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Shreyas Shipping & Logistics Ltd.

BSE: 520151 Sector: Infrastructure
NSE: SHREYAS ISIN Code: INE757B01015
BSE 00:00 | 11 Jun 171.15 -3.05
(-1.75%)
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NSE 00:00 | 11 Jun 170.80 -3.40
(-1.95%)
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OPEN 176.90
PREVIOUS CLOSE 174.20
VOLUME 36037
52-Week high 229.00
52-Week low 46.10
P/E 10.63
Mkt Cap.(Rs cr) 376
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 176.90
CLOSE 174.20
VOLUME 36037
52-Week high 229.00
52-Week low 46.10
P/E 10.63
Mkt Cap.(Rs cr) 376
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 32nd Annual Report of the Companytogether with the Audited financial Statements (Consolidated and Standalone) along withAuditors' Report for the financial year ended March 31 2020.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars

Consolidated

Standalone

2019-20 2018-2019 2019-20 2018-2019
Revenue from Operations 61246 62479 61246 62479
Other Income 355 230 355 282
Profit/(Loss) before Interest Depreciation Finance Cost and Tax Expense 4651 7265 4651 7317
Finance Cost 1948 1893 1948 1893
Depreciation 1792 2087 1792 2087
Profit/(Loss) before Exceptional Item and Tax 911 3285 911 3337
Exceptional Item (8558) 95 - 95
Share of profit/(loss) of an associate & a joint venture (862) (368) - -
Deferred Tax (2016) (17) (56) 15
Current Tax 121 52 121 52
Profit/ (Loss) After Tax (6614) 2977 846 3365
Other Comprehensive Income / (Loss) (409) (442) (592) (652)
Total Comprehensive Income / (Loss) (7023) 2535 254 2713
Balance Brought Forward from Previous Year 28430 26536 17812 15526
Amount Available for Appropriation - -
Appropriations:
Transfer to Tonnage Tax Reserve (120) (630) (120) (630)
Re-measurement of deferred benefit plans (15) (57) (11) (53)
Dividend paid on equity shares (318) (396) (318) (396)
Balance Carried Forward to Balance Sheet 21363 28430 18209 17812

DIVIDEND

In order to conserve the resources for further expansion plans and operationalrequirements your Directors do not recommend any dividend for the year under review.

UNPAID/UNCLAIMED DIVIDEND TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 / Investor Education and Protection Fund(Awareness and Protection of Investors) Rules 2001 Final Unclaimed/ Unpaid dividend forthe year 2011-2012 amounting to ' 203708 and 9990 shares for the year 2011-2012 weretransferred during the financial year 2019-20 to the Investor Education and ProtectionFund.

Mr. Harshit Garg has been appointed as the Nodal Officer of the company under theprovisions of IEPF and the same can be accessed atwww.transworid.com/shreyas-shipping-and-iogistics/investor-grievance-redressai.htmi.

SHARE CAPITAL

The Company's paid up Equity Share capital continues to stand at ' 219575330/- as onMarch 31 2020. During the year the company has not issued any shares or convertiblesecurities. The Company does not have any Scheme for issues of shares including sweatequity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalent as at March 31 2020 was ' 538 lakhs. The company's workingcapital management is robust and involves a well-organized process which facilitatescontinuous monitoring and control over receivables inventories and other parameters.

TECHNOLOGY ABSORPTION

During the year your Company's finance and operation team implemented a digitaltransformational project that has enabled centralization and simplification of theaccounting and control processes. The company rolled out Oracle fusion cloud-based ERPthis year that changed the way the operation & finance team functions and partnersbusiness in your Company. The software has been built around core performance managementprocesses such as forecasting budgeting vessel operations and planning as well asproviding decision support in key areas. It focusses on specific core business processesand decision support topics enabling the team to develop deeper expertise and greatersubject matter knowledge

REVIEW OF OPERATIONS

The year 2019-2020 continued to be a challenging year with ocean freights underpressure supplemented with increase in fuel prices. Implementation of IMO 2020 FuelSulphur regulation in January resulted in spike of fuel prices which touched to USD700/MT. The industry also faced supply crunch due to less availability against demand forfew months.

