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Shreyas Shipping & Logistics Ltd.

BSE: 520151 Sector: Infrastructure
NSE: SHREYAS ISIN Code: INE757B01015
BSE 00:00 | 01 Apr 37.80 -1.20
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NSE 00:00 | 01 Apr 38.00 -0.65
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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 3.72
Mkt Cap.(Rs cr) 83
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 3.72
Mkt Cap.(Rs cr) 83
Buy Price 37.05
Buy Qty 46.00
Sell Price 38.35
Sell Qty 99.00

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

Company director report

To

The Members of Shreyas Shipping and Logistics Limited

Your Directors are pleased to submit the Thirty First Annual Report ofthe Company together with the Audited financial Statements (Consolidated and Standalone)along with Auditors' Report for the financial year ended March 31 2019.

FINANCIAL RESULTS:

र In Lacs

Particulars

Consolidated

Standalone

2018-2019 2017-2018 2018-2019 2017-2018
Revenue from Operations 62479 54059 62479 54059
Other Income 230 359 282 359
Profit/Loss before Interest Depreciation Finance 7265 11512 7317 11512
Cost and Tax Expense
Finance Cost 1893 1277 1893 1277
Depreciation 2087 1902 2087 1902
Profit/Loss before Finance cost and Tax Prior Year 3285 8333 3337 8332
Adjustment & Exceptional Item
Exceptional Item 95 (129) 95 (129)
Share of profit of an associate & a joint venture (368) 1431 - -
Deferred Tax (17) 343 15 25
Current Tax 52 88 52 88
Profit/ (Loss) After Tax 2977 9204 3365 8090
Other Comprehensive Income / Loss (442) (187) (652) (161)
Total Comprehensive Income / (Loss) 2535 9017 2713 7929
Balance Brought Forward from Previous Year 26536 19046 15526 9141
Amount Available for Appropriation - 28250 - 17232
Appropriations:
Transfer to Tonnage Tax Reserve (630) (1550) (630) (1550)
Re-measurement of deferred benefit plans (53) (57) (53) (49)
Dividend paid on equity shares (396) (107) (396) (107)
Balance Carried Forward to Balance Sheet 28430 26536 17812 15526

DIVIDEND

The Company has a robust track record of rewarding its shareholderswith a generous dividend pay-out. The Board of Directors are pleased to recommend a finaldividend of 12% (' 1.20/-) for the Financial year 2018-2019.

The Final dividend subject to the approval of Members at the AnnualGeneral Meeting on Saturday 20th July 2019 will be paid to the Members on orafter 24th July 2019 to the members whose name appear in the Register ofMembers as on Book closure dates i.e. from Saturday13th July 2019 toSaturday20th July 2019 (both days inclusive). The Final Dividend will absorb र 318 lakhs including Dividend Distribution Tax of र 54.17 lakhs.

UNPAID/UNCLAIMED DIVIDEND TRANSFERRED TO INVESTOR EDUCATION ANDPROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund(Accounting Audit Transfer and Refund) Rules 2016 / Investor Education and ProtectionFund (Awareness and Protection of Investors) Rules 2001 Interim and Final Unclaimed/Unpaid dividends for the year 2010-2011 totaling to र 423880/- (' 195766 towardsinterim dividend and '228114 towards final dividend) and 128511 shares for 2010-11(Interim) while 9042 shares for 2010-11 (Final) were transferred during the financial year2018-19 to the Investor Education and Protection Fund.

Ms. Asha Prakash has been appointed as the Nodal Officer of the companyunder the provisions of IEPF and the same can be accessed atwww.transworld.com/shreyas-shipping-and- logistics/investor-grievance-redressal.html.

SHARE CAPITAL

The Company's paid up Equity Share capital continues to stand at र219575330/- as on March 31 2019. During the year the company has not issued anyshares or convertible securities. The Company does not have any Scheme for issues ofshares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalent as at March 31 2019 was र 880 lakhs.

