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Directors Report of Shreyas Shipping & Logistics Ltd.

Mar 31, 2019

The Directors are pleased to submit the Thirty First Annual Report of the Company together with the Audited financial Statements (Consolidated and Standalone) along with Auditorsâ Report for the financial year ended March 31, 2019.

FINANCIAL RESULTS:

Rs. In Lacs

Particulars	Consolidated		Standalone
	2018-2019	2017-2018	2018-2019	2017-2018
Revenue from Operations	62,479	54,059	62,479	54,059
Other Income	230	359	282	359
Profit/Loss before Interest, Depreciation, Finance Cost and Tax Expense	7,265	11,512	7,317	11,512
Finance Cost	1,893	1,277	1,893	1,277
Depreciation	2,087	1,902	2,087	1,902
Profit/Loss before Finance cost and Tax, Prior Year Adjustment & Exceptional Item	3,285	8,333	3,337	8,332
Exceptional Item	95	(129)	95	(129)
Share of profit of an associate & a joint venture	(368)	1431	-	-
Deferred Tax	(17)	343	15	25
Current Tax	52	88	52	88
Profit/ (Loss) After Tax	2,977	9,204	3,365	8,090
Other Comprehensive Income / Loss	(442)	(187)	(652)	(161)
Total Comprehensive Income / (Loss)	2,535	9,017	2,713	7,929
Balance Brought Forward from Previous Year	26,536	19,046	15526	9,141
Amount Available for Appropriation	-	28,250	-	17,232
Appropriations:
Transfer to Tonnage Tax Reserve	(630)	(1,550)	(630)	(1,550)
Re-measurement of deferred benefit plans	(53)	(57)	(53)	(49)
Dividend paid on equity shares	(396)	(107)	(396)	(107)
Balance Carried Forward to Balance Sheet	28430	26,536	17812	15,526

DIVIDEND

The Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. The Board of Directors are pleased to recommend a final dividend of 12% (Rs. 1.20/-) for the Financial year 2018-2019.

The Final dividend, subject to the approval of Members at the Annual General Meeting on Saturday, 20^th July 2019, will be paid to the Members on or after 24^th July 2019, to the members whose name appear in the Register of Members as on Book closure dates, i.e. from Saturday,13^th July 2019 to Saturday,20^th July 2019 (both days inclusive). The Final Dividend will absorb Rs. 318 lakhs, including Dividend Distribution Tax of Rs. 54.17 lakhs.

UNPAID/UNCLAIMED DIVIDEND TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Interim and Final Unclaimed/ Unpaid dividends for the year 2010-2011, totaling to Rs. 4,23,880/- (Rs. 1,95,766 towards interim dividend and â2,28,114 towards final dividend) and 128511 shares for 2010-11 (Interim) while 9042 shares for 2010-11 (Final) were transferred during the financial year 2018-19 to the Investor Education and Protection Fund.

Ms. Asha Prakash has been appointed as the Nodal Officer of the company under the provisions of IEPF and the same can be accessed at www.transworld.com/shreyas-shipping-and-logistics/investor-grievance-redressal.html.

SHARE CAPITAL

The Companyâs paid up Equity Share capital continues to stand at Rs. 21,95,75,330/- as on March 31, 2019. During the year, the company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.

FINANCIAL LIQUIDITY

Cash and cash equivalent as at March 31, 2019 was Rs. 880 lakhs.

The companyâs working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters.

TECHNOLOGY ABSORPTION

During the year, your Companyâs finance and operation team were engaged in a big transformational project that would enable centralization and simplification of the accounting and control processes. The company intends to roll out Oracle based software this year that will change the way the finance team functions and partners business in your Company. The software has been built around core performance management processes such as forecasting, budgeting and planning, as well as providing decision support in key areas. It will focus on specific core business processes and decision support topics, enabling the team to develop deeper expertise and greater subject matter knowledge.

REVIEW OF OPERATIONS

The year 2018-2019 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. The HRCI index was 746 points in the beginning of the year while HRCI index closed at 650 points at the end of the financial year.

With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired one vessel, namely SSL KRISHNA (2,490 teus) at USD 8.250 million.

Besides handling containerized cargo, the company has also handled coastal break bulk cargo in this year and has handled 138636 metric tons cargo along with 186872 metric tons on account of Tata Steel.

The Companyâs current fleet stands at 13 vessels, with a total capacity 24,519 Teus, 2,66,258 GRT and 3,36,573 DWT, being Indiaâs largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, the Companyâs services are well planned to provide complete coastal coverage and thus well suited for the trade. The company serve approximately 80% of EXIM transshipment along Indian coast.

The company contributes approx. 50% to 55% on the domestic coastal trade.

For the year ended March 31, 2019, your Company posted a Total Income of Rs. 62761 lakhs with a Net Profit of Rs. 3365 lakhs.

CREDIT RATING

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligation. CRISIL, the reputed Rating Agency has re-affirmed the credit rating of CRISIL A-/ STABLE for long term financial instruments of the company on August 31, 2018.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the current year, Company acquired one vessel, thereby adding 2,490 TEUs capacity. This will have positive impact on the future performance of the Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.

UPDATE ON SSL KOLKATA

Your company had informed the Members about an explosion that occurred on the Vessel m. v. SSL Kolkata on June 13, 2018 at approximately 22:00 (local time) at Sand heads of Kolkata port and later the vessel was declared as total loss.

The Insurerâs surveyor and average adjuster appointed by the Company with the concurrence of the insurer, had submitted their reports with a confirmation on the amount of total claim against the insurance contract. All substantive procedures necessary for quantifying the claim payable by the insurance company were carried out by the company during the year ended 31^st March 2019.

