Annual Report2016

Download as pdf or txt
Download as pdf or txt
You are on page 1of 132

PAV

IN

OG
F PR
O
H
PAT

RESS

28T

AN

NU

L
RE

PO
RT

201

5-16

Mr. S. Ramakrishnan Receives Award for Businessman of


The Year 2015 at The India Seatrade Awards for Excellence
in Coastal Shipping and Inland Water Transport

Capt. V. K. Singh Receives Award for Leadership of the year


2015 at the India Seatrade Awards for Excellence in Coastal
Shipping and Inland Water Transport

Shreyas Shipping Bags Award for Coastal Shipping


Operator of the year 2015 at the Gateway Awards

Shreyas Relay Systems Bags Award for Outstanding


Achievement of the year 2015 at the India Seatrade
Awards for Excellence in Coastal Shipping and Inland Water
Transport

Shreyas Shippings Participation at the Maritime India


Summit 2016

Maiden Call of M. V. SSL Visakhapatnam at Vizag

CORPORATE INFORMATION
BOARD OF DIRECTORS
MR. S. RAMAKRISHNAN

CHAIRMAN & MANAGING DIRECTOR

MR. V. RAMNARAYAN

EXECUTIVE DIRECTOR

MR. S. MAHESH

DIRECTOR

MR. L. B. CULAS

DIRECTOR

MR. RITESH S. RAMAKRISHNAN

DIRECTOR

MR. AMITABHA GHOSH

DIRECTOR

CAPT. MANMOHAN SAGGI

DIRECTOR

MR. S. RAGOTHAMAN

DIRECTOR

MR. D. T. JOSEPH

DIRECTOR

MR. MANNIL VENUGOPALAN

DIRECTOR

MS. MAYA SINHA

DIRECTOR

MANAGEMENT TEAM
MR. S. RAMAKRISHNAN

CHAIRMAN & MANAGING DIRECTOR

MR. V. RAMNARAYAN

EXECUTIVE DIRECTOR

MR. RITESH S. RAMAKRISHNAN

DIRECTOR

CAPT. VIVEK KUMAR SINGH

CHIEF EXECUTIVE OFFICER

MR. S. VARADARAJAN

CHIEF EXECUTIVE OFFICER - SHREYAS RELAY SYSTEMS LIMITED

MR. RAJESH DESAI

CHIEF FINANCIAL OFFICER

MS. NAMRATA MALUSHTE

COMPANY SECRETARY

REGISTERED OFFICE

BANKERS

4TH FLOOR, HIMALAYAS,


GEETMALA COMPLEX,
NEAR SHAH INDUSTRIAL ESTATE,
GOVANDI (EAST), MUMBAI 400 088

ICICI BANK LTD


CANARA BANK
CANARA BANK, LONDON
EXIM BANK
KARUR VYSYA BANK
AXIS BANK LTD
CREDIT SUISSE AG

ADMINISTRATIVE OFFICE
2ND FLOOR, SAHYADRIS,
GEETMALA COMPLEX,
NEAR SHAH INDUSTRIAL ESTATE,
GOVANDI (EAST), MUMBAI 400 088
TEL: 022 66220300 | FAX: 022 66220444

STATUTORY AUDITORS
PKF SRIDHAR & SANTHANAM LLP

INTERNAL AUDITORS
REGISTRAR AND SHARE TRANSFER AGENTS
LINK INTIME INDIA PVT. LTD
C-13, PANNALAL SILK MILLS COMPOUND,
L.B.S MARG, BHANDUP (WEST),
MUMBAI 400 078
TEL: 022 25946970 | FAX: 022 25946969

KARVY & COMPANY


CHARTERED ACCOUNTANTS

CIN
:
Website :
Email :

L63000MH1988PLC048500
www.transworld.com/shreyas
[email protected]

