Today's Top Gainer
Note:Top Gainer - Nifty 50 More
Your Directors are pleased to present the Thirtieth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2018.
|Particulars||Current Year ended on 31st March, 2018||Previous Year ended on 31st March, 2017|
|Profit before Interest, Depreciation and Tax||11,512||5,551|
|Profit before Tax, Prior Year adjustment & Exceptional Item||8,333||2,786|
|Prior Year Adjustment||-||-|
|Provision for Tax||88||135|
|Profit/ (Loss) after Tax||8,091||352|
|Balance Brought Forward from Previous Year||9,141||9,612|
|Amount Available for Appropriation||17,232||9,964|
|Transfer to Tonnage Tax Reserve||(1,550)||(475)|
|Interim Equity Dividend||-||-|
|Re-measurement of deferred benefit plans||(49)||(4)|
|Proposed Equity Dividend||(107)||(344)|
|Tax on Equity dividend||-||-|
|Balance Carried Forward to Balance Sheet||15,526||9,141|
Your Company proposes a Dividend of 15% ( 1.50/-) for the year 2017-2018 subject to approval of shareholders at the ensuing Annual General Meeting of the company to be held on 20th July 2018. The dividend will be paid to the Members whose name appear in the Register of Members as on 20th July, 2018 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.
REVIEW OF OPERATIONS
The year 2017-2018 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. The HRCI ended the first quarter of year 2018 up 19.5% from the start of the year and 19.7% higher than late March 2017.
Whilst the HRCI has been moving upward to reach 750 points by end March 2018, the SCFI (Shanghai containerized freight Index) has reduced by 20% since the start of the year and current level is at par with mid-2016.
With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired four vessels, out of which 2 MPP vessel namely SSL SABARIMALAI (1118 teus) at USD 4.4 million and SSL BALAJI (671 Teus) at USD 3.4 million were acquired, while the remaining two vessels namely SSL BRAHMAPUTRA (4273 teus) at USD 8 Million and SSL GANGA (1541 Teus) at USD 3.625 Million were also acquired. The Company also sold SSL SAGARMALA which was due for special survey and dry docking.
Besides handling containerised cargo, SSLL commenced handling coastal break bulk cargo in the 2nd half of year 2017 and handled 107,324 MT cargo during the year, mainly steel products of RINL and JSW, besides some project cargo. RINL commenced coastal movement of steel products for the first time venturing into modal shift from land to sea mode.
Resultantly the Companys current fleet stands at 13 vessels, with a total capacity 23143 Teus, 315722 DWT, being Indias largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, the Companys services are well planned to provide complete coastal coverage and thus well suited for the trade.
For the year ended 31st March, 2018, your Company posted a Total Income of 544.18 crores with a Net Profit of 80.91 crores.
M/s Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/ W100018) Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting subject to the ratification of Members at each Annual General Meeting.
A written consent from them has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditor satisfy the criteria provided in Section 141 of the Companies Act.
The resolution seeking ratification of their appointment has been included in the Notice of Annual General Meeting.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
During the current year, Company acquired four vessels, thereby adding 7603 TEUs capacity and also sold one of its old vessel in the fleet. This will have positive impact on the future performance of the Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.
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 has appointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
RELATED PARTY TRANSACTIONS
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 as required under section 188 of the Companies Act, 2013. There was no material transaction with any Related Party. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 2. All the Related Party Transactions have a prior approval of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Companies Act, 2013 and Rules read thereunder, the Company has formed a Committee for Corporate Social Responsibility (CSR). The members of the Committee met twice during the year. The Company is looking to address the lack of quality education and empowerment opportunities among the lesser privileged children through holistically designed programs under its CSR initiative. During the year, the company has spent 20 lacs on this initiative. A detailed report forms part of this Report as Annexure 3.
EXTRACT Of ANNUAL RETURN
Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2018 forms part of this Report as Annexure 4.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.
REPORT ON CORPORATE GOVERNANCE
As required by Regulation 34(3) of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure 6 to this Report alongwith the Auditors Certificate on its compliance by the Company and applicable certification of the Chief Executive Officer and Chief Financial Officer and Declaration by the Managing Director affirming compliance with Code of Conduct for the year under review
LOANS, GUARANTEE AND INVESTMENTS
Details of Loans, Guarantees and Investments are given in the Notes to Financial Statements
TRANSFER TO RESERVES
For the financial year ended 31st March, 2018, your Company has not transferred any amount to Reserves.
INVESTOR EDUCATION AND PROTECTION FUND
In accordance with provisions of the Companies Act, 2013, an amount of 1,95,766 being unclaimed dividend (interim) for the year ended 31st March 2011 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators or others.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2018, the Company has 11 Directors consisting of 4 Non- Independent Directors (including 2 Whole Time Directors) and 7 Independent Directors.
