pandemic accelerated the adoption of remote
and blended learning approaches in maritime training. Online platforms, webinars and
virtual classrooms became essential tools to ensure continuous learning during travel
restrictions and lockdowns.
Upgrading Training Facilities: Maritime training institutions and centers have invested
in upgrading their infrastructure and equipment to meet the demands of modern training
methodologies. State-of-the-art simulators, well-equipped workshops and comfortable
accommodation facilities have become increasingly prevalent. Existing GMDSS GOC Course
software is being upgraded. Existing Computer Laboratory has been upgraded with placement
of new Laptops.
The maritime training industry has undergone significant developments to adapt to the
changing landscape of the maritime sector. Technological advancements, competency-based
approaches, safety and environmental awareness, soft skills training, digitalization and
remote learning have reshaped the way seafarers are trained. As the industry continues to
evolve, maritime training will remain a dynamic and essential component in ensuring a
skilled and competent workforce that meets the challenges of the maritime world.
B. Strengths, Weakness, Opportunities and Threats.
SWOT of Real Estate
The domestic real estate sector in India is a key driver of employment and economic
value, contributing around 11% to the Gross Value Added (GVA) since 2011-12, and closely
linking with nearly 50% of India's GDP. It plays a crucialrole in supporting urbanization,
infrastructure development, and the nation's demographic dividend, with significant
contributions to government revenue and socio-economic progress. Despite facing challenges
such as regulatory complexities, liquidity issues, and market fluctuations, the sector
presents significant growth opportunities, particularly in affordable housing,
technological integration, and sustainable development. As India's economy continues to
grow, the real estate sector remains pivotal in job creation, infrastructure development,
and overall economic advancement.
It is envisaged that, SCILAL may engage in the ownership, management and administration
of residential and commercial properties, encompassing both land and buildings across
various locations in India. Presently, SCILAL holds significant real estate assets
situated in prominent areas of Mumbai, the commercial capital of India, as well as in the
metropolitan city of Kolkata, thus establishing itself as a significant governmental real
estate holding entity.
The company could leverage its concentrated pool of flats in same localities, by
leasing / selling them to other PSU or private entities. Also maximum utilization of its
flats can be achieved by listing in governmental General Pool accommodations.
SWOT of MTI
Maritime Training Institute (Powai) has advanced facilities for maritime education and
training including workshop, simulators, laboratories, such as GMDSS, ECDIS, ROC-ARPA,
Bridge Simulator and well-resourced Library, etc. Advanced firefighting training mock-up
at MTI, is one of the oldest and the best in India now. All class rooms are
air-conditioned and monitored by CCTV and a seminar room of 60 pax capacity, an auditorium
of capacity 200 pax is also an integral part of the institute. MTI has hostel facility to
accommodate up to 300 participants and a large playground, gymnasium for residential
students and all are inside the campus. A well maintained International Guest House is
also inside the campus.
MTI has a collection of more than 7500 books in its library and digitization of the
contents of library is also in progress. An additional floor has been built to Sagar Gyan
Academic Building for conducting new courses, such as Second Mate Functional Course,
ROC-ARPA etc. Classrooms are equipped with smart boards and modern training equipments.
MTI is also, continuously enhancing its training and residential facilities by providing
Wi-Fi and CCTV enabled campus to its participants and faculties.
Being a pioneer in the marine training sector, MTI is enthusiastic to cater to the
various facets of the training in Marine sector, such as Shipping Management, Engineering
and Navigation. Responding to industry needs, MTI has introduced many new courses, such
as: Proficiency in Survival Craft and Rescue Boats (PSCRB) Course, Revalidation courses
for Deck Officers (i.e. Master, Mates and 2nd Mates) and has commenced GP Rating leading
to 2nd Mate NCV Course in July 2024. It is also in process of commencing Welder Course and
many other courses.
MTI is one of two (02) training institute to conduct GMDSS GOC examination in India
West Zone approved by DG Shipping and WPC. Existing GMDSS GOC Course software is being
upgraded.
