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Directors Report of Shreyas Shipping & Logistics Ltd.

Mar 31, 2015

The Members,

The Directors are pleased to present the Twenty Seventh Annual Report of your Company together with the Audited Statement ofAccountsandthe Auditors'' Reportofyourcompanyforthe financial yearended, 31st March, 2015.

FINANCIAL RESULTS:

Particulars Current Year ended Previous Year ended on 31st March,2015 on 31st March,2014 (Rs inlacs) (Rs inlacs) Operating Income 29,074.81 24,816.26

Other Income 157.10 1 62.42

Profitbeforelnterest, DepreciationandTax 10,507.50 3,590.59

Borrowing Cost (705.59) (848.26)

Depreciation (888.94) (1,546.57)

Profit before Tax, Prior Year Adjustment & Exceptional Item 8,912.97 1,195.75

Exceptional Item (2,878.57) (1,909.91)

Prior Year Adjustment (621.39) -

Provision for Tax (85.00) (96.61)

Profit/(Loss)AfterTax 5,328.01 (810.77)

Balance Brought Forward from Previous Year 2,642.36 3,851.04

Amount Available for Appropriation 7,970.37 3,040.26

Appropriations:

Transfer to Tonnage Tax Reserve (1,760.00) (240.00)

Interim Equity Dividend (153.70) -

Proposed Equity Dividend (285.45) (131.75)

Tax on Equity dividend (82.46) (22.39)

Balance Carried Forward to Balance Sheet 5,688.76 2,646.14

DIVIDEND

During the year, the Company has declared an interim dividend of 7% on Equity shares of the Company at its meeting held on 11th February, 2015. In view of the positive performance of the Company, the Board of Directors recommends a Final Dividend of 13% on Equity shares for the financial year ended 31st March, 2015. This Dividend is subject to the approval of the Members at the Twenty Seventh Annual General Meeting to be held on 21st July, 2015. The payment of dividend on Equity shares will entail a cash outflow of Rs. 521.61 lacs, including dividend distribution tax.

The dividend will be paid to the Members whose name appear in the Register of Members as on 21st July, 2015 and in respect of shares held in dematerialized form, it will be paid to

members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date

REVIEW OF OPERATIONS

The financial year 2014-15 has been encouraging for the Company. During the year, the Company acquired two vessels M. V. SSL MUMBAI and M. V. SSL GUJARAT. These are sister vessels of 1613 teus. With these acquisitions, the tonnage grew substantially. The Company has commenced services on the East coast and also to Middle East sectors like Jebel Ali. We have also resumed services to Karachi. Overall, the Company is now able to offer containerized services on the entire Indian coast along with Jebel Ali and Karachi. The Company aspires to become a regional service provider.

The Company has designed services in a way to shift the transshipment hub from Colombo to Vizag. This is in line with the vision of the Government to make India a transshipment hub in days to come.

The wholly owned subsidiary Shreyas Relay Systems Limited (SRS) which is the front end for the Company has posted excellent results. The growth of the Company can be significantly attributed to the strong support from SRS across most of the sectors both on domestic as well as regional trade. SRS is actively looking at further streghtening the domestic trade by adding liquid logistics, automobiles and other commodities.

For the year ended 31st March, 2015, Shreyas has achieved Operating Income of Rs. 290.75 crores, which is an increase of 17% over the previous year. The Profit After Tax has been Rs. 53.28 crores, compared with the previous year loss of Rs. 8.11 crores. The Company during the current year sold off its vessels namely OEL Shreyas and Unity absorbing total loss of Rs. 47.88 crores. Loss against sale of vessel Unity ofRs. 19.10 crores was provided in previous year as impairment provision.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure V to this Report.

REPORT ON CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure VI to this Report alongwith the Auditors'' Certificate on its compliance by the Company and applicable certification of the Chief Executive Officer and Chief Financial Officer and Declaration by the Managing Director affirming compliance with Code of Conduct for the year under review

LOANS, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and Investments are given in the Notes to Financial Statements

TRANSFER TO RESERVES

For the financial year ended 31st March, 2015, your Company has not transferred any amount to Reserves.