Dear Shareholders,
While we have been able to put up a decent performance, the year certainly wasnt a smooth ride and we faced numerous
challenges. The global meltdown and reduced market demand coupled with excess capacity led to the drop in freight level
overall globally. The Howe Robinson Container Index remained at through the year and therefore similar effects were
witnessed in the coastal shipping sector as well.
In fact, the domestic freight rates continue to be under pressure for a while now followed by marginal growth in volumes.
During the year 2015-2016, the container throughput handled at major ports in India was 123 million tonnes which
a growth of a minimal 3% over the previous scal. In fact, these ports cumulatively handled 8.2 million 20 teus units
compared with 7.96 million teus.
During the year, Shreyas acquired three container vessels taking its eet strength to nine vessels thereby increasing the
capacity by 63% and rationalising the eet age to 19.6 years. In fact in order to strengthen the PIX2 service, the newly
acquired vessel M. V. SSL Visakhapatnam was deployed on the East Coast making this a xed day weekly service. We
are consistently making efforts to develop the market on the East coast of India and have therefore dedicated our latest
acquisition to the port city of Visakhapatnam.

While the markets are likely to remain gloomy for a while, we will continue with our quest of developing the Indian
costal shipping sector. The support received from the Ministry of Shipping at various stages from time to time is extremely
encouraging and gives us the impetus to strive for better each day. The rst of its kind Maritime India Summit, 2016
organised by the Ministry of Shipping in Mumbai was a welcome initiative and only added to our belief that coastal
shipping is soon to reach greater heights in future.
With a vast coastline, Indian shipping industry can add immense value to the corporate. The advantages of coastal
shipping are diverse. It is not only a fuel efcient and environment friendly mode of transport but also offers economies
of scale. Additionally, an increasing use of coastal shipping can generate employment opportunities for local population.
For any company to grow, information technology (IT) becomes the most integral and imperative element of business.
Having realised this, we are working towards setting up best in class IT systems to enable us to keep pace with the rapid
and dynamic changes in the business environment and help serve our customers better.
While our consolidated top line increased to ` 595.57 crores from ` 545.88 crores in the previous year, the Prot after Tax
was ` 49.50 crores against ` 61.75 crores for the previous year. Going ahead, the year would have its own challenges but
we are condent to sail through these rough waters comfortably. I say this basis my condence in my team members who
are the main support system of the Company. At all times, we consciously try to minimise costs while maximising gains at
the same time delivering value to our customers.
I take this opportunity to thank our shareholders and business partners for the continual trust they have placed in us
and their condence and uninching belief in our ability to deliver value. I also thank my colleagues on the Board, whose
support and leadership has been invaluable. I would also like to recognise the support of our customers, suppliers, all
regulatory and statutory authorities, our bankers, auditors, consultants, other business associates and legal advisors/
counsels.

Place
Date

: Mumbai
: 26th May, 2016

S. Ramakrishnan
Chairman & Managing Director

Pioneers and Leaders

in Coastal Container Shipping


Services at a Glance (All Services on Fixed Day Weekly)

PIX 1
Mundra Pipavav
Hazira Cochin
Tuticorin Mangalore
Mundra

PIX 2
Jebel Ali
Mundra
Chittagong
Pipavav

Mundra Tuticorin
Kattupalli Vizag
Chennai Tuticorin
Cochin Jebel Ali
Mundra

Kolkata
Hazira

Haldia

Nhava Sheva
Vizag
Goa
Kattupalli
Mangalore

ECC
Vizag Kolkata
Vizag Haldia
Vizag

Chennai
Cochin
Tuticorin

WCC
Mundra Tuticorin
Mangalore JNPT
Mundra

FLEET DETAILS

Fleet Size

Total Capacity (in TEUs)

13599

Total GRT

154859

Total Dead Weight

192771

Name

Capacity (in TEUs)

