shreyas shipping logistics ltd Directors report

Dear Members,

Your Directors are pleased to present the 35^th Annual Report of your Company together with the Audited Financial Statements (Consolidated and Standalone) along with Auditors Report for the financial year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS:

The financial highlights of your Company for the current year and previous year on a standalone and consolidated basis are as under:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	48,378	51,359	48,378	53,578
Other Income	1,919	550	1,919	550
Profit/Loss before Interest, Depreciation, Finance Cost and	26,521	23,063	26,530	23,675
Tax Expense
Finance Cost	1,842	1,205	1,842	1,205
Depreciation	4,750	1,913	4,750	1,918
Profit/Loss before Tax, Prior Year Adjustment & Exceptional	19,929	19,945	19,938	20,552
Item
Exceptional Item	-	6,841	-	641
Share of profit of an associate & a joint venture	-	-	-	624
Deferred Tax	50	2	50	(1,085)
Current Tax	198	1,641	198	1,795
Profit/ (Loss) After Tax	19,681	25,143	19,690	21,107
Other Comprehensive Income / (Loss)	(194)	144	(194)	96
Total Comprehensive Income / (Loss)	19,487	25,287	19,496	21,203
Balance Brought Forward from Previous Year	42,082	21,280	41,870	25,107
Amount Available for Appropriation
Appropriations:
Transfer to Tonnage Tax Reserve	(4,000)	(3,907)	(4,000)	(3,907)
Re-measurement of deferred benefit plans	(3)	5	(3)	2
Dividend paid on equity shares	(549)	(439)	(549)	(439)
Balance Carried Forward to Balance Sheet	57,211	42,082	57,008	41,870

The financial statements (standalone and consolidated) have been prepared by your Company in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

DIVIDEND

Your Company proposes a dividend of Rs. 1.50 (15%) for the financial year 2022-2023 subject to approval of shareholders at the ensuing Annual General Meeting of your Company. The dividend will be paid to the Members whose name appear in the Register of Members as on the record date and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The total outflow will be Rs.329.36 Lakhs.

SHARE CAPITAL

Your Companys total paid up Equity Share Capital continues to stand at Rs. 21,95,75,330/- as on 31^st March 2023 comprising of 2,19,57,533 Equity Shares of Rs. 10/- each. During the year, your Company has not issued any shares or convertible securities. Your Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

Your Companys working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters. Cash and cash equivalent as on 31^st March 2023 was Rs. 2,236 Lakhs.

REVIEW OF OPERATIONS

Your Company consciously took efforts to realign its fleet during the year 2022-2023. The Company made headlines by purchasing three container vessels within just one week in the month of March 2023. The Companys swift acquisition of the vessels underscores its commitment to expanding its coastal network and providing top-notch services to its clients. It also aligns with your Companys goal of operating a younger fleet and reducing the average fleet age with each acquisition. The three vessels have been renamed as SSL Godavari, SSL Kaveri and SSL Thamirabarani. SSL Godavari has a capacity of 2,872 TEUs (Twenty-foot Equivalent units), while SSL Kaveri and SSL Thamirabarani, have a capacity of 2,553 TEUs and 962 TEUs respectively. This makes your Company the largest container ship owners with 12 feeder vessels with a total capacity of 26,105 TEUs. Additionally, your Company also owns 2 handy size dry bulk carriers with an aggregate of 69,402 DWT which are deployed in the global trade for minor bulk commodities.

The addition of these vessels will enhance your Companys capacity to meet the growing demand for shipping and logistics services in the coastal Indian trade. The Company already has a strong presence in this region and neighboring countries.

Further, as part of the systematic replacement plan for ageing vessels, your Company consciously also sold off two of its older container vessels namely SSL Kochi and SSL Chennai during the year._ Your Companys current fleet stands at 14 vessels (with a total capacity of 3,21,476MT GRT and 4,16,478MT DWT) comprising 12 container vessels (26,105 TEUs and, 27,6484 MT GRT and 341,076 MT DWT) and 2 dry bulk vessels (44,992 MT GRT and 69,402 MT DWT), being Indias one of the largest container tonnage owning company. The current container ship tonnages are rightly sized and priced to suit the coastal trade.

