Dear Members,
Your Directors are pleased to submit the 36th Annual Report of your Company together with the Audited Financial Statements (Standalone and Consolidated) along with Auditors' Report for the financial year ended 31st March 2024.
FINANCIAL HIGHLIGHTS:
The financial highlights of your Company for the current year and previous year on a standalone and consolidated basis are as under:
Rs. In Lakhs
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
In order to conserve the resources for further expansion plans and operational requirements, your Directors have not recommended any dividend for the year under review.
SHARE CAPITAL
Your Company's total paid up Equity Share Capital continues to stand at Rs. 21,95,75,330/- as on 31st March 2024 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
The Company maintained a positive cash balance throughout the year ending 31st March 2024. It uses cash flow from operations to cover daily financial obligations and regularly monitors forecasts to ensure adequate liquidity. Surplus cash, beyond immediate operational needs, is kept as cash and cash equivalents or invested in interest-bearing term deposits and highly marketable debt investments to optimize returns while ensuring liquidity to meet its liabilities.
REVIEW OF OPERATIONS
Your Company consciously took efforts to realign its fleet during the year 2023-24. During FY 2023-24, your Company has sold 2 vessels, and one vessel was Dry docked. The Company is the largest container ship owners with 10 feeder vessels with a total capacity of 22,046 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.
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 Ganga and SSL Delhi during the year. Your Company's current fleet stands at 12 vessels (with a total capacity of 2,79,962 MT GRT and 3,62,427 MT DWT) comprising 10 container vessels (22,046 TEUs) and 2 dry bulk vessels (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. A detailed Fleet Profile forms part of this Annual Report.
As regards the overall market, last year experienced significant fluctuations influenced by global economic conditions and supply-demand imbalances. The market was marked by a substantial increase in fleet capacity, with the supply of container ships growing by approximately 7% in 2023. This influx of new capacity led to a situation where supply outpaced demand, contributing to downward pressure on freight rates. Spot container freight rates dropped sharply from their pandemic highs, with reductions of up to 71% year-on-year. Contract rates also started to decline, although at a slower pace, as shipping lines began renewing contracts at lower rates due to the oversupply of capacity and reduced demand.
One of our vessel "M.V. SSL Brahmaputra" experienced a fire in the Engine Room on 1st January 2024, around 07:12 LT, while enrooting from Jawaharlal Nehru Port Trust (JNPT), India to Jebel Ali-Sohar, UAE, approximately 21?14'N / 66?19'E, about 200 nautical miles off the Gujarat coast. As a result, the vessel went out of operation pending repairs.
Fortunately, all crew members were reported safe, and there was no pollution reported. The incident was promptly reported to the insurers. Extensive repairs were carried out at Jebel Ali port in the UAE and were completed by 9th April 2024. The vessel was subsequently returned to the Charterers.
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 2023-24, the credit rating for your Company was CRISIL A-/ Negative 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 Ganga and SSL Delhi. These container vessels were deployed on time charter to M/s. Transworld Feeders Private Limited.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to operate in an ethical manner and contribute positively to society. It's an approach that goes beyond profit-making to encompass the welfare of various stakeholders, including employees, customers, communities, and the environment.
The Board of Directors of your Company has constituted a Committee of Directors, known as the Corporate Social Responsibility Committee, currently comprising of Ms. Anisha Ramakrishnan (Chairperson), Mr. Ajit Paul (Independent Director) and Mr. Ramkrishnan Sivaswamy Iyer (Executive Chairman) to steer its CSR activities. The members of the Committee met once during the year.
Your Company has adopted a CSR policy in line with the requirement of the Companies Act 2013. The CSR Policy is also available on the website of your Company: https^www.transworld.com/shreyas-shipping-and-logistics/
The Annual report on CSR activities and expenditure as required under the relevant act is annexed to this Report. STATUTORY AUDITORS
The report given by the Auditors on the financial statements of your Company is part of this Report. There are no qualifications, adverse remarks of disclaimer given by the Auditors in their Report.
Pursuant to the provisions of Section 139 of the Companies Act, 2013, 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.