The Company has received the insurance claim amount to the tune of Rs. 30,00,00,000/- (Rupees Thirty crore) on 30^th April 2019 towards the fire incident on the vessel SSL Kolkata.

STATUTORY AUDITORS

M/s. Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/W100018) Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting subject to the ratification of Members at each Annual General Meeting.

Pursuant to the recent amendment to Section 139 of the Companies Act, 2013, effective 7^th May, 2018, ratification by Members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. M/s. Deloitte Haskins and Sells LLP have given a confirmation of their eligibility for their continuance as the Auditors of the Company and that they are free from any disqualification specified in the statute.

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

REPORTING OF FRAUD

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

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

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) and has adopted a CSR policy in line with the requirement of the Act. The members of the Committee met thrice during the year. The Annual report on CSR activities and expenditure as required under the relevant act is given as Annexure 3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the MD and CFO.

During the period under review, all transactions entered into by the Company with the Related Parties were at armâs length and in the ordinary course of business and adheres to the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interest of the company at large or which warrants the approval of the shareholders.

In accordance to Section 134 (3)(h) of the Companies Act 2013 and Rule 8 (2) of the Companies (Accounts) Rules 2014, the particulars of the material contract or arrangement entered into by the company with related parties referred to in Section 188 (1) in Form AOC-2 is attached as Annexure 2 of this Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 has been placed on the website of the Company and can be accessed at www.transworld.com/shreyas-shipping-and-logistics/annual-report.html.

MANAGEMENT DISCUSSION AND ANALYSIS

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

REPORT ON CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, 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, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and Investment made by your company under Section 186 of the Companies Act, 2013, during the financial year 2018-2019 are appended in the Notes to Financial Statements.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2019, your Company has transferred a profit of Rs. 3365 lakhs to Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Companyâs Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the company and devote adequate time to the meetings. The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.

As on March 31, 2019, the Company has 12 Directors consisting of 5 Non- Independent Directors (including 1 Whole Time Directors), 6 Independent Directors and 1 Nominee Director.

The members in the last Annual General Meeting held on 20^th July 2018 have appointed Mr. Ramakrishnan Sivaswamy Iyer as whole time director designated as Executive Chairman (non-KMP) for a period of 3 years ending on March 31, 2021.

Capt. Vivek Kumar Singh was appointed as the Managing Director of the company at the Annual General Meeting held on July 20, 2018 for a period of 3 years ending on March 31, 2021.

Mr. L. B. Culas was re-appointed as the Director of the company as approved by the members at the last Annual General Meeting held on July 20, 2018.

During the year, Mr. Amitabha Ghosh resigned from the Board with effect from May 8, 2018 due to personal reasons. The Board of Directors placed on record their appreciation for the contribution by Mr. Amitabha Ghosh during his tenure as an independent Director of the Company.

Mr. Satish Pillania was appointed as the Director of the Company, as approved by the members at the last Annual General Meeting held on July 20, 2018.

As per the provisions of the Companies Act, 2013, Independent Directors have been appointed for a period of 5 years and shall not be liable to retire by rotation. The Independent Directors of your company have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015. The Company has obtained requisite declaration to that effect from the said Directors.

The appointment of Mr. Deepak Shetty as an Independent Director was approved by the members at the Annual General Meeting held on July 20, 2018 for a consecutive period of five years.

The re-appointment of the other Independent Directors namely Mr. Daniel Travelyn Joseph, Mr. Mannil Venugopalan, Capt. Man Mohan Saggi, Mr. S. Ragothaman and Ms. Maya Sinha was approved by the members at the Annual General Meeting held on July 20, 2018 for second term of five consecutive years w.e.f. 1^st April 2019 to 31^st March 2024.

Mr. Utpal Suhas Gokhale was appointed as a Nominee Director by the Board of Directors at its meeting held on 07^th February 2019.

Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-executive directors and executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulations, 2015, the evaluation process for the performance of the Board, its Committees and individual Directors was carried out internally. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The Company familiarizes its Directors including independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through on various programs.

The familiarization programme for Independent Directors is disclosed on the Companyâs website under the web link: www.transworld.com/shreyas-shipping-and-logistics/policies. html.

In a separate meeting of Independent Directors held on March 27, 2019, performance evaluation of the NonIndependent Directors and the entire Board of Directors including the Chairman and Managing Director was evaluated. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

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 March 31, 2019:

- Capt. Vivek Kumar Singh, Managing Director

- Mr. Rajesh Desai, Chief Financial Officer

- Ms. Asha Prakash, Company Secretary

*During the year, Ms. Asha Prakash was appointed as the Company Secretary w.e.f. 07^th May 2018 in place of Ms. Namrata Malushte who resigned on 07^th May 2018.

POLICY ON APPOINTMENT AND REMUNERATION

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and senior management of the company as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination and Remuneration Committee and the Board of Directors while making a selection of the candidates. The Nomination and Remuneration Policy of the Company is available on the Companyâs website under the web link: www.transworld. com/shreyas-shipping-and-logistics/policies.html.

BOARD MEETINGS AND COMMITEES

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses. During the year 2018-19, the Board met seven times. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulation 2015. Details of all the Committees of the Board have been given in the Corporate Governance Report.

AUDIT COMMITTEE

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

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has set up a Risk Management Committee for periodically evaluating the various risks. Your company has also adopted Risk Management Policy wherein all associated business risks are factored, identified and assessed. The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices and key business areas. The main thrust of Internal Auditor is to test and review controls, appraisal of risks and business processes, beside benchmarking controls with best practices in the industry.

Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening the Companyâs risk management policies and systems.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Companyâs vigil mechanism allows the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct/business ethics. The vigil mechanism provides for adequate safeguards against victimization of the Director (s) and employee (s) who avail this mechanism. The Company has revised the Whistle Blower policy and has also inserted instances of leakage of Unpublished price sensitive information in terms of SEBI (LODR) Regulations 2015 as amended from time to time.