Utilisation levels on all the services from North to South and West to East remained atthe level of around 92% and on the reverse leg was around 65% during the year where-asdomestic volume showed increase of 4% and EXIM volume was down by approx. 24% compared tothe previous year.

Besides handling containerized cargo the company has also handled coastal break bulkcargo of 221445 metric tons cargo in this year.

Your Company's current fleet stands at 12 vessels with a total capacity 22794 TEUs244919 GRT and 312016 DWT being India's largest container tonnage owning company. Thecurrent container ship tonnages are right sized and priced to suit the coastal trade. Inaddition your Company's services are well planned to provide complete coastal coverageand thus well suited for the trade. Your company served approximately 80% of EXIMtransshipment along the Indian coast.

Your company contributes approx. 50% to 55% on the domestic coastal trade.

For the year ended March 31 2020 your Company posted a Total Income of Rs.61061lakhs with a Net Profit of Rs.846 lakhs.

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and its abilityto meet financial obligations. CRISIL the reputed Rating Agency has revised the creditrating to CRISIL BBB+/ STABLE for long term financial instruments of the company on 01stApril 2020. However for the year 2019-2020 rating was CRISIL A-/ STABLE.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the current year Company sold one of vessel "M.V SSL Kutch" to arelated party OEL Inc. The decision was taken to meet the additional cash requirements ofthe Company. Considering the current loan exposure and vessel profiles SSL Kutch was themost suitable vessel for sale. The vessel was chartered in as it was an economical andmore profitable option for the Company.

STATUTORY AUDITORS

M/s. Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/W100018) CharteredAccountants were appointed as Statutory Auditors of your Company for a term of 5 yearsfrom the conclusion of 29th Annual General Meeting till the conclusion of 34thAnnual General Meeting subject to the ratification of Members at each Annual GeneralMeeting.

Pursuant to the amendment to Section 139 of the Companies Act 2013 effective May 72018 ratification by Members every year for the appointment of the Statutory Auditors isno longer required and accordingly the Notice of ensuing Annual General Meeting does notinclude the proposal for seeking Shareholders approval for ratification of StatutoryAuditors appointment. M/s. Deloitte Haskins and Sells LLP have given a confirmation oftheir eligibility for their continuance as the Auditors of the Company and that they arefree from any disqualification specified in the statute.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as Annexure 1. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(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 regulators or others.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act 2013 and Rules read thereunderthe Company has formed a Committee for Corporate Social Responsibility (CSR) and hasadopted a CSR policy in line with the requirement of the Act. The members of the Committeemet twice during the year. The Annual report on CSR activities and expenditure as requiredunder 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 SEBI (LODR) Regulations2015 the company has formulated a Policy on Related Party Transactions as approved by theBoard 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 Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are foreseeable and of a repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to audit anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. The statement is supported by acertificate from the MD and CFO.

During the period under review all transactions entered into by the Company with theRelated Parties were at arm's length and in the ordinary course of business and adheres tothe applicable provisions of the Act and the Listing Regulations. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have a potential conflict with the interest of thecompany at large or which warrants the approval of the shareholder.

There are no transactions with any person or entity belonging to the promoter/promotergroup which hold(s) 10% or more shareholding in the listed entity.

In accordance to Section 134 (3)(h) of the Companies Act 2013 and Rule 8 (2) of theCompanies (Accounts) Rules 2014 the particulars of the material contract or arrangemententered into by the company with related parties referred to in Section 188 (1) in FormAOC-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 Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 has been placed on the website of the Company and can be accessed atwww.transworld.com/shreyas-shipping-and-logistics/annual-report.html.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the growth of the company operations performance vis-a-visindustry growth and outlook of the Company and its business is given in the ManagementDiscussion and Analysis appearing as Annexure 4 to this Report and it also covers economicfactors that impacted the growth of the business during the year under review.

REPORT ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance as Annexure7 is provided together with a Certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under.