GRT

M.V. SSL BHARAT

2,959

29,383

M.V. SSL KOCHI

1,725

21,339

M.V. SSL KUTCH

1,725

21,339

M.V. SSL MUMBAI

1,613

18,602

M.V. SSL GUJARAT

1,613

18,602

M.V. SSL VISAKHAPATNAM

1,613

18,602

M.V. SSL TRUST

1,050

11,872

M.V. SSL CHENNAI

700

8,214

M.V. SSL SAGARMALA

569

6,942

KEY INDICATORS

CONSOLIDATED FINANCIAL HIGHLIGHTS


(` in lacs except where stated otherwise)
2014-15

2015-16

48,731.06

54,588.33

59,556.63

209.16

162.19

203.66

511.96

27,230.77

39,098.28

48,893.25

54,791.99

60,068.59

14,928.72

23,051.71

32,432.87

41,442.33

39,629.44

48,174.63

1,018.21

1,066.41

1,605.51

2,290.07

2,718.35

2,733.34

3,650.52

PBIDT

197.23

3,300.52

2,573.55

4,375.34

4,732.57

12,429.22

8,243.44

Interest

459.51

675.39

547.51

950.63

1,161.64

1,036.23

1,218.48

PBDT

(262.28)

2,625.13

2,026.04

3,424.71

3,570.93

11,392.98

7,024.96

Depreciation

1,248.40

1,149.24

1,350.39

1,645.09

1,805.62

1,091.04

1,870.41

(1,510.68)

1,475.89

675.65

1,779.62

1,765.31

10,301.94

5,154.55

59.82

198.20

112.81

239.25

287.03

563.95

194.32

(1,570.50)

1,277.69

562.84

1,540.37

1,478.29

9,737.99

4,960.23

2,995.75

2,995.75

2,195.75

2,195.75

2,195.75

2,195.75

2,195.75

1,000.00

1,024.40

1,038.91

1,077.72

1,203.36

Reserves & Surplus

10,938.76

11,828.84

12,157.86

12,988.21

11,661.89

17,252.56

21,674.30

Net Worth

13,934.51

14,824.59

14,353.61

15,183.96

13,857.64

19,448.31

23,870.06

8,489.27

6,120.64

8,440.74

13,286.61

8,282.48

9,319.86

13,402.39

18,616.58

17,920.31

18,587.56

23,882.71

20,776.98

19,591.39

28,813.02

Other Non Current Assets

1,456.89

509.89

1,119.50

8.63

1,881.46

4,636.88

7,414.41

Net Current Assets

2,350.31

2,515.03

4,087.29

5,603.63

520.60

5,617.63

2,248.39

(7.69)

5.33

2.08

6.51

6.22

40.53

21.88

0.61

0.41

0.59

0.88

0.87

0.61

0.54

1.10

0.50

0.60

0.60

2.00

1.30

59.78

63.87

65.37

69.15

63.11

88.57

108.71

2009-10

2010-11

2011-12

2012-13

2013-14

15,398.73

19,038.73

27,077.51

38,889.12

Other Income

-394.06

256.92

153.26

Total Income

15,004.67

19,295.65

Operating Expenses

13,789.23

Operating Earnings

Administration & Other


Expenses

PBT
Tax
PAT (including prior year
item)
Share Capital
Minority Interest

Non Current Laibilities


Fixed Assets (Net) (including
Capital work-in-progress)

EPS (Annualised) (`) (excluding


exceptional items)
Debt Equity Ratio
Dividend Per Equity Share (`)
Book Value per share (`)

28th ANNUAL REPORT 2015-2016


CONTENTS

Notice .......................................................................................................................................................................................... 2 - 6

Directors Report ....................................................................................................................................................................... 7 - 21

Managements Discussion and Analysis ................................................................................................................................. 22 - 24

Report on Corporate Governance ........................................................................................................................................... 25 - 37

Auditors Report ...................................................................................................................................................................... 38 - 41

Balance Sheet ................................................................................................................................................................................. 42