MTI commits to keep innovating for new courses from time to time to meet the training
needs of the industry and nation. MTI has large faculty resource, experienced Master
Mariners, Chief Engineers and other professionals are working on regular as well as
visiting basis. Many MTI faculties are having extra masters / post graduate degree from
the World Maritime University at Sweden.
MTI faculties and instructors are encouraged to upgrade their knowledge by attending
relevant courses and seminars at regular intervals. Some faculties are also approved
external examiner of DGS for COCs in Nautical and Engineering Department. The faculties
and instructors are encouraged to attend various technical and value added seminars.
To enhance its market presence and maintain a competitive edge, MTI will explore the
implementation of targeted marketing strategies proven effective by industry leading
training institutions. Simultaneously, the institute will prioritize continuous
infrastructure upgrade utilizing the latest technologies.
The global increase in vessels presents a significant growth opportunity for MTI's
maritime programs. MTI's strong faculty and infrastructure position it perfectly to
address this growing demand.
Since inception, MTI has developed many courses that have contributed to the Indian
maritime industry. Innovative value added courses on safety and commercial aspects are
being conducted as required by SCI and any other reputed companies. MTI is also among the
pioneer institutes to commence Vertical Integration Course for Trainers (VICT) earlier
known as TOTA and Assessment, Examinations & Certification of Seafarers (AECS) course,
in India.
MTI sets itself apart by continuously innovating its services, delivery methods, and
training processes. This commitment extends beyond academics, focusing on the holistic
development of each student and cadet. Through the following range of unique activities
and initiatives, MTI provides its participants with exceptional exposure to the maritime
industry:
Online assignments and assessments are made part of curriculum for trainees at MTI.
Adoption of new teaching methodologies by Faculties at MTI i.e. interactive classes
through quizzes, PPTs, role plays etc., workshops and tutorials focusing beyond prescribed
syllabus to prepare officers for tomorrow.
Special Guest lecturers for TNOC, GME and ETO cadets on regular basis by Renowned
Industry Experts (IMS and Insurance Experts) for enhancing practical aspects of Maritime
Education, Mental Health and Work Environment.
Focus on Research Projects done by cadets to enhance their industry knowledge,
creativity and innovativeness.
Technical Fest to improve research, presentation, communication and officer like
qualities in the MTI cadets. Cadets prepare and present technical papers on the modern
trends of the Industry. Distance learning programme of Cadets are being done during their
onboard training.
Ship visits and dock visits to interlink the theoretical knowledge with practical
aspects.
Beyond the curriculum, Cadets are also given exposure to the schemes and initiatives of
Government of India, such as Vigilance awareness and cleaning drives under Swachhta
Pakhwada.
Value added topics related with management / long term studies by management experts
such as communication skills for pre-sea training courses.
Currently, MTI serves and benefits many reputed organizations / shipping companies by
providing its training services. Some of them are as following: O Wilhelmsen Ship
Management (IMTC) O Oil and Natural Gas Corporation (ONGC) O Institute of
Marine Engineers of India (IMEI) O Loyalty Marine Education Trust (LMET) O
and many more
MTI has MOUs / Agreement with leading organizations like IMTC, IMEI, Loyalty Marine and
Hind Terminal for imparting training to their employees. Additionally, MTI is in the
process of signing a MOU with IIT Mumbai for customized training programs.
MTI has a rich history of providing highly skilled professionals and leaders to the
global maritime industry. Furthermore, MTI is a champion for diversity, actively
encouraging women to pursue careers at sea. To support female participation, MTI offers
incentives like fee concessions and age relaxation to lady officers for pre-sea courses
such as Diploma in Nautical Science (DNS) (affiliated to Indian Maritime University),
Graduate Marine Engineering (GME), and Electro-Technical Officer (ETO).
MTI has proudly trained total 74 Nos. of DNS, 06 Nos. of ETO and 02 Nos. of GME Lady
Officers. Our Lady Officers have been well recognized and appreciated in the Maritime
Industry. MTI has contributed significantly in emergence of our country as an advanced
seafaring nation and has the vision to continue to do so.