As regards the overall market, it has begun to soften since early 2023 which has been driven by both, severe pressure on demand and easing in port congestion although charter rates remain above pre-Covid levels with tonnage availability constrained after many ships were previously fixed on longer-term charters. However, the lack of tonnages in the market has kept the sale and purchase market firm in recent months and the brief softening in asset prices was in Q4 was utilized by your Company to acquire fivessels at very competitive rates.

A detailed Fleet Profile forms part of this Annual Report.

CREDIT RATING

Your Company enjoys a good reputation for its sound financial management and its ability to meet financial obligation. The financial discipline and prudence is also reflected in the credit ratings.

For the year 2022-2023, the credit rating for your Company was CRISIL A-/ STABLE as assigned by CRISIL.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the financial year, your Company sold two vessels namely SSL Chennai and SSL Kochi. These container vessels were deployed on time charter to Transworld Feeders Private Limited. Further, your Company has during the financial year, purchased three container vessels SSL Godavari (ex-Windermere) (DWT: 35538) SSL Kaveri (ex-TS Manila) (DWT: 33704) and SSL Thamirabarani (ex-Sky Pride) (DWT: 13006).

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 and Rules read thereunder, your 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 of the Committee met twice during the year. The Annual report on CSR activities and expenditure as required under the relevant act is annexed to this Report.

STATUTORY AUDITORS

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Membership No. 003990S/S200018) Chartered Accountants were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting (AGM) to be held in year 2027.

Pursuant to the amendment to Section 139 of the Companies Act, 2013, effective May 7, 2018, ratification by Members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. M/s PKF Sridhar & Santhanam LLP have given a confirmation of their eligibility for their continuance as the Auditors of the Company and that they are free from any disqualification specified in the statute.

The Auditors Report on the financial statements of your Company for the financial year ended 31^st March 2023 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the annual report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s V.M. Kundaliya & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2022-23.

The Secretarial Auditors Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is annexed to this report.

Pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, your Company has submitted the Annual Secretarial Compliance Report, issued by M/s. V.M. Kundaliya & Associates, Practicing Company Secretaries with the stock exchanges where shares of your Company are listed.

SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD BY AUDITORS

During the year, the statutory auditors have not reported to the Audit Committee any material fraud on your Company by its officers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be provided in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions (referred as the "Policy") as approved by the Board of Directors. The Policy was amended by the Board of Directors on 10^th August 2022 to incorporate the new requirements introduced under the SEBI (LODR) Regulations, 2015. The Policy is available on the Companys website: https://www.transworld.com/shreyas-shipping-and-logistics and the same is considered for the purpose of identification and monitoring Related Party Transactions (RPTs).

All transactions with Related Parties are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the Managing Director (MD) and Chief Financial Officer (CFO).

During the period under review, all transactions entered into by the Company with the Related Parties were at arms length and in the ordinary course of business and adhered to the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. There were no materially significant related party transactions made by your Company with Promoters, Directors or Key Managerial Personnel etc. which had a potential conflict with the interest of your Company at large or which warranted approval of the shareholders.

Given that the Company does not have any material RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided. There were no transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2021-22 is available on Companys website at www.transworld.com/shreyas-shipping-and- logistics.html.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 the Management Discussion and Analysis Report for the year providing a detailed review of the growth of the company, operations, performance vis-?-vis industry growth and outlook of the Company and its business forms part of this Report. It also covers economic factors that impacted the growth of the business during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (‘BRSR) on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the Ministry of Corporate Affairs forms part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 134 (3)(Q) and Section 197 of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

i) Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year 2022-23, percentage increase in remuneration of Executive Directors, Managing Director, the Chief Financial Officer and the Company Secretary during the Financial Year 2022-23.