INVESTOR EDUCATION AND PROTECTION FUND

There has been no transfer to the said Investor Education and Protection Fund during the current year.

RELATED PARTY TRANSACTIONS

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 as required under section 188 of the Companies Act, 2013. There was one material transaction with Related Party M/s Orient Express Lines Inc for acquisition of container vessels namely M. V. OEL GUJARAT. The said transaction was approved by the Shareholders vide Postal Ballot. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure VI. The Related Party Transactions are approved by the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

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

STATUTORY AUDITORS

M/s. PKF Sridhar & Santhanam LLP (Firm Registration No.003990S/S200018), Chartered Accountants, retire at the conclusion of the 27th Annual General Meeting and offer themselves for re-appointment. They have confirmed their eligibility and willingness to accept office, if re-appointed.

SECRETARIAL AUDITORS

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 III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has 11 Directors consisting of 5 Non Independent Directors including 2 Whole Time Directors and 6 Independent Directors.

The Company proposes to revise the remuneration of Mr. S. Ramakrishnan, Chairman & Managing Director. Profile of Mr. S. Ramakrishnan, as required by Clause 49 of the Listing Agreement, is given in the Report on Corporate Governance forming part of this Report.

Mr. Ritesh S. Ramakrishnan retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. This appointment forms part of the

Notice of the Annual General Meeting and the Resolution is recommended for your approval. Profile of Mr. Ritesh, as required by Clause 49 of the Listing Agreement, is given in the Report on Corporate Governance forming part of this Report. All the Independent Directors have affirmed their Independence under Section 149(6) of the Companies Act, 2013. The Company has obtained requisite declaration to that effect from the said Directors.

During the year under review, the members approved the appointments of Ms. Maya Sinha, Capt. Manmohan Saggi, Mr. Sethumadhava Ragothaman, Mr. Daniel Joseph, Mr. Amitabha Ghosh and Mr. Manil Venugopalan as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri S. Ramakrishnan as the Chairman and Managing Director and Mr. V. Ramnarayan as whole-time director, designated as Executive Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

During the year under review, the Company has designated the following persons as Key Managerial Personnel:

Sr. Name Designation No

1 Mr. S. Ramakrishnan Chairman & Managing Director

2 Mr.V. Ramnarayan Executive Director

3 Capt. Vivek Kumar Singh Chief Executive Officer

4 Mr. Rajesh Desai Chief Financial Officer

5 Ms. Namrata Malushte Company Secretary

BOARD MEETINGS

During the year 2014-15, the Board met seven (7) times during the year 2014-15. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 and Rules read thereunder, the Company has formed a Committee for Corporate Social Responsibility (CSR). The

members of the Committee have met twice on 16th February, 2015 and 2nd March, 2015. The Transworld Group has been undertaking the Social Responsibility over a period now. Thus the Company is dedicated to the Social Responsibility. It aspires to undertake a social cause thereby making a difference to the Society in its own way. The Company shall be adopting a structured approach for this and will shortly commence its activities. During the year, an amount ofRs. 7.62 lacs has been apportioned for the CSR. .

RISK MANAGEMENT

The Company has a Risk Management Policy in place wherein all associated business risks are factored, identified and assessed. In accordance with the provisions of Clause 49 of the Listing Agreement, the Company has a Committee for periodically evaluating the various risks. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

VIGIL MECHANISM

In line with Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. The functioning of the Audit Committee is reviewed by the Audit Committee and the Whistle Blower has direct access to the Chairman of the Audit Committee. The Policy on whistle blower may be accessed on the Company''s website atthe www.transworld.com/shreyas.