The company's working capital management is robust and involves awell-organized process which facilitates continuous monitoring and control overreceivables inventories and other parameters.

TECHNOLOGY ABSORPTION

During the year your Company's finance and operation team were engagedin a big transformational project that would enable centralization and simplification ofthe accounting and control processes. The company intends to roll out Oracle basedsoftware this year that will change the way the finance team functions and partnersbusiness in your Company. The software has been built around core performance managementprocesses such as forecasting budgeting and planning as well as providing decisionsupport in key areas. It will focus on specific core business processes and decisionsupport topics enabling the team to develop deeper expertise and greater subject matterknowledge.

REVIEW OF OPERATIONS

The year 2018-2019 continued to be a challenging year with oceanfreights under pressure supplemented with increase in fuel prices. The HRCI index was 746points in the beginning of the year while HRCI index closed at 650 points at the end ofthe financial year.

With a view to cater the enhanced trade on the east coast of India andin view of the increased utilization of our asset your Company acquired one vesselnamely SSL KRISHNA (2490 teus) at USD 8.250 million.

Besides handling containerized cargo the company has also handledcoastal break bulk cargo in this year and has handled 138636 metric tons cargo along with186872 metric tons on account of Tata Steel.

The Company's current fleet stands at 13 vessels with a total capacity24519 Teus 266258 GRT and 336573 DWT being India's largest container tonnage owningcompany. The current container ship tonnages are right sized and priced to suit thecoastal trade. In addition the Company's services are well planned to provide completecoastal coverage and thus well suited for the trade. The company serve approximately 80%of EXIM transshipment along Indian coast.

The company contributes approx. 50% to 55% on the domestic coastaltrade.

For the year ended March 31 2019 your Company posted a Total Incomeof र 62761 lakhs with a Net Profit of र 3365 lakhs.

CREDIT RATING

The Company enjoys a good reputation for its sound financial managementand its ability to meet financial obligation. CRISIL the reputed Rating Agency hasre-affirmed the credit rating of CRISIL A-/ STABLE for long term financial instruments ofthe company on August 31 2018.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY

During the current year Company acquired one vessel thereby adding2490 TEUs capacity. This will have positive impact on the future performance of theCompany whereby the operating income would increase and with fuel efficient fleet theoperating expenses are expected to be controlled.

UPDATE ON SSL KOLKATA

Your company had informed the Members about an explosion that occurredon the Vessel m. v. SSL Kolkata on June 13 2018 at approximately 22:00 (local time) atSand heads of Kolkata port and later the vessel was declared as total loss.

The Insurer's surveyor and average adjuster appointed by the Companywith the concurrence of the insurer had submitted their reports with a confirmation onthe amount of total claim against the insurance contract. All substantive proceduresnecessary for quantifying the claim payable by the insurance company were carried out bythe company during the year ended 31st March 2019.

The Company has received the insurance claim amount to the tune of र 300000000/- (Rupees Thirty crore) on 30th April 2019 towards the fireincident on the vessel SSL Kolkata.

STATUTORY AUDITORS

M/s. Deloitte Haskins and Sells LLP (Firm Membership No.117366W/W100018) Chartered Accountants were appointed as Statutory Auditors of yourCompany for a term of 5 years from the conclusion of 29th Annual GeneralMeeting till the conclusion of 34th Annual General Meeting subject to theratification of Members at each Annual General Meeting.