Sr. No	Name of the Director/KMP	Designation	Percentage increase in Remuneration in FY 22-23	Ratio of remuneration of each Director/ KMP to median remuneration of the employees
1.	Mr. Ramakrishnan Sivaswamy Iyer	Executive Chairman	12.85%	26.88 times
2.	Capt. Milind Patankar	Managing Director	9.52%	12.30 times
3.	Mr. Satish Kumar Pillania#	Non-Executive, Non- Independent Director	-	-
4.	Ms. Anisha Ramakrishnan*	Non-Executive, Non- Independent Director	-	-
5.	Ms. Maya Sinha*	Independent Director	-	-
6.	Mr. Deepak Shetty*	Independent Director	-	-

 

Sr. No	Name of the Director/KMP	Designation	Percentage increase in Remuneration in FY 22-23	Ratio of remuneration of each Director/ KMP to median remuneration of the employees
7.	Capt. Manmohan Saggi*	Independent Director	-	-
8.	Mr. Ratnagiri Sivaram Krishnan*	Independent Director	-	-
9.	Mr. Ajit Paul*	Independent Director	-	-
10.	Mr. Utpal Gokhale#	Nominee Director	-	-
11.	Mr. Rajesh Desai	Chief Financial Officer	10%	5.68 times
12.	Ms. Namrata Malushte	Company Secretary and Compliance Officer	10%	4.49 times

Non-Executive Directors, Independent Directors and Nominee Director of the Company are paid sitting fees for attending the meetings. The details of sitting fees are provided in the Corporate Governance Report based on the number of meetings attended by Non-Executive Directors, Independent Directors and Nominee Director.

The Non-Executive Directors/KMP who resigned during the year have not been included in the above statement.

*Mr. Utpal Gokhale, Nominee Director Exim Bank (Lender) resigned from the Board of the Company w.e.f. 01^st August 2022

#Mr. Satish Kumar Pillania (DIN:03233212) has retired from the position of Non-Independent, Non-Executive Director from the Board of Directors of the Company with effect from closure of business hours of 14^th February 2023 on account of superannuation

Permanent Employees on the rolls of the company as on 31^st March 2023: 25

i) Percentage increase in the median remuneration of employees in the financial year:11.44%

ii) Average percentage increase made in the salaries of employees (other than managerial personnel) was 11.05% while increase in managerial remuneration was 11.78%. Average increase in the remuneration of the employees other than Managerial Personnel is in line with the industry practice and is within the normal range.

iii) We afirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

iv) Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

As per the provisions of Section 136 of the said Act, this Report and Financial Statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees required under Section 197(12) read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Members who are desirous of obtaining the said information may write to the Company Secretary at the registered office of the Company and the same will be furnished on request.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance. We believe in adhering to good corporate practices, implement policies and guidelines to develop a culture of best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance investor trust, long-term shareholder value and respect minority rights in all our business decisions.

A separate report on Corporate Governance is provided together with the requisite certificate from the statutory auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015.

A Certificate of the Managing Director and Chief Financial Officer of the Company in terms of SEBI (LODR) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investment made by your Company under Section 186 of the Companies Act, 2013, during the financial year 2022-2023 are provided in the Notes to Financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2023, your Company has not transferred any amount to Reserves other than Tonnage Tax Reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of your Companys Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards your company and devote adequate time to the Company. The Company recognizes and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge skill, industry experience and gender which will help the Company to retain its competitive advantage.

As on 31^st March 2023, the Company has eight (8) Directors consisting of three (3) Non- Independent Directors (including 2 Whole Time Directors) and five (5) Independent Directors.

i. Re-appointment

Mr. Deepak Shetty (DIN:07089315) was re-appointed as Non-Executive, Independent Director of the Company, not liable to retire by rotation to hold office for a second term of five consecutive years commencing from 20^th July 2023 to 19^th July 2028. The reappointment of Mr. Deepak Shetty was approved by the shareholders at the 34^th Annual General Meeting of the Company held on 21^st September 2022.

The Board of Directors, at its meeting held on 18^th May 2023 approved the re-appointment of Mr. Ramakrishnan Sivaswamy Iyer (DIN: 00057637) as the Whole-time Director of the Company designated as "Executive Chairman", (Key Managerial Personnel) for a period of 3 years, with effect from 01^st April 2024 and Capt. Milind Kashinath Patankar as the Managing Director (Key Managerial Personnel) of the Company for a period of 3 years with effect from 1^st July 2024.