All cases registered under Whistle Blower Policy of your Company are to be reported to and are subject to the review of the Audit Committee. The Whistle Blower also has access to the Chairman of the Audit Committee in case they wish to report any concerns. The Policy on whistle blower may be accessed on the Companyâs website www.transworld.com/ shreyas-shipping-and-logistics/policies.html.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Respect and Integrity are a part of our Core values. These Value systems have been passed down to us by our Founding Father. Your Company firmly believes in providing a safe, supportive and a friendly workplace environment where our values come to life through the supporting behaviors. Your company believes in providing and ensuring a workplace free from discrimination and harassment based on gender thereby providing a friendly workplace environment. Your company has created a Policy for Prevention of Sexual Harassment of Women at Workplace to seek recourse and redressal to instances of sexual harassment. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year ended March 31, 2019, the Company has not received any complaints pertaining to Sexual Harassment.

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 the company 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 9001:2015 is valid up to October 29, 2021.

DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act 2013 (herein referred to as âThe Actâ) and the Rules framed thereunder during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. Since the Company has not accepted any deposits during the financial year ended March 31, 2019, there has been no non-compliance with the requirements of the Act.

MAINTENANCE OF COST RECORDS

In accordance with Section 148 of the Companies Act 2013 and any amendments thereto, the Company is not required to maintain cost records in respect of the activities carried on by your Company hence there is no applicability of maintaining cost records or carry out cost audit.

SUBSIDIARY. ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2019, the Company does not have any subsidiary company and hence there is nothing to disclose.

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

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

The Policy for determining Material Subsidiaries adopted by the Board pursuant to Regulation 16 of the Listing Regulations, can be accessed on companyâs website.

CONSOLIDATED ACCOUNTS

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

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 (3)(c) and 134 (5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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

c. that proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts are prepared on a going concern basis;

e. that proper internal financial controls laid down by the Directors were followed by the company and such internal financial controls are adequate and were operating effectively; and

f. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report. As per the provisions of section 136 of the Act, the report and financial statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the corporate secretarial department at the registered office of the company.

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

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

With regards to foreign exchange earnings and outgo for the current year 2018-19, the position is as under:

AWARDS AND RECOGNITIONS

Your company was recognized with many prestigious and diverse external accolades during the financial year which includes:

- India Maritime Awards 2018: Coastal Service Operator of the Year

- Maritime And Logistics Awards (MALA) for the year 2018: Best Shipping Line of the Year: Coastal Operator

- Gujarat Star Awards: Best Shipping Line of the Year: Coastal Operator 2018

- Awarded the prestigious âIndia CSR Awardâ in the category of âCommunity Developmentâ at India CSR Network Summit & Awards 2019

- Mr. Rajesh Desai, Chief Financial Officer has been awarded as the winner in Services Category at the Financial Express CFO Awards 2019

GENERAL DISCLOSURE

Your Directors state no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme

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

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

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

6. No fraud has been reported by auditors under subsection (12) of section 143.

CAUTION STATEMENT

The Boardâs Report and Management Discussion & Analysis may contain certain statements describing the Companyâs 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 Companyâs operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

ACKNOWLEDGEMENTS

Your Directors thank the Companyâs clients, vendors, charterers, business associates, main line operators, investors, shareholders and bankers for their continued support during the year. It will be your Companyâs endeavor to build and nurture strong links with them based on mutuality, respect and co-operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

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

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan Capt. Vivek Kumar Singh

Date: May 28, 2019 Executive Chairman Managing Director

DIN: 00057637 DIN: 07835635

Mar 31, 2018

The Members,

The Directors are pleased to present the Thirtieth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2018.

financial RESULTS:

'' In Lacs

Particulars	current Year ended on 31st March, 2018	Previous Year ended on 31st March, 2017
Operating Income	54,059	37,016
Other Income	359	557
Profit before Interest, Depreciation and Tax	11,512	5,551
Borrowing Cost	(1,277)	(1,009)
Depreciation	(1,902)	(1,756)
Profit before Tax, Prior Year Adjustment & Exceptional Item	8,333	2,786
Exceptional Item	(129)	(2,320)
Prior Year Adjustment	-	-
Provision for Tax	88	135
Profit/ (Loss) After Tax	8,091	352
Balance Brought Forward from Previous Year	9,141	9,612
Amount Available for Appropriation	17,232	9,964
Appropriations:	-	-
Transfer to Tonnage Tax Reserve	(1,550)	(475)
Interim Equity Dividend	-	-
Re-measurement of deferred benefit plans	(49)	(4)
Proposed Equity Dividend	(107)	(344)
Tax on Equity dividend	-	-
Balance carried Forward to Balance Sheet	15,526	9,141

DIVIDEND

Your Company proposes a Dividend of 15% (Rs, 1.50/-) for the year 2017-2018 subject to approval of shareholders at the ensuing Annual General Meeting of the company to be held on 20th July 2018. The dividend will be paid to the Members whose name appear in the Register of Members as on 20lh July, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

REVIEW OF OPERATIONS

The year 2017-2018 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. The HRCI ended the first quarter of year 2018 up 19.5% from the start of the year and 19.7% higher than late March 2017.

Whilst the HRCI has been moving upward to reach 750 points by end March 2018, the SCFI (Shanghai containerized freight Index) has reduced by 20% since the start of the year and current level is at par with mid-2016.

With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired four vessels, out of which 2 MPP vessel namely SSL SABARIMALAI (1118 teus) at USD 4.4 million and SSL BALAJI (671 Teus) at USD 3.4 million were acquired, while the remaining two vessels namely SSL BRAHMAPUTRA (4273 teus) at USD 8 Million and SSL GANGA (1541 Teus) at USD 3.625 Million were also acquired. The Company also sold SSL SAGARMALA which was due for special survey and dry docking.