Pursuant to the recent amendment to Section 139 of the Companies Act2013 effective 7th May 2018 ratification by Members every year for theappointment of the Statutory Auditors is no longer required and accordingly the Notice ofensuing Annual General Meeting does not include the proposal for seeking Shareholdersapproval for ratification of Statutory Auditors appointment. M/s. Deloitte Haskins andSells LLP have given a confirmation of their eligibility for their continuance as theAuditors of the Company and that they are free from any disqualification specified in thestatute.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial AuditReport is annexed herewith as Annexure 1. The Secretarial Audit Report does not containany qualification reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

The Auditors of the company have not reported any fraud as specifiedunder Section 143(12) of the Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulatorsor others.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act 2013 and Rulesread thereunder the Company has formed a Committee for Corporate Social Responsibility(CSR) and has adopted a CSR policy in line with the requirement of the Act. The members ofthe Committee met thrice during the year. The Annual report on CSR activities andexpenditure as required under the relevant act is given as Annexure 3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and ListingRegulations the company has formulated a Policy on Related Party Transactions as approvedby the Board of Directors which is also available on the Company's website and the same isconsidered for the purpose of identification and monitoring Related Party transactions.

All transactions with Related Parties are placed before the AuditCommittee as also the Board for approval. Prior omnibus approval of the Audit Committeeand the Board is obtained for the transactions which are foreseeable and of repetitivenature. The transactions entered into pursuant to the approvals so granted are subjectedto audit and a statement giving details of all related party transactions is placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The statement issupported by a certificate from the MD and CFO.

During the period under review all transactions entered into by theCompany with the Related Parties were at arm's length and in the ordinary course ofbusiness and adheres to the applicable provisions of the Act and the Listing Regulations.There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have a potential conflictwith the interest of the company at large or which warrants the approval of theshareholders.

In accordance to Section 134 (3)(h) of the Companies Act 2013 and Rule8 (2) of the Companies (Accounts) Rules 2014 the particulars of the material contract orarrangement entered into by the company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure 2 of this Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section92(3) of the Companies Act and Rule 12 of the Companies (Management and Administration)Rules 2014 has been placed on the website of the Company and can be accessed atwww.transworid.com/shreyas-shipping-and- logistics/annual-report.html.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the growth of the company operations performancevis-a-vis industry growth and outlook of the Company and its business is given in theManagement Discussion and Analysis appearing as Annexure 4 to this Report and it alsocovers economic factors that impacted the growth of the business during the year underreview.

REPORT ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamentalto the business of your Company since its inception. A separate report on CorporateGovernance is provided together with a Certificate from the Statutory Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underListing Regulations. A Certificate of the CEO and CFO of the Company in terms of ListingRegulations inter alia confirming the correctness of the financial statements and cashfiow statements adequacy of the internai controi measures and reporting of matters to theAudit Committee is also annexed.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

Details of Loans Guarantees and Investment made by your company underSection 186 of the Companies Act 2013 during the financial year 2018-2019 are appendedin the Notes to financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31st March 2019 your Companyhas transferred a profit of र 3365 iakhs to Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Company's Board of Directors are eminent persons ofproven competencies and integrity. Besides experience strong financial acumen strategicastuteness and ieadership quaiities they have a significant degree of commitment towardsthe company and devote adequate time to the meetings. The Company recognizes and embracesthe importance of a diverse board in its success. The Company believes that a trulydiverse board will leverage differences in thought perspective knowledge skiiiindustry

experience and gender which will help the Company to retain itscompetitive advantage.

As on March 31 2019 the Company has 12 Directors consisting of 5 Non-Independent Directors (including 1 Whole Time Directors) 6 Independent Directors and 1Nominee Director.

The members in the last Annual General Meeting held on 20th July2018 have appointed Mr. Ramakrishnan Sivaswamy Iyer as whole time director designated asExecutive Chairman (non- KMP) for a period of 3 years ending on March 31 2021.

Capt. Vivek Kumar Singh was appointed as the Managing Director of thecompany at the Annuai Generai Meeting heid on July 20 2018 for a period of 3 years endingon March 31 2021.

Mr. L. B. Cuias was re-appointed as the Director of the company asapproved by the members at the iast Annuai General Meeting held on July 20 2018.

During the year Mr. Amitabha Ghosh resigned from the Board with effectfrom May 8 2018 due to personai reasons. The Board of Directors piaced on record theirappreciation for the contribution by Mr. Amitabha Ghosh during his tenure as anindependent Director of the Company.