POLICY ON SEXUAL HARRASMENT

The Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31st March, 2015, the Company has not received any complaints pertaining to Sexual Harrasment.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 forms part of this Report as Annexure II.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the

most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. During the year, the Company has shifted its accreditation agency to Indian Register of Shipping (IRS). The Standard ISO 9001:2008 is valid upto 30th October, 2015.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary as on 31st March, 2015, Shreyas Relay Systems Limited. A detailed Directors Report and Accounts form part of this Annual Report.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors hereby state that:

(a) In the preparation of the annual accounts for the year ended 31-03-2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies were selected and applied consistently. The Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) Proper and sufficient care was taken for the maintenance

of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts are prepared on a going concern basis; and

(e) Internal financial controls are laid down and followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems

were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report as Annexure IV.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.

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

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo for the current year 2014-15, the position is as under:

Particulars (Rs in lacs)

(i) Foreign exchange earnings including 9,971.78 proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including 7,947.80 operating components, spareparts,vessel funding and other expenditure in foreign currency (on accrual basis)

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 forthe support and continued co-operation that the Company received from

the Government of India, the Ministry of Shipping, the Ministry of Finance, the Ministry of Corporate Affairs, the Directorate General of Shipping, the Mercantile Marine Department, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place : Mumbai S. Ramakrishnan Date :26th May,2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Sixth Annual Report and the audited accounts for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

Current Year Previous Year ended 31.03.2014 ended 31.03.2013 Rs. in Lacs Rs. in Lacs Operating Income 24816.26 20431.97 Other Income 128.77 201.75 Profit before Interest, Depreciation and Tax 3590.59 3400.65 Less: Interest 848.26 669.88 Depreciation 1546.57 1402.79 Profit before Tax and Prior Year Adjustment 1195.75 1327.98 Less: Exceptional Item 1909.91 -- Less: Provision for Current Taxation 96.61 65.00 Profit After Tax and Exceptional Items (810.77) 1262.98 Add: Balance brought forward from previous year 3851.04 2992.19 Amount available for appropriation 3040.26 4255.17 Appropriations: Transfer to Tonnage Tax Reserve 240.00 250.00 Proposed Equity Dividend 109.79 131.74 Tax on Equity dividend 18.66 22.39 Balance carried to Balance Sheet 2671.82 3851.04

DIVIDEND

In view of the performance of the Company, the Board of Directors recommends a Dividend of 6% on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty Sixth Annual General Meeting to be held on 12th August, 2014. The payment of dividend on equity shares will entail a cash outflow of Rs. 155 lacs including dividend distribution tax.

REVIEW OF OPERATIONS

Committed to its vision of nurturing Indian coastal shipping, Shreyas introduced two new unique services which were first of its kind for the Indian container shipping industry. The services connected the East and the West coast of India for containerized trade. These services were introduced on the eve of the Company''s 25th year of inception. Shreyas'' service also inaugurated the port of Kollam within the state of Kerala.

Shreyas sold one of its vessels M. V. Unity and will soon be replacing it with a vessel of higher tonnage. The intention is to build higher tonnage and optimize the overall age of the fleet.

The vessels carry mainly feeder and domestic cargo. Feeder cargo is the transshipment cargo for Main Line Operators (MLO) from hub ports to smaller ports since the big vessels cannot call all the Indian ports. Domestic cargo is the movement of cargo within India. The Company''s USP is its ability to generate cargo on the round voyage.

For the financial year ended 31st March, 2014, the turnover was Rs. 248.16 crores as against Rs. 204.32 crores for the year ended 31st March, 2013.

The wholly owned company Shreyas Relay Systems Limited (SRS) has made rapid progress in the various areas of transportation. It has posted a growth of 15 % in the top line. With a strong fleet of owned vehicles and containers, SRS has ventured into various segments of logistics. SRS proposes to additionally focus on the movement of special equipments and also creating a worldwide strong agents network.

At a consolidated level, the Company has posted a growth in the turnover of 25% from Rs. 388.89 crores in the year 2012-13 to Rs. 487.31 crores in the year 2013-2014.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 2.98 lacs being unclaimed dividend (final) for the year ended 31st March, 2006 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 30th October, 2015.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Capt. Man Mohan Saggi was appointed as an Additional Directors w.e.f 7th May, 2014.