Statement of Profit and Loss .......................................................................................................................................................... 43

Statement of Cash Flow........................................................................................................................................................... 44 - 45

Notes to the Financial Statements .......................................................................................................................................... 46 - 76

Consolidated Auditors Report on Accounts ........................................................................................................................... 77 - 79

Consolidated Balance Sheet .......................................................................................................................................................... 80

Consolidated Statement of Profit and Loss .................................................................................................................................... 81

Consolidated Statement of Cash Flow .................................................................................................................................... 82 - 83

Consolidated Notes to the Financial Statements .................................................................................................................. 84 - 118

Notice
NOTICE is hereby given that the Twenty Eighth Annual General Meeting of the Members of Shreyas Shipping & Logistics Limited
will be held on Thursday, 21st day of July, 2016 at 11.00 a.m. at Sivaswamy Auditorium of Fine Arts Cultural Centre, 61/21 R. C.
Marg, Opp. Vijaya Bank, Chembur, Mumbai - 400 071 to transact the following business:
ORDINARY BUSINESS:
1.

To receive, consider and adopt the audited Profit & Loss Account for the year ended on 31st March, 2016 and the Balance
Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon.

2.

To declare Dividend on Equity Shares.

3.

To appoint a Director in place of Mr. S. Mahesh, who retires by rotation and, being eligible, offers himself for re-appointment.

4.

To consider and if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or amendments
or re-enactments thereof for the time being in force), M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm
Registration No.003990S/S200018), the retiring Statutory Auditors of the Company, who hold office upto the date of this
Annual General Meeting and have confirmed their eligibility to be appointed as Auditors in terms of the provisions of
Section 141 of the Act and relevant Rules and offered themselves for re-appointment, be and are hereby re-appointed as
the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion
of next Annual General Meeting of the Company, at such remuneration as may be mutually agreed between the Board of
Directors of the Company and the said Auditors.
RESOLVED FURTHER THAT the Board of Directors or the Company Secretary of the Company, be and is hereby authorised
to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this
Resolution.

26th May, 2016


Registered Office:
4th Floor, Himalayas,
Geetmala Complex,
Near Shah Industrial Estate,
Govandi East, Mumbai 400 088
CIN: L63000MH1988PLC048500

By Order of the Board of Directors


Namrata Malushte
Company Secretary

ANNUAL REPORT 2015-16

NOTES:
1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE ON HIS / HER BEHALF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy
on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of the total share capital
of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights
may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
Proxies to be effective must be deposited at the Registered Office of the Company duly completed and signed not less than
48 hours before the time of the Meeting. Proxies submitted on behalf of the companies, societies etc must be accompanied
by an appropriate resolution, as applicable.

2.

Profile of the Director retiring by rotation, as required by Regulation 36 (3) of SBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Regulations) forms part of the Report on Corporate Governance. The Director
has furnished requisite declaration for his re-appointment.

3.

The Register of Members and Share Transfer Books of the Company will remain closed from 14th July, 2016 to 21st July,
2016 both days inclusive, for the purpose of payment of dividend, if declared at the Annual General Meeting.

4.

The dividend on equity shares as recommended by the Board of Directors, if declared at the Annual General Meeting, will
be paid at par on or after 26th July, 2016 to Members holding shares in physical form and whose names appear on the
Companys Register of Members as holders of Equity Shares on 21st July, 2016. In respect of Shares held in electronic
form, the dividend will be paid to the beneficial owners of the Shares as at the end of the business hours on 21st July, 2016
as per details furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

5.