SEBI (LODR) Regulations 2015. A Certificate of the MD and CFO of the Company in termsof SEBI (LODR) Reguiations 2015 inter alia confirming the correctness of the financialstatements and cash flow statements adequacy of the internal control measures andreporting of matters to the Audit Committee is also annexed as Annexure 6.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

Details of Loans Guarantees and Investment made by your company under Section 186 ofthe Companies Act 2013 during the financial year 2019-2020 are appended in the Notes toFinancial Statements.

TRANSFER TO RESERVES

For the financial year ended March 31 2020 your Company has transferred '846 lakhs toReserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Company's Board of Directors are eminent persons of provencompetencies and integrity. Besides experience strong financial acumen strategicastuteness and leader qualities they have a significant degree of commitment towards thecompany and devote adequate time to the meeting. The Company recognizes and embraces theimportance of a diverse board in its success. The Company believes that a truly diverseboard will leverage differences in thought perspective knowledge skill industryexperience and gender which will help the Company to retain its competitive advantage.

As on March 31 2020 the Company has 12 Directors consisting of 5 Non- IndependentDirectors (including 2 Whole Time Directors) 6 Independent Directors and 1 NomineeDirector.

Mr. L.B. Culas (Non-Executive and Non-Independent Director) (DIN: 00434984) and Mr.Mannil Venugopalan (Non Executive and Independent Director) (DIN: 00255575) tenderedresignation from the directorship of the company effective 04th April 2020 and22nd April 2020 respectively on account of attaining the age of 75 years. TheDirectors have confirmed that there is no other reason than the one stated for theirresignation. The Board of Directors placed on record the valuable services rendered byboth the directors during their tenure of directorship in the Company.

As per the provisions of the Companies Act 2013 Independent Directors have beenappointed for a period of 5 years and shall not be liable to retire by rotation. TheIndependent Directors of your Company have affirmed their Independence under Section 149of the Companies Act 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations2015. The Company has obtained requisite declaration to that effect from the saidDirectors.

Your Company has devised a Policy for determining qualifications positive attributesof Directors performance evaluation of Independent Directors Board Committees and otherindividual Directors which also include criteria for performance evaluation of theNon-Executive Directors and Executive Directors. While appointing and re-appointingIndependent Directors the Board ensures that there is appropriate balance of skillsexperience and knowledge to enable the Board to discharge its functions and dutieseffectively.

A matrix of the skills/expertise/competencies possessed by the Board of Directors isprovided in the Corporate Governance report as mandated by theSEBI(LODR)Regulations2015.

In accordance with the provisions of Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the evaluation process for the performance of the Board itsCommittees and individual Directors was carried out internally. The Board evaluated itsperformance after seeking inputs from all the Directors on the basis of criteria such asthe Board composition and structure effectiveness of board processes information andfunctioning etc.

The Company familiarizes its Directors including Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousprogrammes.

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

In a separate meeting of Independent Directors which was originally scheduled on 24thMarch 2020 and later adjourned to 8th April 2020 on account of the outbreak ofCOVID-19 performance evaluation of the Non-Independent Directors and the entire Board ofDirectors including the Executive Chairman and also the Managing Director was evaluated.The Independent Directors were satisfied with the functioning of the Board and Committees.The Independent Directors appreciated the leadership role of the Executive Chairman andthe Managing Director in upholding the Group values and Corporate Governance standards.Performance evaluation of Independent Directors was done by the entire Board excludingthe independent director being evaluated.

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

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company in terms of theprovisions of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as on March 31 2020:

• Capt. Vivek Kumar Singh Managing Director

• Mr. Rajesh Desai Chief Financial Officer

• Mr. Harshit Garg Company Secretary

*During the year Ms. Asha Prakash ceased to be the Company Secretary of the Company onaccount of Maternity leave and Ms. Nupur Burman was appointed as the Interim CompanySecretary of the Company effective 22nd January 2020. Further Ms. Nupur Burmantendered her resignation and Mr. Harshit Garg was appointed as the Interim CompanySecretary of the Company effective 02nd March 2020 till the time Ms. AshaPrakash resumes office.