The term of Mr. S. Ramakrishnan as Chairman & Managing Director expired on 31st March, 2014. He is proposed to be re-appointed for a further period of five years wef 1st April, 2014.

The term of Mr. V. Ramnarayan as Executive Director expired on 12th January, 2014. He is proposed to be re-appointed for a further period of five years wef 13th January, 2014.

Mr. S. Mahesh, Mr. L. B. Culas and Mr. Ritesh S. Ramakrishnan retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Mannil Venugopalan, Mr. S. Ragothaman, Mr. D. T. Joseph, Mr. Amitabha Ghosh, who were appointed as Non Executive Independent Directors retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Independent Directors for a fixed term of 5 years.

The above appointment and re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval. Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts along with the Directors'' and Auditors'' report for the year ended 31st March, 2014 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and SRS Freight Management Ltd, the subsidiary of Shreyas Relay Systems Limited are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2014;

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on 31st March, 2014;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors'' Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and Chief Financial Officer (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 26th Annual General Meeting and offer themselves for re-appointment. They have confirmed their eligibility and willingness to accept office, if re-appointed.

As regards the qualifications made by the Auditors, your Directors wish to state that the Company has a policy of amortising Dry dock Expenses over 30 months. Accordingly Rs. 256.32 Lacs out of unamortized amount at the beginning of the quarter have been charged to statement of profit and loss and balance amount of Rs. 469.09 lacs have been deferred to be amortised over the balance period. The Auditors have qualified their Review Report stating that this treatment is not in accordance with Accounting Standard and dry dock

expenses are overstated to the extent of Rs. 256.32 lacs for the quarter and overstated by Rs. 128.67 lacs for the previous quarter. Cumulatively the profit is overstated by Rs. 469.09 lacs as on 31st March 2013 (to the extent carried forward), and the entire expenses should have been charged off to statement of Profit and Loss in the respective quarter itself. However, in the opinion of the Board, the Company''s accounting treatment reflects the profit for the quarter/year more correctly. Further, the capitalisation of dry-dock expenditure (major inspection/ overhaul expenditure) is permitted by the draft new accounting standard on ''tangible fixed asset'' under consideration by the ICAI (para 15 of draft AS 10 (revised)).

The Company has exercised the option provided by the Government notification dated 29th December, 2011, in furtherance to the earlier Government Notification dated 31st March, 2009, under Accounting Standard 11 to capitalise/ adjust the foreign exchange differences arising on reporting of long term foreign currency monetary items in so far as they relate to acquisition of depreciable capital assets. Ministry of Corporate Affairs has clarified that borrowing costs as defined in Para 4(e) of Accounting Standard 16 ( borrowing costs) need not be excluded for such capitalisation under Accounting Standard 11 notification w.e.f. 1st April, 2011. This has vindicated the Company''s stand on the issue but only from 1st April, 2011. If the capitalisation had been done after adjusting the borrowing cost, depreciation for the quarter would have been less to the extent of Rs. 2.94 Lacs, Rs. 3.01 lacs for previous quarter, Rs. 11.94 Lacs for the year ended 31st March, 2014, Rs. 11.94 Lacs for the year ended 31st March, 2013 & cumulative depreciation overstated by Rs. 59.98 lacs. Rs. 212.28 lacs would have been charged to statement of profit and loss as a prior year expenses & the Fixed assets and Reserves would have been less by Rs. 152.30 Lacs. The Auditors have qualified this due to non-adoption of FAQ issued by ICAI (till 31st March, 2011). The Company does not agree with this interpretation of ICAI of the notification.