Mr. Ritesh S. Ramakrishnan was re-appointed as the Director of the company, as approved by the members at the last Annual General Meeting held on July 21,2017
In accordance with the provisions of 152 (6) of Act and the Article of Association of the Company, Mr. L B Culas is proposed to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible for reappointment. The Board recommends his reappointment.
Capt. V. K. Singh was appointed as the Whole Time Director of the company, as approved by the members at the last Annual General Meeting held on July 21,2017
During the year, Mr. V. Ramnarayan has tendered his resignation from the Board of Directors of the Company with effect from 29th March, 2018. The Board of Directors place on record their appreciation for the contribution by Mr. V. Ramnarayan during his tenure as Director Mr. V Ramnarayan being a promoter, continues to hold 1,09,375 equity shares (0.50%) in the Company.
Mr. Deepak Shetty was appointed by the Board of Directors at its meeting held on 1 3th February,201 8 as an Additional Director (Non-Executive Independent Director) with effect from 13th February,2018. He shall hold office till the conclusion of the Annual General Meeting.
All the Independent Directors have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015.The Company has obtained requisite declaration to that effect from the said Directors.
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 include criteria for performance evaluation of the non-executive directors and executive directors.
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 Independent Directors met on 26th March, 2018 to review performance evaluation of the Non Independent Directors and the entire Board of Directors including the Chairman and Managing Director and Executive Director. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards.
The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.
During the year under review, the Company has designated the following persons as Key Managerial Personnel:
|1||Mr. S. Ramakrishnan||Chairman & Managing Director|
|2||Mr. V. Ramnarayan||Executive Director|
|3||Capt. Vivek Kumar Singh||Chief Executive Officer|
|4||Mr. Rajesh Desai||Chief Financial Officer|
|5||Ms. Namrata Malushte||Company Secretary|
*Mr. V Ramnarayan resigned w.e.f. 29th March 2018
*Ms. Namrata Malushte resigned on 07th May 2018 while Ms. Asha Prakash was appointed as the Company Secretary w.e.f. 07th May 2018
During the year 2017-18, the Board met five times. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.
Your Company has a Risk Management Policy in place wherein all associated business risks are factored, identified and assessed. In accordance with the provisions of Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the
Company has a Committee for periodically evaluating the various risks. 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.
In line with Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 of the Listing Agreement, the
Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. The functioning of the Audit Committee is reviewed by the Audit Committee and the Whistle Blower has direct access to the Chairman of the Audit Committee. The Policy on whistle blower may be accessed on the Companys website www.transworld. com/shreyas.
POLICY ON SEXUAL HARRASMENT
Your Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31st March, 2018, the Company has not received any complaints pertaining to Sexual Harassment.
Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. During the year, the Company has shifted its accreditation agency to Indian Register of Shipping (IRS). The Standard ISO 9001:2008 is valid upto 14th September 2018.
The Company has not accepted fixed deposits from the public during the year under review.
As on 31st March, 2018, the Company has no subsidiary. CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Form AOC-1 in this regard forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby state that:
(a) In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) Appropriate accounting policies were 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 and loss of the company for that period;
(c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts are prepared on a going concern basis; and
(e) Internal financial controls are laid down and followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. S. Ramakrishnan, Chairman & Managing Director of the Company draws remuneration in excess of the limits specified under the Act. The details of his remuneration is provided in the Financial Statements which forms part of this Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 1 97(1 2) of the Act read with Rule 5(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
1. the Ratio of Remuneration Of Each Director To the Median Remuneration Of The (mployees For The Year 2017-18:
|Sr. No.||Name of the Director||Ratio of Remuneration To The Median Remuneration Of The Employees|
|I||Mr. S. Ramakrishnan, Chairman & Managing Director||43.46:1|
|2||Capt. Vivek Kumar Singh, Chief Executive Officer & Executive Director||14.25:1|
2. The Percentage Increase in Remuneration of Each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary
|Sr. No.||Name||Percentage Increase in Remuneration|
|1||Mr. S. Ramakrishnan, Chairman & Managing Director||150.76%|
|2||Mr. V. Ramnarayan, Executive Director||N.A|
|3||Capt. Vivek Kumar Singh, Chief Executive Officer & Executive Director||41.46%|
|4||Mr. Rajesh Desai, Chief Financial Officer||23.35%|
|5||Ms. Namrata Malushte, Company Secretary||35.26%|
3. I he Percentage Increase in I he Median Remuneration of
Employees in The Year 2017-18: -11.24%
4. The No. Of Permanent Employees on The Rolls of The Company: 42
5. Average Percentile Increase Already Made in Salaries of Employees Other Than The Managerial Personnel In Hie Last Financial Year And Its Comparison With !he Percentile Increase In The Managerial Remuneration And Justification Thereof
And Point Out If There Are Any Exceptional Circumstances For Increase In Managerial Remuneration
|OTHER THAN MANAGERIAL PERSONNEL||MANAGERIAL REMUNERATION||COMPARISON OF REMARKS REMUNERATION|
|12.42%||92.81%||The remuneration In view of of KMP includes the Net remuneration paid Profits, the to Chairman and commission Managing Director was not paid (CMD). As approved to the CMD by the shareholders during the in the previous year. AGM, CMD is paid commission as a percentage of Net Profit.|
6. The Remuneration Paid to The Key Managerial Personnel is As per The Nomination and Remuneration Policy of The Company
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.
