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Shreyas Shipping & Logistics Ltd.

BSE: 520151 Sector: Infrastructure
NSE: SHREYAS ISIN Code: INE757B01015
BSE 16:01 | 01 Apr 38.40 -0.60
(-1.54%)
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40.60

HIGH

40.60

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37.05

NSE 15:46 | 01 Apr 38.00 -0.65
(-1.68%)
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37.00

HIGH

40.55

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OPEN 40.60
PREVIOUS CLOSE 39.00
VOLUME 886
52-Week high 227.50
52-Week low 35.00
P/E 3.78
Mkt Cap.(Rs cr) 84
Buy Price 37.05
Buy Qty 46.00
Sell Price 38.35
Sell Qty 99.00
OPEN 40.60
CLOSE 39.00
VOLUME 886
52-Week high 227.50
52-Week low 35.00
P/E 3.78
Mkt Cap.(Rs cr) 84
Buy Price 37.05
Buy Qty 46.00
Sell Price 38.35
Sell Qty 99.00

Shreyas Shipping & Logistics Ltd. (SHREYAS) - Auditors Report

Company auditors report

To The Members of Shreyas Shipping and Logistics Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of ShreyasShipping and Logistics Limited (the "Company") which comprise the BalanceSheet as at 31 March 2019 and the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended and a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the "Act") in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended ("Ind AS") and other accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2019and its profit total comprehensive income changes in equity and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing specified under section 143(10) of the Act(SAs). Our responsibilities under those Standards are further described in the Auditor'sResponsibility for the Audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India ("ICAI") together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. we have determined the matters described below to bethe key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor's Response
1 Recognition and measurement insurance claim receivable based on assessment of rights and obligations under insurance contract. Our audit approach is combination of test of internal controls and substantive procedures as follows:
During the year the Company based on it's own assessment supported by a report from an independent surveyor on the wreckage of its vessel MV SSL Kolkata declared the "Total Loss" and charged र 3060 lac (being the carrying value of the vessel and on board bunker and Sue & Labour charges) to the Statement of Profit and Loss as an Exceptional Item. • Evaluated the design implementation and testing the operating effectiveness of internal controls relating to
a. assessment of rights and obligation under the insurance contract and
The Company also recognized the corresponding insurance claim receivable of र 3155 lac against the insurance contract which sum the Insurer's surveyor and average adjuster appointed by the Company with the concurrence of the insurer have confirmed. This amount has been credited to the Statement of Profit and Loss and classified as an Exceptional Item. b. review of recognition of insurance claim receivable under the contract.
• Assessed and confirmed by verifying the insurance policy that the loss event is covered within the insurance policy and all the relevant conditions for lodging claim under the contract are satisfied and contract is valid.
• Obtained and verified the nature of loss concluded in the reports from independent surveyor insurer's report and report from average adjuster.
As per Ind AS 16 impairments or losses of items of property plant and equipment and related claims for or compensation from third parties are separate economic events and accordingly the insurance claim relating to such losses are included in the determining profit or loss only when it becomes receivable. • Verify the recognition of sue & labour expenses incurred with the underlying evidence and corresponding claim recognised with those approved by the insurer's surveyor and the average adjuster.
• Review the communications from insurance company / insurer's surveyor and average adjuster to assess whether the right to receive the claim against insurance contract is established.
• Verified the payments received from the insurer subsequent to the balance sheet date.
2 Ocean freight income from related parties Our audit approach is a combination of test of internal controls and substantive procedures as follows:
Significant portion of Company's ocean freight income is from related parties. • Evaluated and tested the design implementation and the operating effectiveness of internal controls relating to review of Arm's length assessment of ocean freight service transactions with related parties
The assessment of whether a transaction is at arm's length requires consideration of several factors such as benefits / consideration for each of the parties to enter into the agreement the prevalent market / industry practice economic circumstances similar contracts executed between other unrelated parties etc. • Obtained and reviewed the Board approved framework for assessment of whether the transaction with related parties are at arm's length or not vis-a-vis the suggested method in use under transfer pricing mechanism for the purpose of Income Tax Act 1961.
Arm's length assessment of ocean freight service transactions with related parties is deemed to be key audit matter as the management is required to exercise judgements while evaluating the aforesaid factors. • Engaged the experts to evaluate the relevance of the method used and appropriateness of its application • Verified the selected third party ocean freight service transaction with the underlying evidences to corroborate the relevance / comparability of third party transactions to the transactions with related parties
• Obtained and reviewed the contract with related parties to confirm that the transactions are recorded as per contractual terms including subsequent revisions thereto
• Obtained and reviewed the balance confirmation / reconciliation with related parties and enquire the reasons for differences if any.