COST AUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

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

Under the Notification No. GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo, the position is as under:

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

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 endeavour 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, Securities and Exchange Board of India (SEBI), The Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. Your Directors also express their sincere thanks to the Indian National Shipowners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors Place: Mumbai S. Ramakrishnan Date: 26th May, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors are pleased to present the Twenty Fifth Annual Report and the audited accounts for the financial year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Current Year Previous Year ended 31.03.2013 ended 31.03.2012

Operating Income 20431.97 16769.25

Other Income 201.75 351.75

Profit before Interest, Depreciation and Tax 3400.65 2068.54

Less: Interest 669.88 379.69

Depreciation 1402.79 1159.94

Profit before Tax and Prior Year Adjustment 1327.98 528.92

Less: Provision for Current Taxation 65.00 (9.56)

Profit After Tax and Exceptional Items 1262.98 538.48

Add: Balance brought forward from previous year 2992.19 3528.67

Amount available for appropriation 4255.17 4067.15 Appropriations:

Transfer to Capital Redemption Reserve 800.00

Transfer to Tonnage Tax Reserve 250.00 60.00

Preference Dividend paid 75.17

Tax on dividend paid 12.19

Proposed Equity Dividend 131.74 109.79

Tax on Equity dividend 22.39 17.81

Balance carried to Balance Sheet 3851.04 2992.19



DIVIDEND

In view of the performance of the Company, the Board of Directors recommends a Dividend of 6 % on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty fifth Annual General Meeting to be held on 22nd July, 2013. The payment of dividend on equity shares will entail a cash outflow of Rs. 154.13 lacs including dividend distribution tax.

REVIEW OF OPERATIONS

During the year, your Company has acquired two container vessels thereby increasing its tonnage by over 90%. With this, your Company has six vessels out of which five vessels are deployed on the Indian coast. Your Company is dedicated towards enhancing the share of coastal shipping in the Indian transportation pie.

The vessels carry mainly feeder and domestic cargo. Feeder cargo is the transshipment cargo for Main Line Operators

(MLO) from hub ports to smaller ports since the big vessels cannot call all the Indian ports. Domestic cargo is the movement of cargo within India. Your Company''s USP is its ability to generate cargo on the round voyage.

The wholly owned company Shreyas Relay Systems Limited (SRS) has made rapid progress in the various areas of transportation. It has posted a growth of 56 % in the top line and 51% in the bottom line. With a strong fleet of owned vehicles and containers, SRS has ventured into various segments of road transportation. It has also made remarkable progress in the rail transportation. SRS proposes to additionally focus on the movement of special equipments and also creating a worldwide strong agents network. Thus, SRS is now poised to make a strong mark in the Indian logistics industry.

At a consolidated level, the Company has posted a growth in the top line of 44 % from Rs. 270.77 crores in the year 2011-2012 to Rs. 388.89 crores in the year 2012-2013. The Net Profit After tax was Rs. 15.40 crores in the current year and the cash profit wasRs.31.85 crores.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 4.87 lacs being unclaimed dividend (final) for the year ended 31st March, 2005 and Rs. 3.55 lacs being unclaimed dividend (interim dividend) for the year ending 31st March, 2006 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 30th October, 2015.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Mr. L. B. Culas, Mr. Mannil Venugopalan and Mr. S. Ragothaman retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

The above re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts alongwith the Directors'' and Auditors'' report for the year ended 31st March, 2013 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of Shreyas Relay Systems Limited are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2013;

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on 31st March, 2013;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors'' Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and General Manager- Finance & Accounts (Head of Accounts and Finance) (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 25th Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

As regards the observation made in the Auditor''s report, your Directors wish to state that in accordance with the regulations of International Maritime Organisation (IMO), every vessel is required to undergo a drydocking activity twice in a period of five years (about once every two and half years). Drydocking involves substantial cost and if the entire amount is absorbed in the same financial year, it does not reflect the appropriate and correct financial performance. India is also now preparing itself for IFRS. As per the IFRS, the drydocking expenses will be amortized to the date of the next expected dry docking. Further the capitalisation of drydock expenditure (major inspection/ overhaul expenditure) is also permitted by the draft new accounting standard on ''tangible fixed asset'' (para 15 of draft AS 10 (revised)) under consideration by the Institute of Chartered Accountants of India (ICAI). The Company has therefore changed the Accounting Policy in the current year for Drydock Expenses to amortising the drydock expenses over 30 months, whereas in the previous year such expenses were fully charged off to Statement of Profit and Loss in the year of incurrence itself. In view of the above, the Board of Directors opine that this accounting treatment reflects the profit for the year more correctly.