Mr. Satish Piiiania was appointed as the Director of the Company asapproved by the members at the iast Annuai General Meeting held on July 20 2018.

As per the provisions of the Companies Act 2013 Independent Directorshave been appointed for a period of 5 years and shaii not be iiabie to retire by rotation.The Independent Directors of your company have affirmed their Independence under Section149 of the Companies Act 2013 and provisions of Reguiation 25 of SEBI (LODR) Reguiations2015. The Company has obtained requisite deciaration to that effect from the saidDirectors.

The appointment of Mr. Deepak Shetty as an Independent Director wasapproved by the members at the Annuai Generai Meeting heid on Juiy 20 2018 for aconsecutive period of five years.

The re-appointment of the other Independent Directors nameiy Mr. DanieiTraveiyn Joseph Mr. Mannii Venugopaian Capt. Man Mohan Saggi Mr. S. Ragothaman and Ms.Maya Sinha was approved by the members at the Annuai Generai Meeting heid on Juiy 20 2018for second term of five consecutive years w.e.f. 1st Aprii 2019 to 31stMarch 2024.

Mr. Utpai Suhas Gokhaie was appointed as a Nominee Director by theBoard of Directors at its meeting heid on 07th February 2019.

Your Company has devised a Policy for determining qualificationspositive attributes of Directors performance evaluation of Independent Directors BoardCommittees and other individual Directors which also include criteria for performanceevaluation of the non-executive directors and executive directors. While appointing andre-appointing Independent Directors the Board ensures that there is appropriate balanceof skills experience and knowledge to enable the Board to discharge its functions andduties effectively.

In accordance with the provisions of Companies Act 2013 and Regulation17(10) of SEBI(LODR) Regulations 2015 the evaluation process for the performance of theBoard its Committees and individual Directors was carried out internally. The Boardevaluated its performance after seeking inputs from all the Directors on the basis ofcriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc.

The Company familiarizes its Directors including independent directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. through onvarious programs.

The familiarization programme for Independent Directors is disclosed onthe Company's website under the web link:www.transworld.com/shreyas-shipping-and-logistics/policies. html.

In a separate meeting of Independent Directors held on March 27 2019performance evaluation of the NonIndependent Directors and the entire Board of Directorsincluding the Chairman and Managing Director was evaluated. The Independent Directors weresatisfied with the functioning of the Board and Committees. The Independent Directorsappreciated the leadership role of the Chairman and Managing Director in upholding theGroup values and Corporate Governance standards. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

The results of the review by the Independent Directors was shared withthe Board of Directors. The Board of Directors have expressed their satisfaction with theevaluation results.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company in termsof the provisions of the Act read with the

Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as on March 31 2019:

• Capt. Vivek Kumar Singh Managing Director

• Mr. Rajesh Desai Chief Financial Officer

• Ms. Asha Prakash Company Secretary

*During the year Ms. Asha Prakash was appointed as the CompanySecretary w.e.f. 07th May 2018 in place of Ms. Namrata Malushte who resigned on07th May 2018.

POLICY ON APPOINTMENT AND REMUNERATION

The Company has in place a policy for remuneration of Directors KeyManagerial Personnel and senior management of the company as well-defined criteria for theselection of candidates for appointment to the said positions which has been approved bythe Board. The criteria for selection of candidates for the above positions cover thevarious factors and attributes which are considered by the Nomination and RemunerationCommittee and the Board of Directors while making a selection of the candidates. TheNomination and Remuneration Policy of the Company is available on the Company's websiteunder the web link: www.transworld. com/shreyas-shipping-and-logistics/policies.html.

