Your directors are pleased to present the 32nd Directors' Report of your Company together with the Audited Financial Statements and the Auditors' Report for the period ended March 31, 2025. The summarized financial results for the Financial Year are as under:
FINANCIAL RESULTS:
Standalone Financial Results
During the year under review, the company has Revenue from operations of ' 17,135.56 Lakhs (Previous Year: ' 11,812.90 Lakhs) and Other Income of ' 415.00 Lakhs (Previous Year: ' 238.97 Lakhs), and the Gross Profit of the Company amounted to ' 4,004.33 Lakhs (Previous Year: Profit of ' 2,996.42 Lakhs). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite stagnant market conditions during the year with a Profit after Tax of is ' 2,672.35 Lakhs as compared to the previous year profit of ' 1,953.11 Lakhs.
Consolidated Financial Results:
During the year under review, the company has Revenue from operations of ' 17,985.21 Lakhs (Previous Year: ' 13,515.68 Lakhs) and Other Income of ' 446.14 Lakhs (Previous Year: ' 286.22 Lakhs), and the Gross Profit/(Loss) of the Company amounted to '
5.464.42 Lakhs (Previous Year: Profit of ' 4,467.33). After providing for Interest & Finance charges, and Depreciation, the Company has performed well during the year under review despite stagnant market conditions during the year with a Profit after Tax of is '
2.725.43 Lakhs as compared to the previous year profit of ' 2,544.11 Lakhs).
FINANCIAL PERFORMANCE:
S.
No.
|
Particulars
|
Standalone Financial Statement
|
Consolidated Financial Statement
|
|
|
Year Ended March 31, 2025
|
Year Ended March 31, 2024
|
Year Ended March 31, 2025
|
Year Ended March 31, 2024
|
I Total Revenue
|
17,550.56
|
12,051.87
|
18,431.34
|
13,801.90
|
II
|
Total Expenses
|
13,970.20
|
9,758.43
|
14,779.84
|
11,169.62
|
III
|
Profit before exceptional and extraordinary items and tax (I-II)
|
3,580.37
|
2,293.44
|
3,651.50
|
2,632.28
|
IV
|
Exceptional items
|
-
|
-
|
-
|
-
|
V
|
Profit before extraordinary items and tax (III -IV)
|
3,580.37
|
2,293.44
|
3,651.50
|
2,632.28
|
VI
|
Tax expense:
|
|
|
|
|
(1) Current tax
|
729.48
|
798.72
|
729.48
|
798.72
|
(2) Deferred tax
|
178.54
|
(458.38)
|
196.60
|
(710.55)
|
VII
|
Profit (Loss) for the period from continuing operations
|
2,672.35
|
1,953.11
|
2,725.43
|
2,544.11
|
VIII
|
Transfer to Capital Redemption Reserve
|
-
|
-
|
-
|
-
|
IX
|
Profit (Loss) for the period (VII- VIII)
|
2,672.35
|
1,953.11
|
2,725.43
|
2,544.11
|
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any Dividend for the year under review.
SHARE CAPITAL
BUY BACK OF SECURITIES:
The Company did not buy back any of its securities during the year under review.
SWEAT EQUITY:
No Sweat Equity Shares were issued by the Company during the year under review.
BONUS SHARES:
No Bonus shares were issued by the Company during the year under review.
EMPLOYEES STOCK OPTION PLAN:
During the year ender review, the Company has not provided any Stock Option Scheme to the employees during the year under review.
During the financial year 2024-25, the following were changes made in the share capital of the Company.
S.
No
|
Date of Meeting
|
Particulars
|
1
|
May 16, 2024
|
Allotment of 65,50,000 (Sixty Five Lakhs Fifty Thousand only) equity shares of ' 10/- each (Rupees Ten Only) for cash at an issue price of ' 147/- per share (premium ' 137/-) aggregating to ' 96,28,50,000/-. via public issue
|
RESERVES & SURPLUS
The company has transferred the profit of ' 26,72,34,675 /- towards reserves and surplus. The balance in the reserves and surplus account as on March 31, 2025 is ' 212,22,58,202/-.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report is given as a separate Annexure to the Annual Report.