As regards the observation made in the Auditor''s report, your Directors also wish to state that the interpretation of the ICAI is not found in the notification issued by the Government of India and hence has no legal sanction. Accounting Standard-16 covers capitalisation of interest in projects in respect of ''qualifying assets'' and cannot be applied to all cases of capital expenditure. Such an interpretation by the Institute of Chartered Accountants of India has the effect of taking foreign exchange gains to the credit of capital expenditure but a major part of foreign exchange loss to interest expenditure, which cannot be the intention of the Government notification, which is to give relief to industries from violent negative fluctuations in foreign exchange. In our view the accounting treatment given by the Company is correct and helps reflect a true and fair view of profit for the year.

This has also been clarified by the Ministry of Corporate Affairs stating that the exchange rate difference regarded as adjustment to interest as defined in para 4 (e) of Accounting Standard 16 need not be excluded for capitalisation of exchange differences as permitted in Accounting Standard 11 Notification with effect from 1st April 2011.

COST AUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Under the Notification No. GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company as the shipping industry is not included in the Schedule to the relevant rules.

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

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 endeavour to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

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

For and on behalf of the Board of Directors

Place: Mumbai V. Ramnarayan

Date: 27th May, 2013 Executive Director


Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report and the audited accounts for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs in Lacs) Current Year ended Previous Year ended 31.03.2012 31.03.2011

Operating Income 16769.25 12687.62

Other Income 351.75 200.13

Profit before Interest, Depreciation and Tax 2068.54 2561.07

Less: Financial Cost 379.69 618.72

Depreciation 1159.94 1054.11

Profit before Tax and Prior Year Adjustment 528.92 888.24

Less: Provision for Taxation (9.56) 13.00

Profit After Tax and Exceptional Items 538.48 875.24

Add: Balance brought forward from previous year 3528.67 3207.20

Amount available for appropriation 4067.15 4082.44

Appropriations:

Transfer to General Reserve - 25.00

Transfer to Capital Redemption Reserve 800.00 -

Transfer to Tonnage Tax Reserve - 159.00

Dividend paid on Preference Shares 75.17 76.00

Tax on dividend paid on Preference Shares 12.19 12.62

Interim Dividend paid on Equity Shares - 109.79

Tax on Interim dividend on Equity Shares - 18.23

Proposed Dividend on Equity Shares 109.79 131.75

Tax on proposed dividend on Equity Shares 17.81 21.37

Net surplus in Statement of Profit and Loss Account 3052.19 3528.68

DIVIDEND

In view of the turnaround performance of the Company, the Board of Directors recommends a Dividend of 5% on the Equity shares for the current financial year. This Dividend is subject to the approval of the Members at the Twenty fourth Annual General Meeting to be held on 21st July, 2012.The Company has during the year paid dividend on Preference shares amounting to Rs 87.36 lacs including dividend distribution tax. The total outflow on account of Equity and Preference dividend is 2.14 crores including dividend distribution tax.

REVIEW OF OPERATIONS

During the year, the turnover of the Company increased from Rs 126.87 crores in the previous year to Rs 167.69 crores in the current year. In the previous year 2010-11, the expenditure on fuel oil constituted 36% of the revenue which has increased to 44% during the current year. This constituted an impact of 8% on the EBIDTA. The Company was able to successfully pass on some expenses to the customers and also had better utilization of tonnage. Therefore the Company has been able to post a Profit After Tax of Rs 5.38 crores and cash profit of Rs 16.98 crores

As regards, containerized logistics, Shreyas has through its wholly owned subsidiary Shreyas Relay Systems Limited (SRS), ventured into road transportation, warehousing and rail movement. SRS now has moved towards a complete backward integrated model thereby offering its clientele various services. Shreyas is now concentrating on the Lead Logistics Provider concept whereby it offers a single window solution to its clients for their entire logistics needs.

