Shreyas Shipping & Logistics Ltd Directors Report.


The Members of Shreyas Shipping and Logistics Limited.

Your Directors are pleased to submit the 32nd Annual Report of the Company together with the Audited financial Statements (Consolidated and Standalone) along with Auditors Report for the financial year ended March 31, 2020.


(Rs. In Lacs)




2019-20 2018-2019 2019-20 2018-2019
Revenue from Operations 61,246 62,479 61,246 62,479
Other Income 355 230 355 282
Profit/(Loss) before Interest, Depreciation, Finance Cost and Tax Expense 4,651 7,265 4,651 7,317
Finance Cost 1,948 1,893 1,948 1,893
Depreciation 1,792 2,087 1,792 2,087
Profit/(Loss) before Exceptional Item and Tax 911 3,285 911 3,337
Exceptional Item (8,558) 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 (6,614) 2,977 846 3,365
Other Comprehensive Income / (Loss) (409) (442) (592) (652)
Total Comprehensive Income / (Loss) (7,023) 2,535 254 2,713
Balance Brought Forward from Previous Year 28,430 26,536 17,812 15,526
Amount Available for Appropriation - -
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 21,363 28,430 18,209 17,812


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


In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Final Unclaimed/ Unpaid dividend for the year 2011-2012 amounting to 2,03,708 and 9,990 shares for the year 2011-2012 were transferred during the financial year 2019-20 to the Investor Education and Protection Fund.

Mr. Harshit Garg has been appointed as the Nodal Officer of the company under the provisions of IEPF and the same can be accessed at


The Companys paid up Equity Share capital continues to stand at 21,95,75,330/- as on March 31, 2020. During the year, the company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.


Cash and cash equivalent as at March 31, 2020 was 538 lakhs. The companys working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters.


During the year, your Companys finance and operation team implemented a digital transformational project that has enabled centralization and simplification of the accounting and control processes. The company rolled out Oracle fusion cloud-based ERP this year that changed the way the operation & finance team functions and partners business in your Company. The software has been built around core performance management processes such as forecasting, budgeting, vessel operations and planning, as well as providing decision support in key areas. It focusses on specific core business processes and decision support topics, enabling the team to develop deeper expertise and greater subject matter knowledge


The year 2019-2020 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. Implementation of IMO 2020 Fuel Sulphur regulation in January resulted in spike of fuel prices which touched to USD 700/MT. The industry also faced supply crunch due to less availability against demand for few months.

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

Besides handling containerized cargo, the company has also handled coastal break bulk cargo of 2,21,445 metric tons cargo in this year.

Your Companys current fleet stands at 12 vessels, with a total capacity 22,794 TEUs, 2,44,919 GRT and 3,12,016 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, your Companys services are well planned to provide complete coastal coverage and thus well suited for the trade. Your company served approximately 80% of EXIM transshipment 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.61,061 lakhs with a Net Profit of Rs.846 lakhs.


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


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


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.

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. Deloitte Haskins and Sells 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.


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.


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


The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act 2013.


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


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) 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 given as Annexure 3 to this Report.


In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companys website and the same is considered for the purpose of identification and monitoring Related Party transactions.

All transactions with Related Parties are placed before the Audit Committee as 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 into 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 MD and 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 adheres to the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interest of the company at large or which warrants the approval of the shareholder.

There are no transactions with any person or entity belonging to the promoter/promoter group 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 the Companies (Accounts) Rules 2014, the particulars of the material contract or arrangement entered into by the company with related parties referred to in Section 188 (1) in Form AOC-2 is attached as Annexure 2 of this Report.


The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 has been placed on the website of the Company and can be accessed at


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


Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance as Annexure 7 is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under.

SEBI (LODR) Regulations, 2015. A Certificate of the MD and CFO of the Company in terms of SEBI (LODR) Reguiations, 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 as Annexure 6.


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


For the financial year ended March 31, 2020, your Company has transferred 846 lakhs to Reserves.


The members of the Companys Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leader qualities, they have a significant degree of commitment towards the company and devote adequate time to the meeting. The Company recognizes and embraces the importance of a diverse board in its success. The 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 March 31, 2020, the Company has 12 Directors consisting of 5 Non- Independent Directors (including 2 Whole Time Directors), 6 Independent Directors and 1 Nominee Director.