PUBLIC DEPOSITS
The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended March 31, 2025 to which the Financial Statements relates and the date of signing of this report except that the Company got listed in National Stock Exchange (NSE) Emerge Platform with effect from May 21, 2024.
SUBSIDIARIES & JOINT VENTURES/ASSOCIATES
The Company has one wholly owned subsidiary namely ABS Marine Singapore Pte Ltd and a Subsidiary Company namely EPSOM Shipping India Private Limited.
Details of financial statements of subsidiaries and joint venture are given in AoC-1 as Annexure-1.
PERFORMANCE, PLANS AND PROSPECTS OF YOUR COMPANY
The following are the significant performances made by the Company for the Financial Year 2024-2025 which needs to be looked into
Your Company ABS MARINE SERVICES LIMITED has achieved several significant Milestones in Financial Year 2024-2025 one of the most important milestones is that the Company shares got listed with NSE EMERGE Platform with effect from May 21, 2024. There was an Overwhelming response by the Investors during the Subscription Period for Initial Public Offer (IPO). The Company's shares were Oversubscribed by 130 times out of the total issue size of ' 96.25 Crores.
Highlighting few significant material contracts that the Company had entered into in the Financial Year 2024-2025.
S
no
|
Name of
Authority/
Vendor
|
Services
|
Tenure and Value
|
1
|
Visakhapatnam Port Authority
|
Fire Tenders along with manpower and maintenance support
|
5 Years and ' 7 Crores
|
2
|
Chennai Port Authority
|
Supply of a high¬ speed patrol boat
|
5 Years and ' 10.23 Crores
|
3
|
ONGC Limited
|
Deployment of an offshore supply vessel. (ABS Anokhi).
|
3 Years and ' 102 Crores
|
4
|
ONGC Limited
|
Deployment of an Well Stimulation Vessel. (ABS Celestial).
|
3 Years and '197 Crores
|
Acquisition of Vessels through debt financing and equity (IPO Proceeds), based on vessel cost and charter security.
Acquisition of Vessel OCEAN DIAMOND (DP2 offshore vessel) along with a Contract of 184-day charter starting March 27, 2025, worth ' 27.97 Crores.
The Company plans to acquire more Vessels for which the funding will be through debt financing and equity (IPO Proceeds) during the Financial Year 2025-2026.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments made during the year are given in the note: 12, 13, 15 & 18 to the Financial Statements.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
Not applicable during the financial year.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there has been no change in the Company's nature of business.
DIRECTORS:
During the period the Composition of Directors the Company was in compliance with Section 149 of the Companies Act and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
A) DIRECTORS RETIRING BY ROTATION
Pursuant to the requirements of the Act and Articles of Association of the Company, Ms. Arathi Narayanan (DIN: 03041003) is liable to retire by rotation and, being eligible offers herself for re-appointment. The Board recommends the appointment of Ms. Arathi Narayanan (DIN: 03041003) as Director of the Company, retiring by rotation subject to approval of shareholders in the upcoming Annual General Meeting.
B) KEY MANAGERIAL PERSONNEL
Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:
Sl.
No.
|
Name of the Directors
|
Designation
|
Date of Appointment
|
1.
|
Capt Palliyil
Narayanan
Balachandran
|
Chairman & Managing Director
|
August 14, 2023
|
2.
|
Capt Sanjeevan Jeevan Krishnan
|
Whole-time
Director
|
August 14, 2023
|
3.
|
*Ms. Arathi Narayanan
|
Director
|
August 14, 2023
|
4.
|
Mr. Ganesh Saikrisshna
|
Company
Secretary
|
October 20, 2023
|
5.
|
*Mr. Vadakkenchery
Venketeswaran
Ananthanarayanan
|
Chief-Financial Officer (CFO)
|
August 8, 2024
|
* Ms. Arathi Narayanan resigned with effect from August 8, 2024 as a Chief-Financial Officer (CFO) and Mr.Vadakkenchery Venketeswaran Ananthanarayanan was appointed as a Chief- Financial Officer (CFO) of the Company on August 8, 2024 in her place.
The remuneration and other details of these Key Managerial Personnel for Financial Year 2024-25 are provided in the Annual Return which is available on the website of the Company.