The Statutory Auditors of the Company, M/s. PKF Sridhar & Santhanam LLP have issued an Audit Report with modified opinion on the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended 31st March 2024.
Basis for Qualified Opinion on the Annual Standalone Financial Results:
Attention is invited to note 7 of the Audited Financial Results of the Company (Standalone and Consolidated) for the year ended 31st March 2024 which explains the Company's basis for recording the reimbursement claim on cost of repairs resulting from a fire inside at its vessel MV SSL Brahmaputra and recognizing the amount of Rs. 3,089 lakhs recoverable from the insurers. We believe that the insurance claim should be recognised only upon acknowledgement of liability by the insurers. Had the income against the insurance claim not been recognised, the net profit after tax for the quarter and net loss for the year would have converted into a loss of Rs. 2,851 lakhs and Rs. 8,191 lakhs respectively, total comprehensive loss would have been Rs. 2,871 lakhs and Rs. 7,986 lakhs respectively, earnings per share would have converted to negative earnings per share of Rs. 12.98 and Rs. 37.30 respectively for the quarter and year ended 31st March 2024, and shareholders funds and other current financial assets would have reduced by Rs. 3,089 lakhs as at 31st March 2024. Further, the Company expects that there wont be any liability towards potential cargo claims as it is adequately insured towards such liability.
Management's View:
During quarter ended 31st March 2024, vessel MV "SSL Brahmaputra" of the Company met with fire onboard on 01st January 2024. The Company has charged the cost of repairs and estimated loss adjustment expenditure incurred upto 31st March 2024 of Rs. 3,089 lakhs. On the basis of managements assessment, duly supported by an Initial Survey Report of an independent expert, Company has recognised the corresponding insurance claim of Rs. 3,089 lakhs as exceptional items in the Statement of Profit and Loss. The Company is in discussion with the Insurance Company and their appointed Surveyor to settle the claim under the Vessel's Hull & Machinery Insurance cover of Rs. 19,000 Lac. Based on past experiences of settlement of marine insurance claims of the company, the management is confident of recovering the same in full. The Statement on Impact of Audit qualifications on both Standalone and Consolidated Financial statements is annexed to this Report..
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 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 ended on 31st March 2024.
The Secretarial Auditors' Report for the financial year 2023-24 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 08th February, 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 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 Related Party Transactions and subsequent material modifications if any are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPT on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length. All Related Party Transactions are subject to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.
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 2023-24 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 provides a comprehensive analysis of the Company's performance, 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.
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 2023-24, percentage increase in remuneration of Executive Directors, Managing Director, the Chief Financial Officer and the Company Secretary during the Financial Year 2023-24.
* 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.
#Mr. Ritesh S. Ramakrishnan has been appointed on the Board of the Company as Non-Executive, NonIndependent Director w.e.f. 09th November 2023.
#Mr. Anil Kumar Gupta and Ms. Sangeeta Singh has been appointed on the Board of the Company as NonExecutive Independent Directors of the Company w.e.f. 19th March 2024.
#Mr. ManMohan Saggi and Ms. Maya Sinha retired from the position of Non-Executive Independent Directors from the Board of Directors of the Company with effect from closure of business hours of 31st March 2024 on account of completion of second term of appointment as Independent Directors.
Permanent Employees on the rolls of the company as on 31st March 2024: 30
i) Percentage increase in the median remuneration of employees in the financial year: 06.12%
ii) Average percentage increase made in the salaries of employees (other than managerial personnel) was 11.56% while increase in managerial remuneration was 19.16%. 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 affirm 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. Corporate governance is essential for maintaining the trust and confidence of shareholders and other stakeholders. By adhering to best practices and regulatory requirements, the Company aims to foster a culture of accountability and ethical behavior, driving long-term success and sustainability. 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.
The Business Responsibility and Sustainability Report (BRSR) as per the format specified by Securities & Exchange Board of India forms part of this Annual Report.
A separate section on Environment, Social & Governance (ESG) also forms part of this Annual Report.
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 2023-24 are provided in the Notes to Financial Statements.