Information Other than the Financial Statements and Auditor's ReportThereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises information included in the Director's Reportand Management Discussion and Analysis of the Annual Report but does not include thestandalone financial statements consolidated financial statements and our auditor'sreports thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors of the Company as on 31 March 2019 taken on record by the Board of Directorsnone of the directors is disqualified as on 31 March 2019 from being appointed as adirector in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/ W-100018)
Sanjiv V. Pilgaonkar
Partner
Mumbai 28 May 2019 (Membership No. 39826)

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Shreyas Shipping and Logistics Limited ("the Company") as of31 March 2019 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal financial control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia. These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the

company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorised acquisition use or disposition of the company's assetsthat could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2019 based on theinternal financial control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/ W-100018)
Sanjiv V. Pilgaonkar
Partner
Mumbai 28 May 2019 (Membership No. 39826)

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by theManagement in accordance with a regular programme of verification which in our opinionprovides for physical verification of all the fixed assets at reasonable intervals.According to the information and explanations given to us no material discrepancies werenoticed on such verification.

(c) The Company does not have any immovable properties of freehold orleasehold land and building and hence reporting under paragraph 3(i)(c) of the Order isnot applicable.

(ii) As explained to us the inventories were physically verifiedduring the year by the Management at reasonable intervals and no material discrepancieswere noticed on physical verification.

(iii) The Company has not granted loans secured or unsecured tocompanies firms Limited Liability Partnerships or other parties covered in the Registermaintained under Section 189 of the Companies Act 2013.

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theCompanies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposit and hence reporting under paragraph 3 (v) of theOrder is not applicable.

(vi) The maintenance of cost records has not been specified by theCentral Government under Section 148(1) of the Companies Act 2013 in respect ofactivities of the Company.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-tax CustomsDuty Goods and Service Tax Cess and other material statutory dues applicable to it withthe appropriate authorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Income-tax Customs Duty Goods and Service Tax Cess and other material statutorydues in arrears as at 31st March 2019 for a period of more than six monthsfrom the date they became payable.

(c) Details of dues of Customs Duty which have not been deposited as on31st March 2019 on account of disputes are given below:

Name of Statue Nature of Dues Forum where dispute is pending Period(s) to which amount relates Amount unpaid ( र in lac) Amount paid under protest ( र in lac)
The Customs Act 1962 Customs Duty Additional Commissioner of Customs 2012-13 36.66
Directorate of Revenue Intelligence 2012-13 16.23

There were no dues of Income-tax Service Tax Sales Tax Excise DutyValue Added Tax and Cess which have not been deposited as at 31st March 2019 onaccount of dispute.

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans or borrowings tofinancial institutions and banks. The Company has neither taken any loans or borrowingsfrom government nor issued any debentures.

(ix) In our opinion and according to the information and explanationgiven to us money raised by way of the term loans have been applied by the Company duringthe year for the purposes for which they were raised other than temporary deploymentpending application of proceeds. The Company has neither raised any moneys by way ofinitial public offer / further public offer (including debt instruments) not were suchproceeds pending to be applied during the current year.

(x) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company and no material fraud on the Company byits officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid/ provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting underparagraph 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with section 177 and 188 of the Companies Act2013 where applicable for all the transactions with the related parties and the detailsof related party transactions have been disclosed in the standalone financial statementsas required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under paragraph 3 (xiv) of Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or persons connected with him. Accordingly paragraph 3 (xv) of theOrder is not applicable.

(xvi) In our opinion and according to the information and explanationsgiven to us the Company is not required to be registered under section 45-I of theReserve Bank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W/ W-100018)
Sanjiv V. Pilgaonkar
Partner
Mumbai 28 May 2019 (Membership No. 39826)