C) COMMITTEES:
(I) AUDIT COMMITTEE
The Audit Committee had a number of meetings, both formal and internal interactions, with the management team in reviewing Accounts, Finances, Compliances and Risks, and in ensuring improved internal reporting, analyses and financial performances.
Given the increasing complexities presented by the Companies Act and other Laws, the Audit Committee has also focused on Compliance and Governance to meet the needs of the present and the future. When necessary, external consultants have been brought in to support the Committee and the Management team.
We are happy to report to you that governance of your Company is of a high order as a result. Further improvements are being implemented. The Committee is constituted as per Section 177 of the Companies Act, 2013 and SEBI Regulations.
As on March 31, 2025 the Committee comprised of two independent directors and one executive director, all of whom are financially literate. The audit committee comprise of the following directors for the year ended March 31, 2025:
Name of Member
|
Role in the Committee
|
Designation
|
Mr. Surilisubbu
|
Chairman
|
Non- Executive
|
Vasudevan
|
|
Independent Director
|
Ms. Leona
|
Member
|
Non- Executive
|
Ambuja
|
|
Independent Director
|
Ms. Arathi Narayanan
|
Member
|
Executive Director
|
During the year under review, 5(Five) Audit Committee meetings were held and the details of the meetings and the attendance of members present at the meetings are as follows.
S
No
|
Date of Meeting
|
Surilisubbu
Vasudevan
|
Arathi
Narayanan
|
Leona
Ambuja
|
1
|
April 30, 2024
|
Present
|
Present
|
Present
|
2
|
August 8, 2024
|
Present
|
Present
|
Present
|
3
|
November 12, 2024
|
Present
|
Present
|
Present
|
4
|
January 8, 2025
|
Present
|
Present
|
Present
|
5
|
February 25, 2025
|
Present
|
Present
|
Present
|
(II) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been active in its role as stipulated in Section 178 of the Companies Act 2013 and as per SEBI (LODR), 2015. The policy of remuneration for the Directors, KMPs etc; are stated in the website of the Company.
As on March 31, 2025 the Committee comprised of two independent directors and one non-executive director. The Nomination and Remuneration committee comprise of the following directors for the year ended March 31, 2025:
Name of Member
|
Role in the Committee
|
Designation
|
Mr. Chellasamy Rajendran
|
Chairman
|
Non- Executive Independent Director
|
Mr. Surilisubbu Vasudevan
|
Member
|
Non- Executive Independent Director
|
Ms. Shreelatha Narayanan
|
Member
|
Non- Executive Director
|
During the year under review, 1(One) Nomination and Remuneration Committee was held and the details of the meeting and the attendance of members present at the meeting are as follows.
S
|
Date of
|
Chellasamy
|
Surilisubbu
|
Shreelatha
|
No
|
Meeting
|
Rajendran
|
Vasudevan
|
Narayanan
|
1
|
August 8, 2024
|
Present
|
Present
|
Present
|
(III) STAKEHOLDER GRIEVANCE COMMITTEE/ STAKEHOLDER RELATIONSHIP COMMITTEE:
As on March 31, 2025 the Committee comprised of two independent directors and one executive director. The Stakeholder's Relationship committee comprise of the following directors for the year ended March 31, 2025:
Name of Member
|
Role in the Committee
|
Designation
|
Ms. Leona Ambuja
|
Chairperson
|
Non- Executive Independent Director
|
Mr. Chellasamy Rajendran
|
Member
|
Non- Executive Independent Director
|
Capt. Sanjeevan Jeevan Krishnan
|
Member
|
Whole-time director
|
The scope and functions of the Stakeholder's Relationship committee are in accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.
During the year under review, 1(One) Stakeholder's Relationship committee was held and the details of the meeting and the attendance of members present at the meeting are as follows..