TRANSFER TO RESERVES
For the financial year ended 31st March 2024 your Company has not transferred any amount to Reserves.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March 2024, the Company has eleven (11) Directors consisting of four (4) Non- Independent Directors (including 2 Whole Time Directors) and seven (7) Independent Directors.
i. Appointment
The Board, at its meetings held on 08th November 2023 and 18th March 2024 based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following appointments to the Board:
a. Mr. Ritesh S. Ramakrishnan (DIN:05174818) was appointed as Additional Non-Executive, Non-Independent Director of the Company with effect from 09th November 2023.
b. Mr. Anil Kumar Gupta (DIN: 00066328) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 19th March 2024.
c. Ms. Sangeeta Kapil Jit Singh (DIN: 06920906) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 19th March 2024.
The above-mentioned appointments were duly approved by the Members of the Company vide Postal Ballot(s) on 12th January 2024 and 28th May 2024 respectively.
ii. Re-appointment
Mr. Ramakrishnan Sivaswamy Iyer was re-appointed as the Whole-time Director of the Company designated as "Executive Chairman" for a period of 3 years, with effect from 01st April 2024 till 31st March 2027. The reappointment of Mr. Ramakrishnan Sivaswamy Iyer was approved by the Shareholders at the 35th Annual General Meeting of the Company held on 14th September 2023 and was approved by Central Government vide the letter dated 27th March 2024.
Capt. Milind Kashinath Patankar was re-appointed as the Managing Director (Key Managerial Personnel) for a period of 3 years, with effect from 01st July 2024 till 30th June 2027The re-appointment of Capt. Milind Kashinath Patankar was approved by the shareholders at the 35th Annual General Meeting of the Company held on 14th September 2023.
Pursuant to section 152 of the Companies Act, 2013, Ms. Anisha V Ramakrishnan, Non-Executive Non Independent Director of the Company retires by rotation and being eligible, offers herself for re-appointment.
iii. Resignation/Retirement
Capt. ManMohan Saggi, Non-Executive, Independent Director of the Company retired from the Board of the Company with effect from closure of business hours of 31st March 2024 on account of completion of second term of appointment as Independent Director.
Ms. Maya Sinha, Non-Executive, Independent Director of the Company retired from the Board of the Company with effect from closure of business hours of 31st March 2024 on account of completion of second term of appointment as Independent Director.
iv. 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 2024:
? 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
v. 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 reappointing 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.
vi. Familiarisation Programme for Independent Directors and Non-Executive Directors:
To ensure that all Board members are well-equipped to perform their roles effectively, the Company offers multiple opportunities for Directors to familiarize themselves with the Company, its Management, and its operations. The Company is committed to ensuring that its Directors are well-prepared to fulfill their governance roles. Through a structured orientation process and ongoing communication, the Company supports its Directors in understanding its operations, industry landscape, and governance practices.
Orientation for Directors
1. Formal Appointment Process: Independent Directors are formally briefed on their roles and responsibilities through a detailed letter of appointment. This document outlines their duties, legal obligations, and expectations.
2. Executive Overview: Executive Directors and Senior Management provide an in-depth overview of the Company's operations. This includes familiarizing new Non-Executive Directors with the Company's values, commitments, organizational structure, and the constitution of various committees.
3. Board and Committee Procedures: New Directors are introduced to the procedures and functioning of the Board and its committees. This includes an overview of board procedures, risk management strategies, and other critical governance practices.
4. Interactive Presentations: Relevant presentations are made to the Board, providing Directors with the opportunity to engage directly with Senior Management. These sessions facilitate a deeper understanding of operational and strategic issues. Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions are also made available for their information.
5. Ongoing Updates: Directors are kept informed of significant developments within the Company through timely emails and updates. This ensures that they are aware of the latest changes and can make informed decisions.
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
vii. 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 of Directors undertakes a comprehensive performance evaluation process to ensure effective governance and continuous improvement. This evaluation involves soliciting input from all Directors on various criteria, including:
• Board Composition and Structure: Assessing the effectiveness and diversity of the Board's composition.