Pursuant to section 152 of the Companies Act, 2013, Capt. Milind Kashinath Patankar (DIN: 02444758) Managing Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Re-appointment of Mr. Ramakrishnan Sivaswamy Iyer as the Whole-time Director of the Company designated as "Executive Chairman" and re-appointment of Capt. Milind Kashinath Patankar as the Managing Director would require approval of the shareholders at the ensuing Annual General Meeting. Necessary resolutions along with the required details for their re-appointments have been included in the Notice convening the ensuing Annual General Meeting.

ii. Resignation

Mr. Utpal Gokhale, Nominee Director of the Company nominated by the Export-Import Bank of India (referred as "EXIM Bank") resigned from the Board of the Company with effect from 01^st August 2022, consequent to withdrawal of nomination by the EXIM Bank.

iii. Declaration by Independent Directors

As per the provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation. The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience to effectively discharge their duties as Independent Directors of the Company.

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-Executive directors and Executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

A matrix of the skills/expertise/competencies possessed by the Board of Directors is provided in the Corporate Governance report, as mandated by SEBI (LODR) Regulations, 2015.

iv. Familiarisation Programme for Independent Directors and Non-Executive Directors:

The Members of the Board of the Company are offered multiple opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its business as well as the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

Relevant presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through timely emails, updates etc.

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company imparted various familiarization programmes for its Directors including review of business, industry outlook, regulatory updates at Board and Audit Committee Meetings. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions were also made available for their information. Additionally, Senior Management is always available for any information required. Pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015, the details required are available on the website of your Company at www. transworld.com/shreyas-shipping-and- logistics.html

v. Evaluation Mechanism

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, its committees and individual Directors was carried out internally. The Board evaluated its performance after seeking input from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Executive Chairman and also the Managing Director in upholding the values and Corporate Governance standards. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The results of the review by the Independent Directors were shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

vi. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company in terms of the provisions of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as on 31^st March 2023:

Mr. Ramakrishnan Sivaswamy Iyer, Executive Chairman

Capt. Milind Patankar, Managing Director

Mr. Rajesh Desai, Chief Financial Officer

Ms. Namrata Malushte, Company Secretary and Compliance Officer

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to the provision of Section 178 of the Companies Act, 2013, the Company has adopted a policy for remuneration of Directors, Key Managerial Personnel and Senior Management of the company as well-defined criteria for the selection of 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 factors and attributes which are considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Policy on Appointment of Directors and Nomination and Remuneration Policy of the Company are available on the Companys website at https://www.transworld.com/shreyas-shipping-and-logistics.html.

BOARD MEETINGS

During the year, four (4) meetings of the Board were held. The details of Board meetings as well as Committee meetings are provided in the Corporate Governance Report.

RISK MANAGEMENT

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

The policy on Risk Management may be accessed on the website of the Company at https://www.transworld.com/shreyas-shipping-and-logistics/policies.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all key business areas. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, benchmarking controls with best practices in the industry.

Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening the Companys risk management policies and systems.

No reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Companys vigil mechanism allows the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism.

All cases registered under the Whistle Blower Policy of your Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Policy on whistle blower may be accessed on the website of your Company at www.transworld.com/shreyas-shipping-and- logistics.html

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Respect and Integrity are a part of our Core values. These value systems have been passed down to us by our Founding Father. Your Company firmly believes in providing a safe, supportive and a friendly workplace environment where our values come to life through the supporting behaviors. Your company believes in providing and ensuring a workplace free from discrimination and harassment based on gender thereby providing a friendly workplace environment.

Your Company has formulated and implemented Sexual Harassment (Prevention and Redressal) Policy to provide protection against sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

To resolve the complaints of sexual harassment and matters connected therewith, your Company has constituted an Internal Complaints Committee with an external lady representative with requisite experience as a member of the Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to bring in awareness in this area, your Company conducted awareness sessions for all its employees in association with Complykaro where they had to undergo an audio-visual training session post which they were awarded a Certification of Completion.

During the year ended 31^st March 2023, the Company has not received any complaints pertaining to Sexual Harassment.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

COST RECORDS IBC PROCEEDINGS, VALUATION ETC

In accordance with Section 148 (1) of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by your Company hence there is no applicability of maintaining cost records or carry out cost audit.