BOARD MEETINGS AND COMMITEES

The Board meets at regular intervals to discuss and decide onCompany/business policy and strategy apart from other Board businesses. During the year2018-19 the Board met seven times. The details of the Board meetings and the attendanceof the Directors are provided in the Corporate Governance Report forming part of thisReport. The intervening gap between the meetings was within the period prescribed underthe Act and the SEBI Listing Regulation 2015. Details of all the Committees of the Boardhave been given in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises five members. The Chairman of theCommittee is an Independent Director. The Committee met four times during the year.Details of the role and responsibilities of the Audit Committee the particulars ofmeetings held and attendance of the Members at such Meetings are given in the CorporateGovernance Report.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (ListingObligation and Disclosure Requirements) Regulations

2015 your Company has set up a Risk Management Committee forperiodically evaluating the various risks. Your company has also adopted Risk ManagementPolicy wherein all associated business risks are factored identified and assessed. TheCompany has introduced several improvements to drive a common integrated view of risksoptimal risk mitigation responses and efficient management of internal control andassurance activities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. These are routinely testedand certified by Statutory as well as Internal Auditors and cover all offices and keybusiness areas. The main thrust of Internal Auditor is to test and review controlsappraisal of risks and business processes beside benchmarking controls with bestpractices in the industry.

Significant audit observations and follow up actions thereon arereported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness ofthe Company's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening the Company's risk managementpolicies and systems.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company's vigil mechanism allows the Directors and employees toreport their concerns about unethical behavior actual or suspected fraud or violation ofthe code of conduct/business ethics. The vigil mechanism provides for adequate safeguardsagainst victimization of the Director (s) and employee (s) who avail this mechanism. TheCompany has revised the Whistle Blower policy and has also inserted instances of leakageof Unpublished price sensitive information in terms of SEBI (LODR) Regulations 2015 asamended from time to time.

All cases registered under Whistle Blower Policy of your Company are tobe reported to and are subject to the review of the Audit Committee. The Whistle Bloweralso has access to the Chairman of the Audit Committee in case they wish to report anyconcerns. The Policy on whistle blower may be accessed on the Company's websitewww.transworld.com/ shreyas-shipping-and-logistics/policies.html.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Respect and Integrity are a part of our Core values. These Valuesystems have been passed down to us by our Founding

Father. Your Company firmly believes in providing a safe supportiveand a friendly workplace environment where our values come to life through the supportingbehaviors. Your company believes in providing and ensuring a workplace free fromdiscrimination and harassment based on gender thereby providing a friendly workplaceenvironment. Your company has created a Policy for Prevention of Sexual Harassment ofWomen at Workplace to seek recourse and redressal to instances of sexual harassment. AnInternal Complaints Committee has been constituted in line with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year ended March 31 2019 the Company has not received anycomplaints pertaining to Sexual Harassment.

QUALITY

Quality integrity and safety have been core to the Company. We firmlybelieve that the pursuit of excellence is one of the most critical components for successin the competitive market and therefore the company consistently strive to adhere to thehighest quality standards. During the year the Company has shifted its accreditationagency to Indian Register of Shipping (IRS). The Standard ISO 9001:2015 is valid up toOctober 29 2021.

DEPOSITS

The Company has not accepted any deposits falling under the ambit ofSection 73 of the Companies Act 2013 (herein referred to as "The Act") and theRules framed thereunder during the year under review and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet. Since the Company has not accepted any deposits during the financial year endedMarch 31 2019 there has been no non-compliance with the requirements of the Act.

MAINTENANCE OF COST RECORDS

In accordance with Section 148 of the Companies Act 2013 and anyamendments thereto the Company is not required to maintain cost records in respect of theactivities carried on by your Company hence there is no applicability of maintaining costrecords or carry out cost audit.

SUBSIDIARY. ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31 2019 the Company does not have any subsidiary companyand hence there is nothing to disclose.

The Company has one associate company namely Avana Logistek Limited(formerly known as Shreyas Relay Systems Ltd.) The company has an ownership interest of29.22% in the associate company.

The Company also has one joint venture namely Shreyas -Suzue Logistics(India) Private Limited with a proportion of ownership interest of 50%.