• Board Processes: Evaluating the efficiency and effectiveness of Board processes and procedures.
• Information and Functioning: Reviewing the adequacy of information provided to the Board and the overall functioning of Board meetings.
Independent Directors' Review
The Independent Directors conducted a thorough review of the Board and its Committees. They expressed satisfaction with the Board's functioning and appreciated the leadership of the Executive Chairman and Managing Director. The Independent Directors commended their roles in maintaining the Company's values and upholding high standards of Corporate Governance.
Performance Evaluation of Independent Directors
The performance evaluation of each Independent Director was carried out by the entire Board, excluding the Independent Director being evaluated. This approach ensures an impartial and comprehensive assessment of individual contributions and effectiveness.
The outcomes of the evaluation conducted by the Independent Directors were shared with the Board. The Board of Directors has reviewed the results and expressed their satisfaction with the findings, confirming the effectiveness of the Board's governance practices.
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, six (6) 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
Your Company has established a robust internal control system that is well-suited to the nature, size, and complexity of its operations. These internal controls are designed to ensure the integrity of financial reporting, compliance with laws and regulations, and the efficiency of operations. The effectiveness of the internal control systems is routinely tested and certified by both Statutory and Internal Auditors. The internal controls encompass all key business areas and are continuously reviewed to ensure they are operating effectively. 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.
During the year 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 has established a comprehensive Vigil Mechanism to encourage Directors and employees to report concerns related to unethical behavior, actual or suspected fraud, or violations of the Code of Conduct/Business Ethics. The Vigil Mechanism is designed with adequate safeguards to protect individuals who use the system from any form of victimization or retaliation.
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 Board of Directors at its meeting held on 09th February 2024 reviewed and amended the Whistle Blower Policy. The Whistle Blower Policy 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 integral to our Core Values, inherited from our Founding Father. The Company is dedicated to maintaining a safe, supportive, and friendly work environment where these values are reflected in everyday interactions. We are committed to ensuring a workplace free from discrimination and harassment, fostering an inclusive and respectful atmosphere for all employees.
In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has formulated and implemented a comprehensive Sexual Harassment (Prevention and Redressal) Policy.
Internal Complaints Committee
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 2024, the Company has not received any complaints pertaining to Sexual Harassment. DEPOSITS
During the year, your Company has not accepted any deposit and as such no amount of principal and interest are 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 2023-24.
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
i. Joint Venture
Your Company has one joint venture namely Shreyas-Suzue Logistics (India) Private Limited which is converted into Limited Liability Partnership (LLP) ie. Shreyas-Suzue Logistics (India) LLP with effect from 29th December 2023. The Company holds a 50% ownership interest in this joint venture entity.
ii. Incorporation of Wholly Owned Subsidiary
The Board of Directors at its meeting held on 18th March 2024 approved to incorporate a Wholly Owned Subsidiary (WOS) in International Financial Services Centre ('IFSC') at Gift City, Gandhinagar, Gujarat. The Company has received approval for availability of name for a proposed WOS of the Company i.e. Transworld Sea-Connect IFSC Private Limited. The Company is in process of incorporation of the said WOS.
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.
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 2024, 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
Energy Saving:
Decarbonizing the shipping industry will eventually require the introduction of the greener fuels. However, our fleet profile is not compatible for these renewable fuels neither the infrastructure is available for such fuels. For our existing vessels we are focusing on the energy efficient improvements. We have 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, superior anti-fouling coatings are applied on all vessels during their respective dry dockings and the same was implemented on one vessel in the last financial year. Hull cleaning and propeller polishing were carried out on other ships during this financial year as and when required. Energy Efficiency Measures such as LED lighting, and energy-efficient appliances are used onboard to optimize energy usage.
We made use of a digital platform to track fuel consumption and are in process of improving vessels' performance by proper, in-time maintenance to increase their efficiency. With proper maintenance, we are trying to limit the number of generators used while sailing and this will reduce fuel consumed and in turn reduce emissions.