Besides handling containerised cargo, SSLL commenced handling coastal break bulk cargo in the 2nd half of year 2017 and handled 107,324 MT cargo during the year, mainly steel products of RINL and

JSW, besides some project cargo. RINL commenced coastal movement of steel products for the first time venturing into modal shift from land to sea mode.

Resultantly the Company''s current fleet stands at 13 vessels, with a total capacity 23143 Teus, 315722 DWT, being India''s largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, the Company''s services are well planned to provide complete coastal coverage and thus well suited for the trade.

For the year ended 31st March, 2018, your Company posted a Total Income of Rs, 544.18 crores with a Net Profit of Rs, 80.91 crores.

statutory auditors

M/s Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/ W100018) Chartered Accountants, were appointed as Statutory Auditors of your Company for a term of 5 years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting subject to the ratification of Members at each Annual General Meeting.

A written consent from them has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditor satisfy the criteria provided in Section 141 of the Companies Act.

The resolution seeking ratification of their appointment has been included in the Notice of Annual General Meeting.

material changes and commitment affecting financial position of the company

During the current year, Company acquired four vessels, thereby adding 7603 TEUs capacity and also sold one of its old vessel in the

fleet. This will have positive impact on the future performance of the Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.

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

related party transactions

During the period under review, all transactions entered into by the Company with the Related Parties were at arm''s length and in the ordinary course of business as required under section 1 88 of the Companies Act, 2013. There was no material transaction with any Related Party. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 2. All the Related Party Transactions have a prior approval of the Audit Committee.

corporate social responsibility

In compliance with Section 1 35 of the Companies Act, 201 3 and Rules read there under, the Company has formed a Committee for Corporate Social Responsibility (CSR). The members of the Committee met twice during the year. The Company is looking to address the lack of quality education and empowerment opportunities among the lesser privileged children through holistically designed programs under its CSR initiative. During the year, the company has spent Rs, 20 lacs on this initiative. A detailed report forms part of this Report as Annexure 3.

extract of ANNUAL return

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 201 3 read with relevant Rules framed there under, the extract of Annual Return as on 31st March, 2018 forms part of this Report as Annexure 4.

management discussion and analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.

report on corporate governance

As required by Regulation 34(3) of the Listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure 6 to this Report alongwith the Auditors'' Certificate on its compliance by the Company and applicable

certification of the Chief Executive Officer and Chief Financial Officer and Declaration by the Managing Director affirming compliance with Code of Conduct for the year under review

loans, guarantee and investments

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

transfer to reserves

For the financial year ended 31st March, 2018, your Company has not transferred any amount to Reserves.

investor education and protection fund

In accordance with provisions of the Companies Act, 201 3, an amount of '' 1,95,766 being unclaimed dividend (interim) for the year ended 31st March 2011 was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

significant and material orders passed by the regulators or others

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

directors and key managerial personnel

As on 31st March, 2018, the Company has 11 Directors consisting of 4 Non- Independent Directors (including 2 Whole Time Directors) and 7 Independent Directors.

Mr. Ritesh S. Ramakrishnan was re-appointed as the Director of the company, as approved by the members at the last Annual General Meeting held on July 21, 2017

In accordance with the provisions of 152 (6) of Act and the Article of Association of the Company, Mr. L B Culas is proposed to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible for reappointment. The Board recommends his reappointment.

Capt. V. K. Singh was appointed as the Whole Time Director of the company, as approved by the members at the last Annual General

Meeting held on July 21, 2017

During the year, Mr. V. Ramnarayan has tendered his resignation from the Board of Directors of the Company with effect from 29th March, 2018. The Board of Directors place on record their appreciation for the contribution by Mr. V. Ramnarayan during his tenure as Director Mr. V Ramnarayan being a promoter, continues to hold 1,09,375 equity shares (0.50%) in the Company.

Mr. Deepak Shetty was appointed by the Board of Directors at its meeting held on 13th February,2018 as an Additional Director

(Non-Executive Independent Director) with effect from 13th February,2018. He shall hold office till the conclusion of the Annual

General Meeting.

All the Independent Directors have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015.The Company has obtained requisite declaration to that effect from the said Directors.

In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulations, 2015, the evaluation process for the performance of the Board, its Committees and

individual Directors was carried out internally.

The Independent Directors met on 26th March, 2018 to review performance evaluation of the Non Independent Directors and the entire Board of Directors including the Chairman and Managing Director and Executive Director. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards.

The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

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

Sr. No.	Name	Designation
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

*Ms. Namrata Malushte resigned on 07th May 2018 while Ms. Asha Prakash was appointed as the Company Secretary w.e.f. 07th May

2018

BOARD MEETINGS

During the year 2017-18, the Board met five times. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

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 Regulation 22 of SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015 of the Listing Agreement, the Company has adopted a Whistle Blower Policy. The mechanism encourages the Whistle Blower to report genuine concerns or grievances. It also provides adequate safeguard to the Whistle Blower against victimization. I he 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 www.transworld. com/shreyas.

policy on sexual harrasment

Your Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31st March, 2018, the Company has not received any complaints pertaining to Sexual Harassment.

QUALITY

Quality, integrity and safety have been core to the Company. We firmly believe that the pursuit of excellence is one ol 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 up to 14th September 2018.