The Policy for determining Material Subsidiaries adopted by the Boardpursuant to Regulation 16 of the Listing Regulations can be accessed on company'swebsite.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements are prepared in compliance withthe applicable provisions of the Act including the relevant Accounting Standards specifiedunder Section 133 of the Act. The audited consolidated financial statements together withthe Auditor's Report thereon forms part of the Annual Report. Pursuant to Section 129 (3)of the Act a statement containing salient features of the financial statements ofAssociate and Joint venture company in the prescribed Form AOC-1 is given in this AnnualReport.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134 (3)(c) and 134 (5) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year endedMarch 31 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;

b. that appropriate accounting policies have been selected and appliedconsistently. The Directors made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit and loss of the company for that period;

c. that proper and sufficient care was taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts are prepared on a going concern basis;

e. that proper internal financial controls laid down by the Directorswere followed by the company and such internal financial controls are adequate and wereoperating effectively; and

f. that proper systems to ensure compliance with the provisions of allapplicable laws have been devised and that such systems were adequate and operatingeffectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employeesas required under Section 197 of the Act and Rules 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 have been annexed to this Report asAnnexure 5.

Details of employee remuneration as required under provisions ofSection 197 of the Act and Rule 5(2) and 5(3) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 form part of this report. As per the provisions ofsection 136 of the Act the report and financial statements are being sent to the membersof your Company and others entitled thereto excluding the statement on particulars ofemployees. Copies of said statement are available at the registered office of the Companyduring the designated working hours from 21 days before the Annual General Meeting tilldate of the Annual General Meeting. Any member interested in obtaining such details mayalso write to the corporate secretarial department at the registered office of thecompany.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO

Under the Notification No. GSR 1029 dated 31st December1988 companies are required to furnish prescribed information regarding conservation ofenergy and technology absorption. This however does not apply to your Company as theshipping industry is not included in the Schedule to the relevant rules.

With regards to foreign exchange earnings and outgo for the currentyear 2018-19 the position is as under:

( र In Lacs)
(i) Foreign exchange earnings including proceeds on sale of ship (on accrual basis) 22116
(ii) Foreign exchange outgo including operating components spare parts vessel funding and other expenditure in foreign currency (on accrual basis) 16040

AWARDS AND RECOGNITIONS

Your company was recognized with many prestigious and diverse externalaccolades during the financial year which includes:

• India Maritime Awards 2018: Coastal Service Operator of the Year

• Maritime And Logistics Awards (MALA) for the year 2018: BestShipping Line of the Year: Coastal Operator

• Gujarat Star Awards: Best Shipping Line of the Year: CoastalOperator 2018

• Awarded the prestigious "India CSR Award" in thecategory of "Community Development" at India CSR Network Summit & Awards2019

• Mr. Rajesh Desai Chief Financial Officer has been awarded asthe winner in Services Category at the Financial Express CFO Awards 2019

GENERAL DISCLOSURE

Your Directors state no disclosure or reporting is required in respectof the following items as there were no transactions on these items during the year underreview:

1. Issue of Equity Shares with differential rights as to dividendvoting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employeesof your Company under any scheme

3. Your Company has not resorted to any buy back of its Equity Sharesduring the year under review.

4. Your Company does not have any subsidiaries. Hence neither theManaging Director nor any other Directors of your Company received any remuneration orcommission during the year from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and your Company's operations infuture.

6. No fraud has been reported by auditors under subsection (12) ofsection 143.

CAUTION STATEMENT

The Board's Report and Management Discussion & Analysis may containcertain statements describing the Company's objectives expectations or forecasts thatappear to be forward looking within the meaning of applicable securities laws andregulations while actual outcomes may differ materially from what is expressed herein. TheCompany is not obliged to update any such forward-looking statements. Some importantfactors that could influence the Company's operations comprise economic developmentspricing and demand and supply conditions in global and domestic markets changes ingovernment regulations tax laws litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Directors thank the Company's clients vendors charterersbusiness associates main line operators investors shareholders and bankers for theircontinued support during the year. It will be your Company's endeavor to build and nurturestrong links with them based on mutuality respect and co-operation with each other. YourDirectors take this opportunity to thank all employees for their hard work dedication andcommitment. The enthusiasm and unstinting efforts of the employees have enabled theCompany to remain at the forefront of the industry despite increased competition fromseveral existing and new players.