It is a matter of pride that all pre-sea courses of MTI, DNS, GME & ETO are rated
as A1 (Outstanding) Grade with 90.31% rating, as per the CIP (Comprehensive Inspection
Program) of the Directorate General of Shipping (DGS) Govt. of India conducted on
27.07.2023 (validity of certificate is till 26.07.2027).
In year 2023-24, Maritime Training Institute, Powai has conducted 314 nos. of
residential and non-residential courses for imparting training to 3011 seafarers /
candidates on following categories: a. DNS (TNOCs), pre-sea training residential course
leading to 77 nos. Navigating Officers;
b. GMEs (TMEs) pre-sea training residential course leading to 40 nos. Marine Engineer
Officers; c. ETOs, pre-sea training residential course leading to 80 nos. Electrical /
Electro-Technical Officers; and. d. Various STCW / Modular and Industry need based
non-residential courses to 2814 nos. seafarers.
MTI has trained 1,89,525 candidates since its inception in 1988.
MTI is Integrated Management System (i.e. QMS, EMS and OHSMS) certified Training
Institute for Design, Development, Delivery & Assessment of Marine Education and
Training. MTI has some of the best faculty, who have been awarded with various prestigious
awards, such as Lloyd's List Training Award, The Maritime Standard Award, Gateway Award,
Samudra Manthan Award and Golden Peacock Award.
Ministry of Ports, Shipping and Waterways (MoPSW) is contemplating to establish at MTI,
Powai, IMO's South Asia Centre for Excellence for Sustainable Maritime Transport (SACE
SMaRT) with the aim of transforming the maritime sector in India and South Asia into a
technologically advanced, environmentally sustainable, and digitally proficient industry
with focus on the latest technologies and practices for reducing greenhouse gas emissions,
fostering technical cooperation, capacity building, and the digital transition of the
maritime sector.
To enhance the standard of training atmosphere and meet the aim of SACE-SMaRT,
following are in progress: Construction of new Swimming Pool.
Installation of new Engine Room Simulator for imparting training to Engine Officers
Installation of modern Electrical workshop for imparting training to GME (Graduate Marine
Engineer) and ETO (Electro Technical Officer). Installation of 360? Bridge Ship Simulator
for imparting training to Navigating Officers Upgradation of Library with Digital content.
Reinstating of Membership of Prestigious World Maritime University (WMU) The following
areas requires further improvement:
Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities have
to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement of
Hostel facilities with addition of capacity in hostels, illumination of common areas,
renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing
well for garden irrigation, renewal of campus boundary wall etc.
Upgrade in Technology for Simulator: The existing Simulator has to be upgraded with new
age Simulator (both hardware & Software) of latest possible technology.
C. Segmentwise or product-wise performance. Real Estate
All the assets (land & buildings) in Mumbai except MTI and Property in Malad
(Jangla Nagar), all the flats in Kolkata and three floors of Shipping House, Kolkata have
been given on lease to SCI consequent to framework agreement executed between your company
and SCI, which is valid till disinvestment completion date of SCI.
MTI:
Capacity utilization of last two years (actual participation/candidates) is summarized
below:
|
2022-23 |
2023-24 |
Name of Course |
Approved Intake (Capacity) |
Total participants |
% age utilisation |
Approved Intake (Capacity) |
Total participants |
% age utilisation |
(A) Regular courses |
|
|
|
|
|
|
1 D N S* |
200 |
119 |
59.50 |
200 |
77 |
38.50 |
2 G M E |
40 |
40 |
100.00 |
40 |
40 |
100.00 |
3 E T O |
0 |
0 |
- |
80 |
80 |
100.00 |
(B) Short Term courses |
|
|
|
|
|
|
Various short term courses under the International Convention on Standards of |
7920 |
3567 |
45.04 |
5636 |
2814 |
49.93 |
1 Training, Certification and Watchkeeping for Seafarers (STCW) |
|
|
|
|
|
|
* DNS - Diploma in Nautical Science Course (Intakes has been reduced to meet the
onboard training slot available in SCI Fleet vessels and availability hostel accommodation
at MTI)
GME - Graduate Mechanical Engineers Course; ETO - Electro Technical Officer
D. Outlook
Real Estate:
The company may contemplate the following initiatives for capacity addition:
Redevelopment of its property in Malad (Jangla Nagar), Mumbai; a Housing Society
completely owned by SCILAL.