Neither was any application made, nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016 in respect of the Company during or at the end of the financial year 2022-23.

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company 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 Board pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015, can be accessed on Companys website www.transworld.com/shreyas-shipping-and-logistics.html

CONSOLIDATED ACCOUNTS

The audited consolidated financial statements together with the Auditors 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 of joint venture company in the prescribed Form AOC-1 is given in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in 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 ended 31^st March 2022, the applicable accounting standards had been followed along with proper explanation relating 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. that proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

In order to contribute to a low carbon future, aligning with International Maritime Organization (IMO) Greenhouse Gases (GHG) emission reduction targets and guidelines, your Company has been undertaking various initiatives about enhancing energy efficiency in its business operations. The same have also been described in detail in the Business Responsibility and Sustainability Report (BRSR), which forms part of this Annual Report.

Energy Saving:

Efficient energy use onboard ships is essential to reduce overall energy consumption and emissions. Your Company is complying with international and Flag regulations to achieve the goals set by International Maritime Organization (IMO). The Company has an approved SEEMP (Ship Energy Efficiency Management Plan) Part III plan for each vessel to improve the management of the energy they consume. For a typical Bulk Carrier loss of energy through hull resistance is around 30% and this increases with growth of hull roughness due to bio-fouling. To minimize growth of bio-fouling, the Company has applied superior anti-fouling coatings on eight vessels during their respective dry dockings. Hull cleaning/propeller polishing was carried out on one ship during this financial year. Energy Efficiency Measures such as LED lighting, and energy-e_cient appliances are used onboard to optimize energy usage. Carbon emissions and energy use (fuel and electricity) is being tracked and measured through digital platform.

Compliance with International Maritime Organizations Data Collection System (IMO DCS):

With effect from January 01, 2019 all vessels above GT 5000 are mandatorily required to report their annual fuel consumption, distance sailed and sailing hours and certain other technical features of individual ships to its Flag State and upon satisfactory verification of the data, Flag States in turn are obliged to submit such data to International Maritime Organization (IMO) all as per Regulation 22A - Collection and reporting of ship fuel oil consumption data of MARPOL Convention, Annex VI. The data will be used by International Maritime Organization (IMO) for understanding the trend and making future policy decision with respect to further reduction of GHG emission from ships. Your Company has the procedure for collection, quality control, storage and transmission of relevant data and the same have been approved by Recognized Organizations (RO).

Quantification and Reporting of Greenhouse Gases (GHG) Emission:

Since FY 2021-22, the company started quantifying, capturing and disclosing Greenhouse Gases (GHG) emissions (Scope 1, Scope 2 and Scope 3) from its business operations in a voluntary manner for the information to its stakeholders. Assured by third party, emission data is disclosed in a standardised and transparent manner. The GHG emission quantification and reporting is being done based on following standards:

GHG Protocols - Greenhouse Gas Protocol provides standards and tools that help countries and cities track progress toward climate goals. Standards and tools are used to account and report Greenhouse Gases (GHG) emissions.

SASB - The Sustainability Accounting Standards Board enables organisations to provide industry-based disclosures about sustainability-related risks and opportunities. Considering the nature of business of the Company, Standards for Marine Transportation have been used.

GRI - The Global Reporting Initiative is an international independent standards organization that helps businesses, governments, and other organizations understand and communicate their impacts on issues such as climate change, human rights, and corruption.

Compliance With Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII):

Pursuant to the new regulations of Energy Efficiency Existing Ship Index (EEXI) being effective from January 01, 2023, your Company has performed sample EEXI calculations for all its fleet vessels with the support of Classification Societies and the Company is committed to fully comply. Actions such as StormGeos (digital platform) S-insight module is being used to monitor the CII trend and fuel consumption. Measures such as weather routing, engine power limitation (EPL), hull cleaning, trim/ballast are being adopted. Carbon Intensity Indicator (CII) ratings are being tracked and monitored by your Company for all its vessels which would enable to timely identify the vessels that require improvement and appropriate actions.

Technology, absorption, adaptation and innovation

During this year, your Company has successfully embraced and integrated new technologies that have brought enhanced efficiency and automation to the business processes. These technological advancements have revolutionized the way we operate, allowing us to streamline tasks and improve overall productivity.