Sno Date of
|
Leona
|
Chellasamy
|
Sanjeevan
|
Meeting
|
Ambuja
|
Rajendran
|
Jeevan
|
|
|
|
Krishnan
|
1 February 25, 2025
|
Present
|
Present
|
Not Present
|
(IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As on March 31, 2025 the Corporate Social Responsibility committee comprise of the following directors for the year ended March 31, 2025:
Name of Member
|
Role in the Committee
|
Designation
|
Capt. P B Narayanan
|
Chairman
|
Chairman and Managing Director
|
Mr. Chellasamy rajendran
|
Member
|
Non- Executive Independent Director
|
Ms. Shreelatha Narayanan
|
Member
|
Non- Executive Non Independent Director
|
Capt. Sanjeevan Jeevan Krishnan
|
Member
|
Whole-time director
|
Ms. Arathi Narayanan
|
Member
|
Executive Director
|
The CSR Policy is available on the website of the Company at https://absmarine.com/wp-content/uploads/2024/02/5. CSR-Policv-of-the-Companv.pdf. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board.
The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure- 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
(V) Risk Management Committee
As on March 31, 2025 the Risk Management committee comprise of the following directors for the year ended March 31, 2025:
Name of Member
|
Role in the Committee
|
Designation
|
Ms. Arathi Narayanan
|
Chairperson
|
Executive Director
|
Capt. P B Narayanan
|
Member
|
Chairman and Managing Director
|
Mr. Sanjeevan Jeevan Krishnan
|
Member
|
Whole-time director
|
Mr. Chellasamy Rajendran
|
Member
|
Non- Executive Independent Director
|
The scope and functions of the Risk Management committee are in accordance with the SEBI Listing Regulations.
The Company has Constituted Risk Management Committee and had adopted a Risk Management policy vide Board Meeting dated 13/12/2023 for Identification of Risks and Mitigating various risks which may occur in future. Risk Management Committee to be constituted under SEBI (LODR), 2015 and is mandatory only for the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediate preceding financial year and a 'high value debt listed entity. As a part of Good Corporate Governance the Committee was constituted for ABS MARINE SERVICES LIMITED. The Meetings for the aforesaid Committee will be conducted only when it satisfies the above thresholds as per LODR Regulation.
All the Committee Meetings were conducted as per the relevant Provisions of Companies Act,2013, Secretarial Standards and SEBI (LODR), 2015 Regulations. Requisite quorum was present for all the Meetings and Leave of Absence of members were duly recorded.
D) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review, the following are the changes in directors and Key Managerial Personnel
Sl
No
|
Name
|
Designation
|
Appointment / Cessation/ Change in Designation
|
Date
|
1
|
Ms. Arathi Narayanan
|
Chief-Financial Officer (CFO)
|
Cessation
|
August 8, 2024
|
2
|
MrVadakkenchery Venketeswaran Ananthanarayanan
|
Chief-Financial Officer (CFO)
|
Appointment
|
August 8, 2024
|
* Ms. Arathi Narayanan resigned with effect from August 8, 2024 as a Chief-Financial Officer (CFO) and Mr. Vadakkenchery Venketeswaran Ananthanarayanan was appointed as a Chief-Financial Officer (CFO) of the Company.
E) MEETINGS OF THE BOARD:
During the Financial Year 2024-25, the Board of Directors met Seven (07) times and the details of the meetings of the Board and the attendance of directors present at the meetings are as follows
S
No
|
Date of Meeting
|
Palliyil
Narayanan
Balachandran
|
Shreelatha
Narayanan
|
Arathi
Narayanan
|
Sanjeevan
Jeevan
Krishnan
|
Surilisubbu
Vasudevan
|
Chellasamy
Rajendran
|
Leona
Ambuja
|
1
|
April 30, 2024
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
2
|
May 3, 2024
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
3
|
May 16, 2024
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
4
|
August 8, 2024
|
Present
|
Present
|
Present
|
Not Present
|
Present
|
Present
|
Present
|
5
|
November 12, 2024
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
6
|
January 8, 2025
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
Present
|
7
|
February 25, 2025
|
Present
|
Not Present
|
Present
|
Not Present
|
Present
|
Present
|
Present
|
All the Board Meetings were conducted as per the relevant Provisions of Companies Act,2013, Secretarial Standards and SEBI (LODR), 2015 Regulations. Requisite quorum was present for all the Meetings and Leave of Absence of directors were duly recorded.
F) DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and as per SEBI Regulations that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) and as per SEBI Regulations.