FIXED DEPOSITS:

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

SUBSIDIARY company:

As on 31st March, 2018, the Company has no subsidiary.

consolidated accounts

The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Form AOC-1 in this regard forms part of this Annual Report.

directors'' responsibility statement:

In terms of clause (c) of sub-section (3) of Section 1 34 of the Companies Act, 2013, the Directors hereby state that:

(a) In the preparation of the annual accounts for the year ended 31 st March, 201 8, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. S. Ramakrishnan, Chairman & Managing Director of the Company draws remuneration in excess of the limits specified under the Act. The details of his remuneration is provided in the Financial Statements which forms part of this Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 1 97(1 2) of the Act read with Rule 5(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of Remuneration Of Each Director To The Median Remuneration Of The Employees For The Year 2017-18:

sr. Name of the No. Director

Ratio of Remuneration To The Median Remuneration of The Employees

I Mr. S. Ramakrishnan,

Chairman & Managing Director

43.46:1

2 Capt. Vivek Kumar Singh, Chief Executive Officer & Executive Director

14.25:1

2. The Percentage Increase in Remuneration of Each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

sr. No.	Name	percentage increase in Remuneration
1	Mr. S. Ramakrishnan, Chairman & Managing Director	150.76%
2	Mr. V. Ramnarayan, Executive Director	N.A
3	Capt. Vivek Kumar Singh, Chief Executive Officer & Executive Director	41.46%
4	Mr. Rajesh Desai, Chief Financial Officer	23.35%
5	Ms. Namrata Malushte, Company Secretary	35.26%

3. The Percentage Increase in The Median Remuneration of

Employees in The Year 2017-18: -11.24%

4. The No. Of Permanent Employees on The Rolls of The Company: 42

5. Average Percentile Increase Already Made in Salaries of Employees Other Than The Managerial Personnel In The Last Financial Year And Its Comparison With The Percentile Increase In The Managerial Remuneration And Justification Thereof

And Point Out If There Are Any Exceptional Circumstances For Increase In Managerial Remuneration

other than managerial personnel

managerial

remuneration

comparison of remarks remuneration

12.42%

92.81%

The remuneration In view of of KMP includes the Net remuneration paid Profits, the to Chairman and commission Managing Director was not paid (CMD). As approved to the CMD by the shareholders during the in the previous year.

AGM, CMD is paid commission as a percentage of Net Profit.

6. The Remuneration Paid to The Key Managerial Personnel is As per The Nomination and Remuneration Policy of The Company

conservation OF ENERGY, technology ABSORPTION-FOREIGN exchange EARNINGS AND OUTGO:

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

With regard to foreign exchange earnings and outgo for the current year 2017-18, the position is as under:

( Rs, in lacs)

(i) Foreign exchange earnings including proceeds	19,874
on sale of ship (on accrual basis)
(ii) Foreign exchange outgo including operating	19,538
components, spare parts, 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.

For and on behalf of the Board of Directors

Place: Mumbai S. Ramakrishnan

Date: 25th May, 2018 Executive chairman

Mar 31, 2017

The Directors are pleased to present the Twenty Ninth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS:

Rs. In Lacs

Particulars	Current Year ended on 31^st March, 2017	Previous Year ended on 31^st March, 2016
Operating Income	37,016.18	31,299.99
Other Income	557.23	508.85
Profit before Interest, Depreciation and Tax	5,613.98	7,507.88
Borrowing Cost	(996.36)	(890.94)
Depreciation	(1,755.72)	(1,598.76)
Profit before Tax, Prior Year Adjustment & Exceptional Item	2,861.90	5,018.17
Exceptional Item	(2,319.70)	-
Provision for Tax	134.65	150.38
Profit/ (Loss) After Tax	407.55	4,867.80
Balance Brought Forward from Previous Year	9263.00	5,688.76
Amount Available for Appropriation	9,670.55	10,556.56
Appropriations:
Transfer to Tonnage Tax Reserve	(475.00)	(950.00)
Proposed Equity Dividend	-	(285.45)
Tax on Equity dividend	-	(58.11)
Balance Carried Forward to Balance Sheet	9,195.55	9,263.00

DIVIDEND

Your Company proposes a Dividend of 1 0% (Re. 1 /-) for the year 2016-2017. The dividend will be paid to the Members whose name appear in the Register of Members as on 21^st July, 2017. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

REVIEW OF OPERATIONS

The year 2016-2017 continued to be a challenging year with ocean freights under pressure supplemented with increase in fuel prices. However towards the close of the financial year, the overall scenario appeared encouraging with the rise in container index globally.

On certain sectors, the freight rates have witnessed northward movement coupled with increase in volumes. Your Company continued to concentrate at rationalizing tonnage and services to achieve better asset utilization and reduction in operating cost.

Your Company''s focus has been on the development of coastal trade as well as feeder services on the East coast which has resulted positively and has facilitated development of Krishnapatnam container terminal as a transshipment hub for the Company as well as for other shipping lines where transshipment port changed from the erstwhile Singapore to Kirshnapatnam.

With a view to cater the enhanced trade on the east coast of India, and in view of the increased utilization of our asset, your Company acquired two vessels namely SSL DELHI (2500 Teus), at USD 3.87 Million and SSL KOLKATA (1100 Teus) at USD 3.875 Million. Both the vessels are deployed by your Company on the Indian coast. Your Company also sold SSL Trust which was very high on operating costs and was due for special survey and dry docking. Resultantly your Company''s current fleet stands at 10 vessels, with a total capacity 16109 Teus, 226099 DWT, being India''s largest container tonnage owning company. The current container ship tonnages are right sized and priced to suit the coastal trade. In addition, your Company''s services are well planned to provide complete coastal coverage and thus well suited for the trade.