SRS has added branches and satellite branches at various locations within India. It has also hired adequate manpower in view of its expansion plans in the logistics space including road, rail transportation and freight forwarding. The turnover of the Company increased more than 50% from Rs 113.31 crores to Rs 172.18 crores. However given the gestation period, the Company has been able to post a Net Profit of the wholly owned subsidiary of Rs 2.19 crores and cash profit of Rs 4.07 crores.

At a consolidated level, the Company has been able to achieve a top line growth of over 42% from Rs 190.38 crores in the year 2010- 2011 to Rs 270.77 crores in the year 2011-2012. The Net Profit After tax was Rs 5.63 crores in the current year and the cash profit was Rs 19.13 crores.

As requested by the preference shareholders, the Company has early redeemed 9.50% Non convertible Cumulative Redeemable Preference Shares of Rs 100/- each on 28th March, 2012 out of internal accruals. The Company has created Capital Redemption Reserve to that effect.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure I to this Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956 an amount of Rs 2.98 lacs being unclaimed dividend (interim dividend) for the year ending 31st March, 2005 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one of the most critical components for success in the competitive market and therefore, consistently strive to adhere to the highest quality standards. Shreyas has been re-certified by DNV Quality Registrar in accordance with the Standard ISO 9001:2008 upto 31st October, 2012.

Moving forward, the Company shall continue to further strengthen its processes by adopting best-in-class standards.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the year under review.

DIRECTORS

Mr. D. T. Joseph and Capt. P. P. Radhakrishnan retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Ritesh Ramakrishnan was appointed as an Additional Director w.e.f 30th May, 2012.

The above appointment and re-appointments form part of the Notice of the Annual General Meeting and the Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement, are given in the Report on Corporate Governance forming part of this Report.

SUBSIDIARY COMPANY

In compliance with the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts alongwith the Directors' and Auditors' report for the year ended 31st March, 2012 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of Shreyas Relay Systems Limited are annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief, in respect of the year ended on 31st March, 2012;

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on 31st March, 2012;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure II to this Report alongwith the Auditors' Certificate on its compliance by the Company (Annexure IV) and applicable certification of the Chief Executive Officer and Chief Financial Officer (Annexure III).

AUDITORS

M/s. PKF Sridhar & Santhanam, Chartered Accountants, retire at the conclusion of the 24th Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

As regards the observation made in the Auditor's report, your Directors wish to state that the interpretation of the Institute of Chartered Accountants of India is not found in the notification issued by the Government of India and hence has no legal sanction. Accounting Standard-16 covers capitalisation of interest in projects in respect of 'qualifying assets' and cannot be applied to all cases of capital expenditure. Such an interpretation by the Institute of Chartered Accountants of India has the effect of taking foreign exchange gains to the credit of capital expenditure but a major part of foreign exchange loss to interest expenditure, which cannot be the intention of the Government notification, which is to give relief to industries from violent negative fluctuations in foreign exchange. In our view the accounting treatment given by the Company is correct and helps reflect a true and fair view of profit of the year.

COSTAUDIT

The Central Government has not recommended cost audit of the Company during the year under consideration.

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

Under the Notification No.GSR 1029, dated 31st December, 1988, companies are required to furnish prescribed information regarding conservation of energy and technology absorption. This, however, does not apply to your Company, as the shipping industry is not included in the Schedule to the relevant rules.

With regard to foreign exchange earnings and outgo, the position is as under:

Sr. Particulars Rs in Lacs No. (2011-12)

(i) Foreign exchange earnings including 5,852.56 proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including 5,885.32 operating components and spare parts and other expenditure in foreign currency (on acc rual basis)

PERSONNEL

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of section 219(1)(b)(iv) of the said Act, this Report and the Accounts Statement are being sent to all Shareholders excluding the Statement of Particulars of Employees under section 217(2A). Any Shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGMENTS

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 endeavour 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 Company 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 Ship Owners Association, Port authorities, Insurance companies, Protection and Indemnity clubs for their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan

Date: 30th May, 2012 Chairman & Managing Director

 
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