G) POSTAL BALLOT
During the Financial Year 2014-2025 resolutions under Sec 180 (1) (c) and Sec 180 (1) (a) of the Companies Act,2013 passed through Postal Ballot via e-voting dated March 30, 2025 and results declared on April 2, 2025. Resolutions were passed to increase the limits under 180 (1) (a) and Section 180 (1) (c) of the Companies Act, 2013, put together from ' 300 Crores to ' 600 Crores.
Following are the Results declared for resolutions under Sec 180 (1) (c) and Sec 180 (1) (a) of the Companies Act, 2013.
Resolution No. 1 - TO APPROVE THE INCREASE IN BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013
Particulars
|
No. of Votes
|
% of Total Valid Votes
|
Votes in Favor
|
1,55,76,000
|
99.90
|
Votes Against
|
16,000
|
0.10
|
Invalid Votes
|
0
|
0
|
Result
|
Approved
|
|
Resolution No. 2 - TO APPROVE FOR INCREASE IN LIMITS OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013
Particulars
|
No. of Votes
|
% of Total Valid Votes
|
Votes in Favor
|
1,55,75,000
|
99.89
|
Votes Against
|
17,000
|
0.11
|
Invalid Votes
|
0
|
0
|
Result
|
Approved
|
|
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES
None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
FINANCE
All taxes and statutory dues have been paid. Payment of interest and instalments to the Financial Institutions and Banks are being made as per schedule. Your Company had not collected any Fixed Deposits during the Financial Year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN -EXCHANGE EARNINGS AND OUTGO.
The company has taken necessary steps for conservation of energy, technology absorption.
The Foreign Exchange Inflow during the year was ' 94,13,20,000- and Outflow was ' 4,17,26,000/-.
PARTICULARS OF EMPLOYEES:
Particulars of employees pursuant to Section 197(12) and rule Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the companies Act, 2013 are enclosed in Annexure-4.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year the Company has not received any complaint under Sexual Harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013.
RELATED PARTY TRANSACTIONS:
All transactions entered into with Related Parties (as defined under the Companies Act, 2013) during the financial year were in the ordinary course of business and on an Arm's length pricing basis, and within the ambit of Reg. 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company's website https:// absmarine.com/wp- content/uploads/2024/02/12.RPT-Policv. pdf .Details of transactions with related parties are given in Form AOC - 2 which is attached to this report as Annexure- 3.
REMUNERATION POLICY OF THE COMPANY:
The objective of the remuneration policy of the Company is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
DEMATERIALISATION OF SHARES
During the year ender review, all the shares of the company are held and traded in Dematerialized form only.
REGISTRARS AND SHARE TRANSFER AGENTS
Purva Sharegistry (India) Private Limited CIN: U67120MH1993PTC074079
Address:- 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg Lower Parel (East), Mumbai, 400011, Maharashtra, India,
Telephone No.022- 4134 3259, 022- 4134 3260 Email Id: support@purvashare.com
All matters connected with Share Transfer, Transmission, Change of address, duplicate share certificates and other related matters are handled by the RTA. Members can contact the Company or M/s. Purva Sharegistry (India) Private Limited for assistance in this regard.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
As of the current date, no shares of the company are held in Demat Suspense Account or Unclaimed Suspense Account.
STATEMENT OF DEVIATIONS / VARIATIONS:
During the year under review, there have been no deviations or variations in the utilization of IPO proceeds under Regulation 32 of SEBI (LODR) Regulations, 2015..
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE
Mr. Ganesh Saikrisshna, Company Secretary & Compliance Officer
Address for Correspondence:
No 36, Venugopal Avenue, Off Spur Tank Road, Chetpet, Chennai -600031
Phone No. 044 42914134
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
PROHIBITION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' a policy for determination of legitimate purposes in compliance with the PIT Regulations.
The aforesaid Codes are posted on the Company's website and can be accessed by using web link at: https://absmarine.com/ wp-content/uploads/2024/02/2.Code-of-Conduct-for-Insider- Trading.pdf
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii. 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 at the end of the financial year and of the profit or loss of the company for that period.
iii. the directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv. the directors have prepared the annual accounts on a going concern basis.
v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Policy are also posted on the website of the Company.