Renovating / refurbishing its existing properties (i.e. Flats) located in various
Housing Society in Mumbai and Kolkata, so as to increase their functional efficiency or
adapt them to new uses. This approach will be cost-effective, environmentally sustainable
and also maximize the potential of existing assets.
MTI:
MTI is in process of upgrading its facilities to impart quality MET (Maritime Education
and Training) which are beyond STCW and value added courses. Being a pioneer in the marine
training sector, MTI is enthusiastic to cater to the various facets of the Marine
training, such as Shipping Management, Engineering and Navigation. On demand of the
industry, MTI has introduced many new courses, such as: Proficiency in Survival Craft and
Rescue Boats (PSCRB) Course, revalidation courses for Deck Officers (i.e. Master, Mates
and 2nd Mates) and has commenced GP Rating leading to 2nd Mate NCV Course. It is in
process of commencement of Welder Course and many other courses.
MTI has added various Pre-Sea and Post-Sea Courses over time, the last 2-3 years seeing
additions in the following courses:-1. ETO (Electro Technical Officer) 2. Second Mate (FG)
3. Chief Mate Phase I & Phase II
4. Various Customized Training to Individuals / Corporates as per Requirement.
E. Risks and concerns.
Real estate in India faces a variety of complex problems due to the unique
characteristics of the Indian market. Some of the major challenges that would be faced by
SCILAL in terms of its assets would include:
Regulatory environment: The Indian real estate sector is heavily regulated, which can
make it difficult to navigate the complex legal and regulatory landscape. In this regard,
the need to have all the requisite documentation in place, in respect of the real estate
owned by SCILAL, cannot be emphasised. Some of the flats owned by SCILAL, retain legacy
issues in so far as inadequate documentation, which have to be mitigated, so as to realise
their full value.
Construction challenges: Since most of the properties transferred to SCILAL were
purchased / transferred to SCI prior to 1980, by its predecessor companies, the quality of
construction has deteriorated over the time. In view of the aforesaid fact, the flats /
assets of SCILAL needs substantial investment to make them habitable for leasing out or
selling. Also, some of the properties of SCILAL are due for re-development and this could
bring about significant gains in terms additional FSI being accrued to the owners, thereby
leading to increase in the value of the property.
Opportunities: The dilapidated property owned by SCILAL at Malad (Jangla Nagar) which
is located in a commercially viable location, presents an excellent opportunity for SCILAL
to undertake a re-development and transform it into a state of art Commercial Complex
capable of generating significant stream of revenue for the company.
Sales and marketing: The Indian real estate market is highly competitive and a company
will only be able to attract buyers if only it is able to differentiate itself. Effective
sales and marketing strategies are therefore essential for success. Also assistance of
external agencies (real estate agents and website designers / promoters) is required
towards their conception and implementation.
Economic volatility: The Indian economy is subject to significant volatility, which can
impact the real estate sector. Economic slowdowns can lead to declining in demand for real
estate, while inflation and interest rate fluctuations can increase costs and reduce
profitability.
MTI
Civil Infrastructure (Structural Repairs): Various Infrastructure & facilities at
MTI have to be upgraded such as Internal Roads, Sagar Gyan Structural Repairs, improvement
of Hostel facilities with addition of capacity in hostels, illumination of common areas,
renewal of existing fresh water pipeline arrangement, revive / reconstruction of existing
well for garden irrigation, renewal of campus boundary wall etc.
Upgrade in Technology for Simulator: Existing Simulator used for training at MTI has to
be upgraded with new age Simulator (both hardware & software) of latest possible
technology.
Workshop Training: Currently various Workshop Trainings for GME and ETO are being
undertaken by external organizations approved by DG Shipping, which leads to extra
resource consumption for MTI.
IT Infrastructure: MTI is in need to upgrade its IT infrastructure.
Faculty Matrix: MTI needs to hire experienced manpower / faculty at senior positions
for specific courses, as experienced faculty induce increase in course participation.