During the year under review, 4 vessels namely SSL Gujarat, SSL Kochi, SSL Visakhapatnam and SSL Mumbai have undergone dry docking. These vessels were therefore not available in service for 108 days throughout the year. There was no special survey due for any vessel. For the year ended 31^st March, 2017, your Company posted a Total Income of Rs. 370.16 crores with a Net Profit of Rs.4 crores.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 201 3, the present Statutory Auditors M/s PKF Sridhar And Santhanam LLP (Firm Registration No.003990S/S200018), Chartered Accountants, have completed their term as stipulated under Section 139 of the Companies Act, 2013 and therefore shallvacate office at the conclusion of the forthcoming 29^th Annual General Meeting.

The Company is proposing to appoint M/s Deloitte Haskins and Sells LLP (Firm Membership No. 117366W/W100018) Chartered Accountants, as Statutory Auditors for a period of 5 years commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting. M/s Deloitte Haskins and Sells LLP have consented to the said appointment and confirmed that their appointment, if made would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and relevant Rules framed there under.

The Audit Committee and the Board of Directors at their respective meetings recommend the appointment of M/s Deloitte Haskins & Sells LLP(Firm Registration No117366W/W100018), Chartered Accountants as Statutory Auditors for a period of 5 years commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

The Board of Directors wish to place on record its sincere appreciation for the invaluable contribution of M/s PKF Sridhar and Santhanam LLP Chartered Accountants during their tenure as Statutory Auditors of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the current year, your Company acquired two vessels, thereby adding 3,580 TEUs capacity and also sold one of its old vessel in the fleet. This will have positive impact on the future performance of your Company whereby the operating income would increase and with fuel efficient fleet, the operating expenses are expected to be controlled.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 ol the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s D. M. Zaveri & Co. a Arm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure 1. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

During the period under review, all transactions entered into by your Company with the Related Parties were at arm''s length and in the ordinary course of business as required under section 1 88 of the Companies Act, 201 3. There was no material transaction with any Related Party. Your Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 2. All the Related Party Transactions have a prior approval of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 1 35 of the Companies Act, 201 3 and Rules read there under, your Company has formed a Committee for Corporate Social Responsibility (CSR). The members of the Committee met twice during the year. Your Company is looking to address the lack of quality education and empowerment opportunities among the lesser privileged children through holistically designed programs under its CSR initiative. During the year, the company has spent Rs.11 lacs on this initiative. A detailed report forms part of this Report as Annexure 3.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 201 3 read with relevant Rules framed there under, the extract of Annual Return as on 31^st March, 2017 forms part of this Report as Annexure 4.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.

REPORT ON CORPORATE GOVERNANCE

As required by Regulation 34(3) of the listing agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance is given as Annexure 6 to this Report along with 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 Chief Executive Officer 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 31^st March, 2017, your Company has not transferred any amount to Reserves.

INVESTOR EDUCATION AND PROTECTION FUND

In accordance with provisions of the Companies Act, 2013, there were no transfers during the year to the Investor Education and Protection Fund established by the Central Government.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2017, your Company has 10 Directors consisting of 4 Non- Independent Directors (including 2 Whole Time Directors) and 6 Independent Directors.

During the year, Mr. S. Mahesh has tendered his resignation from the Board of Directors of the Company with effect from 1^st December, 2016. The Board of Directors place on record their appreciation for the contribution by Mr. S. Mahesh during his tenure as Director. Mr. S. Mahesh being a promoter, continues to hold 1,12,475 equity shares (0.51%) in the Company.

Mr. Ritesh S. Ramakrishnan retires 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 S. Ramakrishnan is given in the Report on Corporate Governance forming part of this Report.

Capt. V. K. Singh was appointed by the Board of Directors at its meeting held on 25^th May, 2017 as an Additional Director (Executive Director) with effect from 1^st June, 2017. He shall hold office till the conclusion of the Annual General Meeting. A member has proposed his candidature for appointment as Executive Director along with requisite fees. The appointment forms part of the Notice of the Annual General Meeting and Explanatory Statement annexed thereto. Profile of Capt. V. K. Singh is given in the Report on Corporate Governance forming part of this Report.

All the Independent Directors have affirmed their Independence under Section 149 of the Companies Act, 2013 and provisions of Regulation 25 of SEBI (LODR) Regulations, 2015. Your Company has obtained requisite declaration to that effect from the said Directors.

The Independent Directors met on 9^th March, 2017 to review performance evaluation of the Non Independent Directors and the entire Board of Directors including the Chairman and Managing Director and Executive Director. The Independent Directors were satisfied with the functioning of the Board and Committees. The Independent Directors appreciated the leadership role of the Chairman and Managing Director in upholding the Group values and Corporate Governance standards.

The results of the review by the Independent Directors was shared with the Board of Directors. The Board of Directors have expressed their satisfaction with the evaluation results.

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

Sr. No	Name	Designation
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 2016-17, the Board met five times. Detailed information is provided in the Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

Your Company has a Risk Management Policy in place wherein all associated business risks are factored, identified and assessed. In accordance with the provisions of Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has a Committee for periodically evaluating the various risks. Your 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 Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 of the Listing Agreement, your 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 www.transworld. com/shreyas.

POLICY ON SEXUAL HARRASMENT

Your Company has adopted Charter Under The Sexual Harrasment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. During the year ended 31^st March, 2017, your Company has not received any complaints pertaining to Sexual Harrasment.

QUALITY

Quality, integrity and safety have been core to Your 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. The Standard ISO 9001:2008 is valid upto 30^th October, 2017.

FIXED DEPOSITS:

Your Company has not accepted Axed deposits from the public during the year under review.

SUBSIDIARY COMPANY:

As on 31^st March, 2017, your Company has no subsidiary. Shreyas Relay Systems Ltd (which was a wholly owned subsidiary until 26^th March, 2017) has on 27^th March, 2017 allotted 84,76,050 (Eighty Four Lakhs Seventy Six Thousand and fifty Only) Equity Shares of face value of ''10/- each at a premium of Rs.413.43 (Rupees Four Hundred and Thirteen and Forty Three Paisa only) per share to M/s Trans world Holdings Limited, Mauritius as consideration for acquisition of 99.99% stake in M/s Balaji Shipping Lines FZCO and hence Shreyas Relay Systems Limited ceases to exist as Wholly Owned Subsidiary with effect from 27^th March, 2017 and becomes an Associate Company with effect from the said date.