CEO/CFO CERTIFICATION
Appropriate certification are provided under Reg. 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr.Vadakkenchery Venketeswaran
Ananthanarayanan, Chief Financial Officer has certified to the Board regarding Financial Statements for the year ended March 31, 2025 which is attached as Annexure 5.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility vision of your company articulates its aim to be a corporate with its strategies, policies and actions aligned with wider social concerns, through initiatives in education, public health, women empowerment, environment sustainability, skill development and other areas of social upliftment. Your company has framed its CSR policy in line with the guidelines contained in the Companies Act 2013 and Companies (CSR Policy) Rules.
STATEMENT PURSUANT TO LISTING REGULATIONS:
Your Company's shares are listed with the NSE Ltd. We have paid the respective annual listing fees and there are no arrears.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate governance are not applicable to the Company as its securities are listed on the SME Platform of NSE; which falls under exemption criteria of Regulation 15(2) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
STATUTORY AUDITORS
The Company has appointed M/s N C Rajagopal & Co., Chartered Accountants, Chennai (FRN: 003398S) in the 29th Annual General Meeting held on 30th September 2022 for a period of 5 years from the 29th annual general meeting until the conclusion of the 34th annual general meeting of the Company
on such remuneration as may be fixed by the Board of Directors. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated May 7, 2018, no longer their appointment needs to be ratified by the Members of the company.
AUDITORS' REPORT
There are no qualifications or adverse remarks mentioned in the Auditors' report. The notes to accounts, forming part of financial statements, are self-explanatory and needs no further clarification.
SECRETARIAL AUDITORS
The Board appointed Mr. Nagarajan Shree Ram Prassad, Company Secretary in Practice, Chennai to conduct Secretarial Audit for the Financial Year 2024-25. There are no qualifications or adverse remarks mentioned in the Secretarial Auditors' report. The Secretarial Audit Report for the Financial Year ended March 31, 2025, is attached to this Report as Annexure 6.
ADEQUACY OF INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financial statements, which is evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Apart from Statutory Audit, your Company, in compliance with Section 138 of the Companies Act, 2013, had engaged M/s. Santhana Gopalan & Co, the Chartered Accountants, (Firm Registration No 003604S) Chartered Accountants, Chennai as the Internal Auditors of the Company for the financial year 2024-25. Findings and observations of the Internal Auditors are discussed, and suitable corrective actions are taken as per the directions of the Audit Committee on an on-going basis to improve efficiency in operations.
The Company's internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.
PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES
Pursuant to the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at its meeting held on February 25, 2025. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees. The performance of the Board, its committees and individual Directors was evaluated by the Nomination and Remuneration Committee and Board after seeking inputs from all the respective Committee member and Directors.
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, The Company has a risk policy defining risk management governance model, risk assessment and prioritization process. The Risk Management Committee adopted a follow-up risk management framework to review and monitor the key risks and their mitigation measures periodically and provide an update to the Board on Company's risks. The Audit Committee has additional oversight on financial risks and controls.
ANNUAL RETURN
The annual return of the Company has been uploaded in the web site and the same can be accessed through web site link https://absmarine.com/financial-report/
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961. -
The Company complies with MATERNITY BENEFITS ACT, 1961 for women employees. The Women Employees as on year ended March 31, 2025 had not taken Maternity leave.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
PERSONNEL
The Board wishes to place on record its appreciation of all employees of the Company, for their wholehearted efforts and contribution to the performance and growth of the Company.
ACKNOWLEDGEMENTS
Your directors place on records their gratitude for the support and co- operation received from Mercantile Marine Department (MMD), Banks and Financial Institutions, Customers, Suppliers and Shareholders and for their continued support. The Board also wish to place its sincere appreciation to the dedicated and committed team of employees.
For and on behalf of the Board of Directors ABS MARINE SERVICES LIMITED
Sd/- Sd/-
(P B NARAYANAN) (SANJEEVAN
JEEVAN KRISHNAN)
Chairman and Whole-time
Place: Chennai Managing Director Director
Date: May 26, 2025 DIN: 00205686 DIN: 07983977
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