In addition, by using the EPL (Engine Power Limitation) we have limited the maximum power output of the engine which in turns reduces the carbon emissions from the engine. All our vessels are now equipped with EPL.
Energy Transition:
We're in the final phases of negotiations with charterers about transitioning one of our vessels to run on B30 biofuel.
We're actively exploring sustainable shipping technologies by collaborating with partners across the maritime sector. We aim to drive innovation in terms of alternative energy integration.
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). We are already in compliance with MARPOL Air Pollution prevention requirements as set out by IMO.
Quantification and Reporting of Greenhouse Gases (GHG) Emission:
We have started quantifying and disclosing Greenhouse Gases (GHG) emissions (Scope 1, Scope 2 and Scope 3) from the business operations since FY21-22 in a voluntary manner for the information to our 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):
In compliance with the new Energy Efficiency Existing Ship Index (EEXI) regulations effective from January 1, 2023, our company has conducted sample EEXI calculations for all fleet vessels and implemented Engine Power Limitation (EPL) on all of them. Implementing EPL involves setting a limit on the maximum power output of a ship's engine. This reduces fuel consumption and emissions, thus improving the EEXI value. This demonstrates our commitment to reduce CO2 emissions.
We utilized digital platform to monitor the CII trend and fuel consumption. Additionally, we have implemented measures such as weather routing, EPL, hull cleaning, and trim/ballast optimization. Our company is actively tracking and monitoring the Carbon Intensity Indicator (CII) ratings for all vessels, allowing us to identify vessels that require improvement and take appropriate actions in a timely manner.
Technology, absorption, adaptation and innovation
Throughout this year, your Company has effectively adopted and incorporated new technologies, leading to increased efficiency and automation in our business processes. These technological enhancements have transformed our operations, enabling us to streamline tasks and enhance overall productivity, revolutionizing the very essence of how we operate, empowering us to optimize tasks and elevate productivity to unprecedented levels.
IT Compliance:
Your Company ensures that information technology (IT) systems, policies, and procedures are comply with relevant laws, regulations, standards, and best practices. The practices, technologies, and processes of your Company are designed to protect digital information, computer systems, and networks from unauthorized access, use, disclosure, disruption, modification, or destruction. Your Company has been implemented e-mail archival solution across the organization which stores the data for eight years and the stored data immutable. Few initiatives undertaken during the year are as under:
Enterprise Management System (EMS)- EMS is a policy-based control of networked PCs and other devices to maintain functionality and safeguard the devices, data, and other assets from cyber threats. Office security policy of the Company gets applied on any network and anywhere on the endpoints.
Intune - Conditional location-based access is a security feature that grants or denies access to resources, data, or applications based on a user's physical location and additional conditions. It combines geolocation technology with other factors to control access, ensuring that sensitive information is only accessible from authorized locations and compliant devices. By implementing conditional location-based access, your Company has enhanced security, meet compliance requirements, and reduce the risk of data breaches and unauthorized access.
Web Application Firewall (WAF)- Your Company has implemented WAF security system that protects web applications from various types of attacks and vulnerabilities. It acts as a barrier between the internet and your web application, analysing incoming traffic and blocking malicious request. By deploying WAF, we have significantly enhanced the security and reliability of our web applications, protecting our business and users from a wide range of threats.
As we continue to embrace technology and innovation, your Company remains 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 2023-24, the position is as under:
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:
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.
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 extend their heartfelt gratitude to the Company's clients, vendors, charterers, business associates, main line operators, investors, shareholders, and bankers for their unwavering support throughout the year. We are committed to building and nurturing robust relationships with each of you, grounded in mutual respect and cooperation.
Our sincere thanks also go to all employees for their hard work, dedication, and commitment. Employees enthusiasm and relentless efforts have allowed the Company to maintain its leading position in the industry, despite the increasing competition from both existing and new players.
We would also like to express our deep appreciation for the support and cooperation received from the Government of India and its various ministries and departments, including 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, and the Central Board of Excise and Customs. We are also grateful to the Indian National Shipowners Association, port authorities, insurance companies, and Protection and Indemnity clubs for their continued support during the year.