CONSOLIDATED ACCOUNTS

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^st March, 201 7, the applicable accounting standards had been followed along with proper explanation relating to Material departures;

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. S. Ramakrishnan, Chairman & Managing Director of the Company draws remuneration in excess of the limits specified under the Act. The details of his remuneration Is provided in the Financial Statements which forms part of this Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of Remuneration Of Each Director To The Median Remuneration Of The Employees For The Year 2016-17:

Sr.	Name of the Director	Ratio Of Remuneration
No		To The Median
		Remuneration Of The
		Employees
i)	Mr. S. Ramakrishnan, Chairman & Managing Director	15.85 :1

2. The Percentage Increase In Remuneration Of Each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary

Sr. No	Name	Percentage Increase In Remuneration
i	Mr. S. Ramakrishnan, Chairman & Managing Director	-54.22%
ii	Mr. V. Ramnarayan, Executive Director	NA
iii	Capt. Vivek Kumar Singh, Chief Executive Officer	-13.37%
iv	Mr. Rajesh Desai, Chief Financial Officer	-11.66%
v	Ms. Namrata Malushte, Company Secretary	0.19%

3. The Percentage Increase In The Median Remuneration Of Employees In The Year 2016-17: -5.41%

4. The No. Of Permanent Employees On The Rolls Of The Company: 35

5. Average Percentile Increase Already Made In Salaries Of Employees Other Than The Managerial Personnel In The Last Financial Year And Its Comparison With The Percentile Increase In The Managerial Remuneration And Justification Thereof And Point Out If There Are Any Exceptional Circumstances For Increase In Managerial Remuneration

OTHER THAN	MANAGERIAL	COMPARISON OF	REMARKS
MANAGERIAL	REMUNERATION	REMUNERATION
PERSONNEL
-7.33%	-39.37%	The remuneration of KMP includes remuneration paid to Chairman and Managing Director (CMD). As approved by the shareholders in the previous AGM, CMD is paid commission as a percentage of Net Profit.	In view of the Net Profits, the commission was not paid to the CMD during the year.

6. The Remuneration Paid To The Key Managerial Personnel Is As Per The Nomination And Remuneration Policy of the Company.

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

Under the Notification No.GSR 1029 dated 31^st December, 1988, companies are required to furnish prescribed information regarding conservation fo energy and technology absorbtion. 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 2016-17, the position is as under:

( Rs. in lacs)

(i) Foreign exchange earnings including

proceeds on sale of ship (on accrual basis)

12282.47

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

12180.41

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Place : Mumbai S. Ramakrishnan

Date : 25^th May, 2017 Chairman& Managing Director

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

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty third Annual Report and the audited accounts for the financial year ended 31st March, 2011.

FINANCIAL PERFORMANCE (Rs. in Lacs)

Current Year ended Previous Year ended

31.03.2011 31.03.2010

Operating Income 12,687.68 9,845.57

Other Income 234.01 (376.89)

Profit before Interest, Depreciation and Tax 2,560.69 (522.44)

Less: Interest 618.33 313.33

Depreciation 1,054.11 1,157.86

Profit before Tax and Prior Year Adjustment 888.24 (1,993.63)

Less: Provision for Current Taxation 13.00 53.76

Profit after Tax and Exceptional Items 875.24 (2,047.39)

Add: Balance brought forward from previous year 3,207.20 5,455.40

Amount available for appropriation 4,082.44 3,408.01

Appropriations:

Transfer to General Reserve 25.00 -

Transfer to Capital Redemption Reserve - 110.00

Transfer to Tonnage Tax Reserve 159.00 -

Preference Dividend paid 76.00 -

Tax on dividend paid 12.62 -

Interim dividend paid on Equity Shares 109.79 -

Tax on Interim dividend on Equity Shares 18.23 -

Proposed Equity Dividend 131.75 -

Tax on Equity Dividend 21.37 -

Proposed Preference Dividend - 77.88

Tax on Preference Dividend - 12.94

Balance carried to Balance Sheet 3,528.68 3,207.20

DIVIDEND

In view of the turnaround performance of the Company, the Board of Directors recommend 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 third Annual General Meeting to be held on 17th August, 2011. The payment of dividend on shares will entail a cash outflow of Rs.153.12 lacs including dividend distribution tax.

The Board of Directors at its meeting held on 26th October, 2010 has declared an interim dividend of 5% on the Equity Shares of Rs.10/- each and 11% on its 11% Convertible Non Cumulative Redeemable Preference Shares of Rs.100/- each.

Thus the total outflow on account of dividend distribution would amount to Rs.216.64 lacs including total dividend distribution tax.

REVIEW OF OPERATIONS

The current year has been one of the memorable years for Shreyas. During the year, your Company refocused its business model and could thereby build better revenues alongwith cost monitoring at all times. This has helped the Company to achieve a significant turnaround and emerge successfully.

Shreyas has put up a commendable performance during the year. Though Shreyas had posted a Net Loss of Rs.2,047.39 lacs, in the previous year. However during the current year, it has been able to make a Profit After Tax (PAT) of Rs.875.24 lacs. This clearly depicts a swing of Rs.2,922.63 lacs in the profits of the Company. This was possible due to the cost saving measures. Also the refocusing helped in building the top line.

Shreyas presently operates on the West coast and the South coast.