API Integration Projects:

MESPAS Vendor Invoice Integration: Your Company has implemented a real-time integration between MESPAS and Fusion, our accounting system. This integration enables the seamless transfer of approved vendor invoices from MESPAS to Fusion, eliminating manual duplication efforts and enhancing accuracy.

Strom Geo Carbon Emission Monitoring: To comply with IMO regulations and provide valuable data to charters, your Company has installed Strom Geo on board our vessels. This innovative system captures carbon emission data, providing carbon intensity indicators and periodic ratings. By monitoring factors such as fuel consumption, distance travelled, and carbon emitted, we can control and improve our carbon footprint.

Oracle Finance Fusion Projects:

Payment Integration: Your Company has successfully integrated electronic payment processing from Oracle Fusion to our banking partners. This integration significantly reduces duplicate payment entry and eliminates the need for manual creation of payment entries, saving time and costs.

Bank Statement (MT940) Integration and Auto Reconciliation: By implementing bank statement integration and auto reconciliation in Fusion ERP, the company has streamlined the process of reconciling bank statements. Bank statements are now automatically pushed from the bank server to Fusion ERP, reducing manual reconciliation efforts and improving accuracy.

Oracle & Clear Tax Integration: your company has established seamless integration between Oracle ERP and Clear Tax, enabling the automatic upload of invoices to the Clear Tax portal for E-invoicing. This integration also facilitates the generation of QR codes and IRN numbers, simplifying compliance with taxation requirements.

These technological advancements have yielded significant benefits:

Streamlined Processes: Our automated systems ensure accurate data recording, standardized processes, and centralized financial architecture, empowering users to quickly find and resolve issues with ease.

Enhanced Efficiency: Integration with external systems, such as banks and government portals, has improved efficiency and accuracy, eliminated manual tasks and reduced errors.

Improved Reporting: With access to real-time information and comprehensive reporting capabilities, decision-making processes are accelerated, and deeper insights can be gained. Interactive reports with drill-down functionalities enable thorough analysis and review.

Cost and Time Savings: Automation of manual tasks and streamlined processes have resulted in cost and time savings, allowing resources to be allocated more efficiently.

As we continue to embrace technology and innovation, your company remain committed to leveraging the latest advancements to drive operational excellence and deliver value to our stakeholders.

Foreign Exchange Earnings and Outgo

With regards to foreign exchange earnings and outgo for the current year 2022-2023, the position is as under:

(i) Foreign exchange earnings including proceeds on sale of ship (on accrual basis)	53,811
(ii) Foreign exchange outgo including operating components, spare parts, vessel funding and other expenditure in foreign currency (on accrual basis)	50,750

EVENTS POST CLOSURE OF FINANCIAL YEAR

Transfer of Unclaimed Shares to Unclaimed Suspense Account

Pursuant to Regulation 39 and Schedule V and VI of the SEBI (LODR) Regulations, 2015 your Company has transferred unclaimed shares in its Unclaimed Suspense Account details of which are given below:

Particulars	No. of Records	No. of Shareholders	No. of Equity Shares
Aggregate number of shareholders/records and the outstanding shares in the Unclaimed Suspense Account	4	3	400
Number of shareholders who approached the Company for transfer of shares and shares transferred from suspense account during the year	0	0	0
Number of shareholders /records whose shares were transferred from suspense account to the demat account of Investor Education and Protection	0	0	0
Fund under the provisions of Section 124(6) of the Companies Act, 2013 Number of shareholders /records and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	4	3	400
Aggregate number of shareholders and outstanding shares in the Unclaimed Suspense Account lying as on April 30, 2023	4	3	400

Voting rights on shares lying in the Unclaimed Suspense Account shall remain frozen till the rightful owner of such shares establishes his/her title of ownership to claim the shares.

CAUTION STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Directors thank the Companys clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Companys endeavor to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your directors take this 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 remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Ports, Shipping and Waterways, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

	For and on behalf of the Board of Directors
	Ramakrishnan Sivaswamy Iyer
Place: Navi Mumbai	Executive Chairman
Date: 18th May 2023	(DIN: 00057637)