POLICY ON APPOINTMENT AND REMUNERATION

The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Senior Management of the company as well-defined criteria for the selectionof candidates for appointment to the said positions which has been approved by the Board.The criteria for selection of candidates for the above positions cover the various factorsand attributes which are considered by the Nomination and Remuneration Committee and theBoard of Directors while making a selection of the candidates. The Nomination andRemuneration Policy of the Company is available on the Company's website under the weblink: www.transworld.com/shreyas-shipping-and-logistics/policies.html.

BOARD MEETINGS AND COMMITTEES

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board businesses. During the year 2019-20 the Board metseven times. The details of the Board meetings and the attendance of the Directors areprovided in the Corporate Governance Report forming part of this Report. The interveninggap between the meetings was within the period prescribed under the Act and the SEBI(LODR) Regulations 2015. Details of all the Committees of the Board have been given inthe Corporate Governance Report which is Annexure 7.

AUDIT COMMITTEE

The Audit Committee comprises five members. The Chairperson of the Committee is anIndependent Director. The Committee met six times during the year. Details of the role andresponsibilities of the Audit Committee the particulars of meetings held and attendanceof the Members at such Meetings are given in the Corporate Governance Report which isAnnexure 7.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (LODR) Regulations 2015your Company has set up a Risk Management Committee for periodically evaluating thevarious risks. Your company has also adopted Risk Management Policy wherein all associatedbusiness risks are factored identified and assessed. The Company has introduced severalimprovements to drive a common integrated view of risks optimal risk mitigation responsesand efficient management of internal control and assurance activities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and cover all offices and key business areas. Themain thrust of Internal Auditor is to test and review controls appraisal of risks andbusiness processes beside benchmarking controls with best practices in the industry.

Significant audit observations and follow up actions thereon are reported to the AuditCommittee. The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening the Company's risk management policies andsystems.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company's vigil mechanism allows the Directors and employees to report theirconcerns about unethical behavior actual or suspected fraud or violation of the code ofconduct/business ethics. The vigil mechanism provides for adequate safeguards againstvictimization of the Director (s) and employee (s) who avail this mechanism. The Companyhas revised the Whistle Blower policy and has also inserted instances of leakage ofUnpublished 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 to be reported toand are subject to the review of the Audit Committee. The Whistle Blower also has accessto the Chairperson of the Audit Committee in case they wish to report any concerns. ThePolicy on Whistle Blower may be accessed on the Company's website www.transworld.com/shreyas-shipping-and-iogistics/poiicies.htmi

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Respect and Integrity are a part of our Core values. These Value systems have beenpassed down to us by our Founding Father. Your Company firmly believes in providing asafe supportive and a friendly workplace environment where our values come to lifethrough the supporting behaviors. Your company believes in providing and ensuring aworkplace free from discrimination and harassment based on gender thereby providing afriendly workplace environment. Your company has framed a Policy for Prevention of SexualHarassment of Women at Workplace to seek recourse and redressal to instances of sexualharassment. An Internal Complaints Committee has been constituted in line with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year ended March 31 2020 the Company has not received any complaintspertaining to Sexual Harassment.

QUALITY

Quality integrity and safety have been core to the Company. We firmly believe that thepursuit of excellence is one of the most critical components for success in thecompetitive market and therefore the company consistently strive to adhere to the highestquality standards. The Standard ISO 9001:2015 is valid up to October 29 2021.

DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of theCompanies Act 2013 (herein referred to as "The Act ") and the Rules framedthereunder during the year under review and as such no amount on account of principal orinterest on public deposits was outstanding as on the date of the balance sheet. Since theCompany has not accepted any deposits during the Financial Year ended on March 31 2020there 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 any amendments theretothe Company is not required to maintain cost records in respect of the activities carriedon by your Company hence there is no applicability of maintaining cost records or carryout cost audit.

SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31 2020 the Company does not have any subsidiary company and hence thereis nothing to disclose.

The Company has one associate company namely Avana Logistek Limited (formerly known asShreyas Relay Systems Ltd.) The company has an ownership interest of 29.22% in theassociate company.