Mr. L.B. Culas (Non-Executive and Non-Independent Director) (DIN: 00434984) and Mr. Mannil Venugopalan (Non Executive and Independent Director) (DIN: 00255575) tendered resignation from the directorship of the company effective 04th April 2020 and 22nd April 2020 respectively on account of attaining the age of 75 years. The Directors have confirmed that there is no other reason than the one stated for their resignation. The Board of Directors placed on record the valuable services rendered by both the directors during their tenure of directorship in the Company.

As per the provisions of the Companies Act, 2013, Independent Directors have been appointed for a period of 5 years and shall not be liable to retire by rotation. The Independent Directors of your Company 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 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 the SEBI(LODR)Regulations,2015.

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 inputs 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 Company familiarizes its Directors including Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

The familiarization programme for Independent Directors is disclosed on the Companys website under the web link:

In a separate meeting of Independent Directors, which was originally scheduled on 24th March 2020 and later adjourned to 8th April 2020 on account of the outbreak of COVID-19, performance evaluation of the Non-Independent Directors and the entire Board of Directors 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 and the Managing Director in upholding the Group 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 was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.


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 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 on account of Maternity leave and Ms. Nupur Burman was appointed as the Interim Company Secretary of the Company effective 22nd January 2020. Further, Ms. Nupur Burman tendered her resignation and Mr. Harshit Garg was appointed as the Interim Company Secretary of the Company effective 02nd March 2020 till the time Ms. Asha Prakash resumes office.


The Company has in place 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 Nomination and Remuneration Policy of the Company is available on the Companys website under the web link:


The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. During the year 2019-20, the Board met seven times. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Report. The intervening gap 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 in the Corporate Governance Report which is Annexure 7.


The Audit Committee comprises five members. The Chairperson of the Committee is an Independent Director. The Committee met six times during the year. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Corporate Governance Report which is Annexure 7.


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. 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 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 offices and key business areas. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, beside 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.


The 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 the Director (s) and employee (s) who avail this mechanism. The Company has revised the Whistle Blower policy and has also inserted instances of leakage of Unpublished price sensitive information in terms of SEBI (LODR) Regulations 2015 as amended from time to time.

All cases registered under 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 access to the Chairperson of the Audit Committee in case they wish to report any concerns. The Policy on Whistle Blower may be accessed on the Companys website shreyas-shipping-and-iogistics/poiicies.htmi


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 framed a Policy for Prevention of Sexual Harassment of Women at Workplace to seek recourse and redressal to instances of sexual harassment. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year ended March 31, 2020, 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 the company consistently strive to adhere to the highest quality standards. The Standard ISO 9001:2015 is valid up to October 29, 2021.


The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act 2013 (herein referred to as "The Act ") and the Rules framed thereunder during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Since the Company has not accepted any deposits during the Financial Year ended on March 31, 2020, there has been no non-compliance with the requirements of the Act.


In accordance with Section 148 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.


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

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

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

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the SEBI (LODR) Regulations, 2015, can be accessed on companys website html


The Consolidated Financial Statements are prepared in compliance with the applicable provisions of the Act including the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013. The audited consolidated financial statements together with the Auditors 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 statements of Associate and Joint venture company in the prescribed Form AOC-1 is given in this Annual Report.


To the best of their knowledge and belief and according to the information and explanations obtained by them, 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 March 31, 2020, 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 and loss 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 this Act 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.


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

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report. As per the provisions of section 136 of the said Act, the report and financial statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees. Members who are desirous of obtaining the said information may write to the Company Secretary at the and the same will be furnished on request.


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

(Rs. In Lacs)

(i) Foreign exchange earnings including proceeds on sale of ship (on accrual basis) 22,444.50
(ii) Foreign exchange outgo including operating components, spare parts, vessel funding and other expenditure in foreign currency (on accrual basis) 8,231.31


Your company was recognized with many prestigious and diverse external accolades during the 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 the Year: 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 Logistics Industry"

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


Your Directors state no disclosure or reporting is required in respect of the following items 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 Company, under any scheme

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

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.

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


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.


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

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