With regard to foreign exchange earnings and outgo for the current year 2017-18, the position is as under:
|(i) Foreign exchange earnings including proceeds on sale of ship (on accrual basis)||19,874|
|(ii) Foreign exchange outgo including operating components, spare parts, vessel funding and other expenditure in foreign currency (on accrual basis)||19,538|
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 Shipping, 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|
|Place: Mumbai||S. Ramakrishnan|
|Date: 25th May, 2018||Executive Chairman|
PARTICULARS Of CONTRACTS/ARRANGEMENTS MADE WITH RELATED PARTIES
(Pursuant to clause (h) of sub-section(3) of section 134 of the companies Act, 2013 and Rule 8(2) of the companies ( Accounts) Rules, 2014-Aoc-2)
This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub-section(l) of Section 188 of the Companies Act; 2013 including certains arms length transactions under third proviso thereto.
1) There were no contracts or arrangements or transactions entered in during the year ended March 31,2018, which were not at arms length basis.
2) Details of material contracts or arrangements or transactions entered in during the year ended March 31,2018, which were at arms length basis.
|(Rs. in lacs)|
|Name of the Related Party||Nature of Relationship||duration of contract||salient term||Amount|
|Nature of contract service / Freight income||2018|
|Balaji Shipping Line FZCO||Fellow Subsidiary Company||Not Applicable||Based on transfer pricing guidelines||2,251|
|BLPL Singapore Pte. Ltd.||Other related party||Not Applicable||Based on transfer pricing guidelines||-|
|Transworld Feeders FZCO /OEL FZCO||Fellow Subsidiary Company||Not Applicable||Based on transfer pricing guidelines||580|
|Shreyas Relay Systems Ltd.||Associate Company||1st September,2005Ongoing Contract||Based on transfer pricing guidelines||27,052|
|slot charges Payable|
|Transworld Feeders FZCO||Fellow Subsidiary Company||Not Applicable||Based on transfer pricing guidelines||864|
|Relay Shipping Agency Ltd.||Other related party||1st April, 2013 Ongoing Contract||Based on transfer pricing guidelines||-|
|Transworld Shipping Agencies Pvt Ltd||Other related party||1st June, 2016 Ongoing Contract||Based on transfer pricing guidelines||224|
|Lanka Orient Express Lines Ltd.||Other related party||23rd February,2014-Ongoing Contract||Based on transfer pricing guidelines||1|
|Transworld Shipping & Logistics WLL||Other related party||Based on transfer pricing guidelines||12|
|Transworld Shipping & Logistics LLC, Dubai||Other related party||1st Feburary, 2015 Ongoing Contract||Based on transfer pricing guidelines||50|
|Vessel Management fees|
|TW Ship Management Ltd||Other related party||1st Nov, 2016 Ongoing Contract||Based on transfer pricing guidelines||642|
|Orient Express Ship Management Ltd.||Other related party||1st April, 2010 Ongoing Contract||Based on transfer pricing guidelines||-|
|Sivaswamy Holdings Pvt. Ltd.||Other related party||1st January,2012 Ongoing Contract||Based on transfer pricing guidelines||37|
|Geeta Ramakrishnan||Relatives of Key Management Personnel||1st April, 2013 Ongoing Contract||Based on transfer pricing guidelines||-|
|Vehicle Lease Rent|
|Manita Vivek Kumar Singh||Other related party||Ongoing Contract||Not Applicable||11|
|Ratnaprabha Desai||Other related party||Ongoing Contract||Not Applicable||1|
|Encore Pierian Logistics Business Services Ltd.||Other related party||11th November, 2013Ongoing Contract||Based on transfer pricing guidelines||-|
|Relay Shipping Agency Ltd.||Other related party||-|
|Encore Pierian Logistics Business Services Ltd.||Other related party||-|
|Shreyas Relay Systems Ltd.||Associate Company||1st September,2005Ongoing Contract||Based on transfer pricing guidelines||96|
-Appropriate Approvals have been taken for related party transactions. Advance paid have been adjusted against billings, wherever applicable. As per our report of even date.
|For and on behalf of the Board of Directors|
|Place: Mumbai||S. ramakrishnan|
|Date: 25th May, 2018||Executive chairman|