Your Directors place on record their appreciation for the support andcontinued co-operation that the Company received from the Government of India theMinistry of Shipping the Ministry of Finance the Ministry of Corporate Affairs theDirectorate General of Shipping the Mercantile Marine Department the Stock Exchangesthe Reserve Bank of India the Central Board of Excise and Customs and other Governmentagencies. Your Directors also express their sincere thanks to the Indian NationalShipowners Association Port authorities Insurance companies Protection and Indemnityclubs for their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan Capt. Vivek Kumar Singh
Date: May 28 2019 Executive Chairman Managing Director
DIN: 00057637 DIN: 07835635

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information Pursuant to Section 134 (3)(Q) and Section 197(12) of theCompanies Act2013 read with Ruie 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

i) Ratio of the remuneration of each Director to the medianremuneration of employees of the Company for the year 2018-19 percentage increase inremuneration of Executive Directors Managing Director the Chief Financial Officer andthe Company Secretary during the Financial Year 2018-19.

Sr. No Name of the Director/KMP Designation Percentage increase in Remuneration in FY 2018-19 Ratio of remuneration of each Director/ KMP to median remuneration of the employees
1. Capt. Vivek Kumar Singh Managing Director 34.22% 16.23:1
2. Mr. S. Ramakrishnan Executive Chairman 12.46% 39.87:1
3. Mr. Ritesh S. Ramakrishnan Non-Executive Non-Independent Director - -
4. Mr. L.B. Cuias Non-Executive Non-Independent Director - -
5. Mr. Satish Piiiania $ Non-Executive Non-Independent Director - -
6. Mr. S. Ragothaman * Independent Director - -
7. Mr. Mannii Venugopaian * Independent Director - -
8. Mr. D.T. Joseph * Independent Director - -
9. Mr. Deepak Shetty * @ Independent Director - -
10. Capt. Manmohan Saggi * Independent Director - -
11. Ms. Maya Sinha * Independent Director - -
12. Mr. Utpai Gokhaie # Nominee Director - -
13. Ms. Asha Prakash ^ Company Secretary and Compliance Officer N.A. 2.50:1
14. Mr. Rajesh Desai Chief Financial Officer 41.88 8.08:1

 

* The Independent directors of the Company are entitied to sitting fees as per the statutory provisions. The detaiis of sitting fees are provided in Corporate Governance Report based on the number of meetings attended by an Independent Director. The Non-Executive Directors/KMP who resigned during the year have not been included in the above statement.
@ The appointment of Mr. Deepak Shetty was approved by the members as an Independent Director of the Company at the Annual General Meeting held on 20th July 2018.
$ The appointment of Mr. Satish Piiiania as Non-Executive Director was approved by the members of the company at the Annual Generai Meeting heid on 20th Juiy 2018.
# Mr. Utpal Gokhale was appointed as a Nominee Director w.e.f. 07th February 2019.
^ Ms. Asha Prakash was appointed as a Company Secretary & Compliance officer during the year hence increase in remuneration is not applicable.

ii) Permanent Employees on the rolls of the company as on 31stMarch 2019: 46

iii) Percentage increase in the median remuneration of employees in thefinancial year: 19.8%

iv) Average percentage increase made in the salaries of employees(other than managerial personnel) was 19.38% while increase in managerial remuneration was4.97%.

Average increase in the remuneration of the employees other thanManagerial Personnel is in line with the industry practice and is within the normal range.

v) We affirm that the remuneration paid to Directors Key ManagerialPersonnel and employees is as per the remuneration policy of the Company.