As regards, containerized logistics, Shreyas has through its wholly owned subsidiary, ventured into road transportation and warehousing. It is also venturing into rail movement. Shreyas is now moving towards a complete backward integration of its services thereby offering its clientele various value added services. Shreyas has through its wholly owned subsidiary plans to acquire trailers (owned and leased) for its road transportation. The fleet of trailers acquired by the Company have GPS connectivity thereby providing real time information to clients. In addition to the above, the Company has through its wholly owned subsidiary also signed an agreement for Warehouse & Domestic cargo distribution center at Tuticorin and Mundra. With this, Shreyas is now moving closer towards establishing itself as a Lead Logistics Player in the Industry giving complete logistics solutions to our clients.

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

No unclaimed dividend was due for transfer to the Investor Education and Protection Fund established by the Central Government during the year.

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. S. Mahesh and Mr. Amitabha Ghosh retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. K.P. Medhekar has resigned as a Director with effect from 1st October, 2010.

Mr. Mannil Venugopalan was appointed as additional director w.e.f. 3rd September, 2010

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, 2011 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of the Company 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, 2011;

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, 2011 and of the profit of the Company for the year ended on 31st March, 2011;

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 Ãgoing 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 23rd 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 Auditors 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 Ãqualifying 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.

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:

Sr. Particulars Rs. in Lacs No. (2010-11)

(i) Foreign exchange earnings including 2,441.23 proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including operating 3,658.29 components and spare parts and other expenditure in foreign currency (on accrual basis)

PERSONNEL

Iformation 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 Companys clients, vendors, charterers, business associates, main line operators, investors and bankers for their continued support during the year. It will be your Companys 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 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: 25th May, 2011 Chairman & Managing Director

Mar 31, 2010

The Directors are pleased to present the Twenty Second Annual Report and the audited accounts for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in Lacs)

Current Year Previous Year

ended 31.03.2010 ended 31.03.2009

Operating Income 9845.57 14922.80

Other Income (386.89) 3061.77

Profit before Interest, Depreciation and Tax (522.44) 3999.65

Less: Interest 313.33 825.14

Depreciation 1157.86 1334.73

Profit before Tax and Prior Year Adjustment (1993.63) 1836.11

Add / Less: Extraordinary items - -

Less: Prior Year Adjustment - 3.67

Less: Provision for Current Taxation and Fringe Benefit tax 53.76 320.39

Provision for Prior Year Tax - 16.51

Profit after Tax and Exceptional Items (2047.39) 1499.20

Add: Balance brought forward from previous year 5455.40 4454.71

Amount available for appropriation 3408.01 5953.92

Appropriations:

Transfer to General Reserve - -

Transfer to Capital Redemption Reserve 110.00 390.00

Transfer to Tonnage Tax Reserve - -

Preference Dividend paid - 18.13

Tax on dividend paid - 3.08

Proposed Equity Dividend - -

Tax on Equity Dividend - -

Proposed Preference Dividend 77.88 74.62

Tax on Preference Dividend 12.94 12.68

Balance carried to Balance Sheet 3207.20 5455.40

DIVIDEND

The Board of Directors does not recommend a Dividend on the Equity shares for the current financial year. However the Board of Directors recommends a dividend of Rs.8.20 per Preference share (8.20%; previous year total dividend: 8.20%). This Dividend is subject to the approval of the Members at the Twenty second Annual General Meeting to be held on Tuesday 21st September, 2010.

The payment of dividend on Preference shares will entail a cash outflow of Rs. 90.82 lacs including dividend distribution tax.

REVIEW OF OPERATIONS

Shreyas performance during the year has been largely influenced by the rising fuel prices, lower charter hire rates and freight rates. These factors were beyond the control of the Management. Despite this, Shreyas has put up a satisfactory performance in fairly challenging environment. During the year, although Shreyas has posted a Net Loss of Rs. 20.47 crore, it has been able to make decent cash profits against huge business losses posted by international shipping giants. Shreyas Relay Systems Limited, wholly owned subsidiary, which is the front end for the logistics activity of the Company has made a Net profit of Rs. 6.09 crore. Therefore after excluding the depreciation of Rs. 11.58 crore, the consolidated cash profit of Shreyas is Rs. 2.91 crore (excluding loss on sale of ship Rs. 6.13 crore) which is significant achievement given the global economic background.

The Company presently operates on the West coast and South coast. Considering the prospects in the domestic market, the Company has, with a view to expand its base, commenced services to newer ports like Pipavav and Mangalore. The Company has also introduced newer commodities in its trade. Out of the total volumes carried during the year by Shreyas, 50.11% were logistics volumes and balance 49.89% were feeder volumes. In view of the improvement in the container trade, the Company recommenced its Regional services. This has helped Shreyas in two ways i.e growth in top line numbers and reduction in bunker cost.

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. 2.51 lacs being unclaimed dividend for the year ended 31st March, 2002 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. L. B.Culas and Mr. K.P. Medhekar retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Mr. Bherulal Chaudhary has resigned as a Director with effect from 17th July, 2009.

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, 2010 of Shreyas Relay Systems Ltd, the wholly owned subsidiary and Haytrans (India) Ltd, the subsidiary of the Company 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, 2010;

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, 2010 and of the profit of the Company for the year ended on 31st March, 2010;

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 Ãgoing 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 22nd 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 Auditors 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 Ãqualifying 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.

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:

Rs. in Lacs (2009-10)

(i) Foreign exchange earnings including 2,845.92

proceeds on sale of ship (on accrual basis)

(ii) Foreign exchange outgo including 4,769.09

operating components and spare parts and other expenditure in foreign currency (on accrual 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 Companys clients, vendors, charterers, business associates, main line operators, investors and bankers for their continued support during the year. It will be your Companys 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 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 : 24th May, 2010 Chairman & Managing Director

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