F. Competition from other sectors: Real Estate
As SCILAL is presently not into active real estate business and is rather holding real
estate assets, pursuant to demerger scheme. Also, majority of the real estate assets of
SCILAL are presently on lease to SCI. Hence, at present there is no competition with
others in the real estate sector or from other sectors.
MTI
Currently, we face competition from other private Maritime Training Institutes that
extensively utilize their resources to attract course participants through digital
marketing, social media campaigns, advertisements in marine magazines, and various other
marketing strategies. Despite our competitively priced courses, our course enrollment
rates have been impacted due to the absence of robust physical infrastructure and
promotional resources.
G. Internal control systems and their adequacy.
Your Company has formulated the Risk Management policy after taking into account the
risks and complexity of its operations. The internal control systems (including Internal
Financial Controls over Financial Reporting) are being reviewed on an on-going basis and
necessary changes are carried out to align with the statutory requirements.
H. Discussion on financial performance with respect to operationalperformance.
SCILAL has reported profit before tax of Rs. 5510 lakhs in FY 2023-24 as against a
profit of Rs. 1758 lakhs in FY 2022-23. The MTI segment has reported a loss of Rs. 1,156
lakhs in FY 2023-24 as compared to loss of Rs. 497 lakhs in FY 2022-23, while the average
interest of around 8% was earned in FY 2023-24 as compared to 5.58% was earned in FY
2022-23 on the funds received as a part of demerger scheme. The net profit for the company
for the FY 2023-24 stood at Rs. 4749 lakhs as compared to Rs. 3555 lakhs for FY 2022-23.
I. Material developments in Human Resources / Industrial Relations front, including
number of people employed.
SCILAL received board approval on November 10, 2023, to initiate the recruitment of
manpower resources. Presently, operations are managed by SCI under a service level
agreement. The manpower planning process for SCILAL has been completed, with a total
strength of 27 positions. Recruitment in phase wise manner is under process. To cater to
date to day affair of the Company, one Company Secretary (CS) and one Chief Financial
Officer (CFO) have been deputed from SCI.
J. Details of any change in Return on Net Worth as compared to the immediately previous
financial year along with a detailed explanation thereof.
Return on Net Worth (%) The return on Net worth for the FY 2023-24 stood at 5.26 % as
compared to 4.16 % for the FY2022-23.
Particulars |
2023-24 |
2022-23* |
Return on Net worth (%) ** |
5.26 |
4.16 |
Return on Equity (%) |
1.49 |
1.13 |
Return on Equity The return on Equity of your company was 1.49 % for the year ended
31.03.2024, as compared to 1.13 % for the year ended 31.03.2023.
* Ratios of comparative period i.e. 2022-23 are based on previous year figures which
have been restated, regrouped and rearranged post demerger wherever necessary to confirm
to current year presentation of the financial statements as per Schedule III (Division II)
to the Companies Act, 2013.
**Net Worth has been calculated on the basis of Average Net Worth as per Section 2(57)
of the Companies Act, 2013.
31. RESERVATION POLICY
As of March 31, 2024, it is worth noting that SCILAL did not have any employees
recorded on its payroll.
32. SC/ST/OBC REPORT
As of March 31, 2024, it is worth noting that SCILAL did not have any employees
recorded on its payroll, thus no data is available to be disclosed under this section.
33. WOMEN REPRESENTATION
As of March 31, 2024, it is worth noting that SCILAL did not have any employees
recorded on its payroll, thus no data is available to be disclosed under this section.
34. POLICY TO PREVENT SExUAL HARASSMENT AT WORKPLACE
As of March 31, 2024, it is pertinent to highlight that SCILAL had no employees
registered on its payroll, consequently leading to the absence of an Internal Complaints
Committee as mandated by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As an amount of Rs. 14.40 Lakhs was allocated towards CSR in the FY 2023-24 as per the
provisions of the Companies Act, 2013. Against the allocation, NIL expenditure has been
done during the year ending 31.03.2024 considering the multi-year nature of the project
undertaken. Annual Report on CSR has been annexed to this Report and forms part of it.
36. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS
Details of significant and material orders passed by any Regulator, Court, Tribunal,
Statutory and quasi-judicial body, impacting the going concern status of the company and
its future operations Nil.
37. RIGHT TO INFORMATION ACT, 2005
SCILAL has taken steps to comply with the requirements of the Right to Information Act,
2005 (RTI) and has gone online for RTI complaints since January, 2024.
38. APPOINTMENT AND REMUNERATION POLICY
The appointments in the company are done in accordance with Government of India
guidelines. The remuneration to the senior management and other shore employees of the
company is governed by the Presidential Directives issued by the Ministry of Ports,
Shipping and Waterways (MoPSW) and Department of Public Enterprises (DPE), from time to
time, which form the remuneration policy of the company. Please note that, as of
31.03.2024 there were no employees in SCILAL.
39. SEGMENT-WISE PERFORMANCE
Report on performance of the various operating segments of the Company (audited) is
included at Note No.32 of Notes on Financial Statements (Standalone) for the year ended
31st March 2024, which is forming part of the Annual Accounts.
40. NTERNAL I CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has formulated the Risk Management Policy after taking into account the
risks and complexity of its operations. The internal control systems (including Internal
Financial Controls over Financial Reporting) are being reviewed on an ongoing basis and
necessary changes are carried out to align with the statutory requirements.
41. DIVIDEND DISTRIBUTION POLICY
As per the guidelines dated 27.05.2016 issued by Department of Investment and Public
Asset Management (DIPAM), MOF, GOI in respect of dividend, bonus shares, etc. the Company
has an obligation to comply with these guidelines. However, the Company shall take into
consideration and be guided by the provisions of the Companies Act, 2013, Companies
(Declaration and Payment of Dividend) Rules, 2014 and Guidance Note on Dividend &
Secretarial Standard 3 (SS-3) for taking necessary action appropriate and deemed fit in
the circumstances.
Further the Board of Directors has approved the Dividend Distribution Policy of the
Company as per the requirements of the Regulation 43 A of Listing Regulations. The Policy
is available on the website of the Company accessible through
https://www.scilal.com/policies.
42. CORPORATE GOVERNANCE
Your Company has a legacy of fair, transparent and ethical governance practices and it
believes that good Corporate Governance is essential for achieving long-term corporate
goals and to enhance stakeholders' value. The Report of Directors on Corporate Governance
annexed in the Annual Report comprehensively describes the structure and practice of
Corporate Governance of your Company. The Company ensures continuous endeavour to comply
with various applicable statutes, rules, regulations and guidelines e.t.c. The Corporate
Governance issues are kept in constant focus by the Board of Directors of your Company and
your Company complies with the applicable guidelines both in letter and spirit.
43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Auditors of the Company has not reported any frauds.
44. INSOLVENCY AND BANKRUPTCY CODE
During the year, the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016, along with their status was "NIL".
45. VIGILANCE DIVISION IN SCILAL
Subsequent to SCILAL becoming an independent CPSE, the Company is undertaking all
necessary steps to establish a vigilance Division in coordination with the competent
authorities.
46. CAUTIONARY STATEMENT
The statements made in the Management Discussion and Analysis report describing
Company's objectives, projections, estimates and expectations may be "forward looking
statements" within the meaning of applicable laws and regulations. Actual results
might differ materially from those expressed or implied.
47. DECLARATION OF INDEPENDENCE
As of date and throughout the entirety of the financial year 2023-24, the company has
not had any independent directors on its Board.
48. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS
As per notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, the
provision related to evaluation of performance of Board, its committees and individual
directors under section 178(2) of the Companies Act, 2013 is exempt for Government
Companies.
Further, as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the evaluation of independent directors shall be done by the entire
board of directors. However, as of date and throughout the entirety of the financial year
2023-24, the company has not had any independent directors on its Board.
49. SECRETARIAL STANDARD
Section 118(10) of the Companies Act, 2013 requires every company to observe the
secretarial standards with respect to General and Board Meetings specified by the
Institute of Company Secretaries of India and approved as such by the Central Government
.The Company has complied with all the applicable Secretarial standards.
50. SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Mehta &
Mehta, Practicing Company Secretary firm to conduct Secretarial Audit for the Financial
Years 2023-2024 and 2024-2025. Secretarial Audit Report in Form MR-3 as per Companies Act,
2013 and The Annual Secretarial Compliance Report in compliance to Regulation 24A of SEBI
LODR Regulations 2015 for the financial year 2023-24 is appended to the director's report.
The Secretarial Auditor in his report for the year ended 31st March,
2024 has brought out that:
A. As per Regulation 17 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the
Companies Act 2013, the Company is required to appoint requisite Independent Directors on
the Board of the Company. However, the Board is not duly constituted in the absence of
independent directors. Further, the requisite number of Independent Directors were not
appointed on Board of the Company as contemplated in the Clause 3.1.4 of DPE Guidelines on
Corporate Governance for Central Public Sector Enterprises (CPSE) issued by the Department
of Public Enterprises (DPE). Accordingly, clause 3.1.4. i.e at least 50% of members should
be independent directors, has not been complied. B. Further as per the provisions of the
Section 177 of the Companies Act, 2013, Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Clause 4.1 of the DPE Guidelines issued by
the Department of Public Enterprises, the Company was required to constitute an Audit
Committee. However, in absence of Independent Directors on the Board, the Company has not
constituted the Audit Committee.
C. Further as per the provisions of the Section 178(1)of the Companies Act, 2013,
Regulation 19 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Clause 5.1 of the DPE Guidelines issued by the Department of Public Enterprises,
the Company was required to constitute NRC/Remuneration Committee. However, in absence of
Independent Directors on the Board, the Company has not constituted the NRC/Remuneration
Committee. Further as per Section 178(5) of the Companies Act, 2013 read with regulation
20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the
Company was required to constitute the Stakeholder Relationship Committee. However, in
absence of Independent Directors on the Board, the Company has not constituted the
Stakeholders Relationship Committee.
D. Further the Company has not appointed a Woman Director on its Board as per the
Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies (Appointment
and Qualifications of Directors) Rules, 2014 and Regulation 17 (7) (a) of the SEBl
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Management views on the above observation are as follows:
In Absence of Independent Directors, the Company could not constitute various
committees required under the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and DPE Corporate Governance Guidelines. The
Company being a Public Sector Undertaking (PSU), only the Competent Authority can appoint
Director/(s) on Board. The Company through its communication letters dated 13/04/2023,
13/06/2023, 02/05/2023, 17/08/2023, 21/08/2023, 18/09/2023, 09/01/2024, 11/03/2024 and
28/03/2024 had taken up this matter to Competent Authority with a request to appoint
requisite number of Independent Directors on its Board. Appointment of requisite number of
Independent directors is under active consideration of the competent Authority.
51. AUDITORS REPORT
A. The Statutory Auditors have given an unqualified report on the Financial Statement
of the Company for the Financial Year 2023-24. B. The Comptroller and Auditor General of
India had NIL comments for the year ended 31st March 2024.
52. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report (BRSR) of the Company for the
fiscal year 2023-24 is attached to the Annual Report and forms part of it.
53. ACKNOWLEDGEMENTS
Your Directors would like to express their gratitude to the Government of India for its
support. We wish to thank the Hon'ble Minister of Ports, Shipping and Waterways, Shri.
Sarbananda Sonowal and Hon'ble Minister of State for Ministry of Ports, Shipping and
Waterways, Shri Shripad Naik and Shri Shantanu Thakur for their leadership and consistent
support. We would also like to express our gratitude towards Secretary (MoPSW) for his
guidance and support. Our sincere thanks are also due to the other officials of the
Administrative Ministry, other Ministries and Departments of the Government of India. We
also wish to express our special appreciation towards all the shareholders, stakeholders
and colleagues on the Board of Directors. We also take this opportunity to express our
gratitude to all employees of SCI for the efforts and initiatives taken for functioning of
the company.
|
For and on Behalf of the Board of Directors |
|
Shipping Corporation of India Land and Assets Limited |
|
Sd/- |
Place: Mumbai |
Capt. Binesh Kumar Tyagi |
Date: 13.08.2024 |
Chairman and Managing Director |