Dear Members,
Your Directors are pleased to present the 35th Annual Report
of your Company together with the Audited Financial Statements (Consolidated and
Standalone) along with Auditors' Report for the financial year ended 31st
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 Company's total paid up Equity Share Capital continues to
stand at Rs. 21,95,75,330/- as on 31st 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 Company's 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 31st
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 Company's 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 Company's 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 Company's 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 Company's 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 India's 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 34th Annual
General Meeting till the conclusion of 39th 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 31st 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 Company's
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 10th August 2022 to
incorporate the new requirements introduced under the SEBI (LODR) Regulations, 2015. The
Policy is available on the Company's 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 arm's 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 Company's 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. 01st 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 14th February 2023 on account of
superannuation
Permanent Employees on the rolls of the company as on 31st
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 31st 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 Company's 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 31st 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 20th July 2023 to 19th
July 2028. The reappointment of Mr. Deepak Shetty was approved by the shareholders at the
34th Annual General Meeting of the Company held on 21st September
2022.
The Board of Directors, at its meeting held on 18th 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 01st 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 1st 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 01st 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
Company's 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 31st 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
Company's 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 Company's 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 Company's internal control environment and monitors the implementation of audit
recommendations, including those relating to strengthening the Company's 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 Company's 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 31st 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
Company's website www.transworld.com/shreyas-shipping-and-logistics.html
CONSOLIDATED ACCOUNTS
The audited consolidated financial statements together with the
Auditor's Report thereon forms part of the Annual Report. Pursuant to Section 129 (3)
of the Act, a statement containing salient features of the financial statements 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 31st
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 Organization's 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 StormGeo's (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 Board's Report and Management Discussion & Analysis may
contain certain statements describing the Company's 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 Company's 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 Company's clients, vendors, charterers,
business associates, main line operators, investors, shareholders and bankers for their
continued support during the year. It will be your Company's 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) |