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

The Policy for determining Material Subsidiaries adopted by the Board pursuant toRegulation 16 of the SEBI (LODR) Regulations 2015 can be accessed on company's websitewww.transworld.com/shreyas-shipping-and-logistics/policies. html

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements are prepared in compliance with the applicableprovisions of the Act including the relevant Accounting Standards specified under Section133 of the Companies Act 2013. The audited consolidated financial statements togetherwith the Auditor's Report thereon forms part of the Annual Report. Pursuant to Section 129(3) of the said Act a statement containing salient features of the financial statementsof Associate and Joint venture company in the prescribed Form AOC-1 is given in thisAnnual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 (3)(c) and 134 (5) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended March 31 2020the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

b. that appropriate accounting policies have been selected and applied consistently.The Directors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period;

c. that proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany 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 Directors were followed bythe company and such internal financial controls are adequate and were operatingeffectively; and

f. that proper systems to ensure compliance with the provisions of all applicable lawshave been devised and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act and Rules 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 have been annexed to this Report as Annexure 5.

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this report. As per the provisions ofsection 136 of the said Act the report and financial statements are being sent to themembers of your Company and others entitled thereto excluding the statement onparticulars of employees. Members who are desirous of obtaining the said information maywrite to the Company Secretary at the investor.ssll@transworld.com and the same will befurnished on request.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Under the Notification No. GSR 1029 dated 31st December 1988 companies arerequired to furnish prescribed information regarding conservation of energy and technologyabsorption. This however does not apply to your Company as the shipping industry is notincluded in the Schedule to the relevant rules.

With regards to foreign exchange earnings and outgo for the current year 2019-2020 theposition is as under:

(Rs. In Lacs)

(i) Foreign exchange earnings including proceeds on sale of ship (on accrual basis) 22444.50
(ii) Foreign exchange outgo including operating components spare parts vessel funding and other expenditure in foreign currency (on accrual basis) 8231.31

AWARDS AND RECOGNITIONS

Your company was recognized with many prestigious and diverse external accolades duringthe financial year which includes:

India Maritime Awards 2019: Coastal Service Operator of the Year

Maritime and Logistics Awards (MALA) for the year 2019: Best Shipping Line of theYear: Coastal Operator

Gujarat Star Awards: Best Shipping Line of the Year: Coastal Operator 2019

ET now Awards: Awarded the "Best use of CSR Practices in Shipping and LogisticsIndustry"

Transworld Group is certified as a "Great Place to Work"

GENERAL DISCLOSURE

Your Directors state no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

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

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Companyunder any scheme

3. Your Company has not resorted to any buy back of its Equity Shares during the yearunder review.

4. Your Company does not have any subsidiaries. Hence neither the Managing Director norany other Directors of your Company received any remuneration or commission during theyear from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and your Company's operations in future.

6. No fraud has been reported by auditors under sub-section (12) of section 143 of theCompanies Act 2013.

CAUTION STATEMENT

The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward-looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein. The Company is notobliged to update any such forward-looking statements. Some important factors that couldinfluence the Company's operations comprise economic developments pricing and demand andsupply conditions in global and domestic markets changes in government regulations taxlaws litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Directors thank the Company's clients vendors charterers business associatesmain line operators investors shareholders and bankers for their continued supportduring the year. It will be your Company's endeavor to build and nurture strong links withthem based on mutuality respect and co-operation with each other. Your Directors takethis opportunity to thank all employees for their hard work dedication and commitment.The enthusiasm and unstinting efforts of the employees have enabled the Company to remainat the forefront of the industry despite increased competition from several existing andnew players.

Your Directors place on record their appreciation for the support and continuedco-operation that the Company received from the Government of India the Ministry ofShipping the Ministry of Finance the Ministry of Corporate Affairs the DirectorateGeneral of Shipping the Mercantile Marine Department the Stock Exchanges the ReserveBank of India the Central Board of Excise and Customs and other Government agencies.Your Directors also express their sincere thanks to the Indian National ShipownersAssociation Port authorities Insurance companies Protection and Indemnity clubs fortheir continued support during the year.

For and on behalf of the Board of Directors

Capt. Vivek Kumar Singh Satish Pillania
Place: Mumbai Managing Director Director
Date: 21st July 2020 DIN:07835635 DIN: 03233212