As per the directives of the Securities and Exchange Board of India (SEBI), in respect of the Shareholders holding Shares
in electronic form, dividend shall be paid through Electronic Clearing Service (ECS), where such facility is available, directly
to their bank account as furnished by their respective Depositories to the Company. Where such facility is not available,
the bank details as furnished by their respective Depositories to the Company, will be mandatorily printed on their dividend
warrants. Further, instructions if any, given by them in respect of Shares held in physical form will not be automatically
applicable to the dividend payable on Shares held in electronic form. Members are, therefore, requested to give instructions
regarding the bank accounts in which they wish to receive dividend, directly to their respective Depository Participants. The
Company or its Registrar and Share Transfer Agent will not act on any direct request from these Members for change of
such bank details.

6.

Members may note that the Notice of the 28th Annual General Meeting and the Annual Report for the year 2015-16 will also
be available on the Companys website www.transworld.com/shreyas.

7.

Corporate members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of
Companies Act, 2013 are requested to send to the Company a certified copy of the Board Resolution authorizing such
representative to attend and vote on their behalf at the Meeting.

8.

Electronic copy of the Notice convening the 28th Annual General Meeting of the Company and the Annual Report along with
the process of e-voting and the Attendance Slip and Proxy form is being sent to the members whose e-mail addresses are
registered with the Company / Depository Participant(s) unless any member has requested for hard copy of the same. For
members who have not registered their email addresses, physical copies of the Notice convening the 28th Annual General
Meeting of the Company and the Annual Report along with the process of e-voting and the Attendance Slip and Proxy form
is being sent to the members. Members who have not registered their e-mail addresses so far are requested to register
their e-mail addresses for receiving all communications including Annual Report, Notices, Circulars etc from the Company
in electronic mode.

9.

Voting through electronic means:


I.

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration)
Amendment Rules, 2015 (Amended Rules 2015) and Regulation 44 of SEBI Regulations, the Company is pleased
to provide members facility to exercise their right to vote on resolutions proposed to be considered at the 28th Annual
General Meeting (AGM) by electronic means and the businesses may be transacted through e-Voting services.
The facility of casting the votes by the Members using an electronic system from a place other than venue of AGM
(remote e-voting) will be provided by National Securities Depository Limited (NSDL).

II.

The facility for voting through ballot paper shall be made available at the AGM and the members attending the
meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through

ballot paper.
III.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting user
manual for shareholders available at the Downloads section of www.evoting.nsdl.com or call toll free no.1800-222990.

IV.

If you are already registered with NSDL for e-voting then you can use your existing user ID and Password for casting
vote.

V.

You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for
sending communication(s).

VI.

The remote e-voting period commences at 10.00 am on 16th July, 2016 and ends at 05.00 p.m on 20th July, 2016.
The remote e-voting module shall be disabled by NSDL for voting thereafter. During this period shareholders of the
Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 14th July, 2016,
may cast their vote electronically. Once the vote on a resolution is cast by the shareholder, the shareholder shall not
be allowed to change it subsequently.

VII.

The voting rights of a shareholders shall be in proportion to their shares of the paid up equity share capital of the
Company as on the cut-off date of 14th July, 2016.

VIII. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice
and holding shares as of the cut-off date i.e. 14th July, 2016, may obtain the login ID and password by sending a
request at [email protected] or Issuer/RTA.
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and
password for casting your vote. If you forgot your password, you can reset your password by using Forgot User
Details/Password option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222990.
IX.

Mr. Dharmesh Zaveri, Company Secretary in Practice (Membership No. 5418) Proprietor of D. M. Zaveri & Co,
Company Secretaries, has been appointed for as the Scrutinizer for providing facility to the members of the Company
to scrutinize the voting and remote e-voting process in a fair and transparent manner.

X.

The Scrutinizer shall within a period of not exceeding two (2) working days from the conclusion of the e-voting make
a Scrutinizers Report of the votes cast in favour of or against, if any, forthwith addressed to the Chairman of the
Company.

XI.

The Results shall be declared after the AGM of the Company. The Results declared alongwith the Scrutinizers Report
shall be placed on the Companys website www.transworld.com/shreyas and shall be communicated to the Stock
Exchange.

XII.

The process and manner for remote e-voting are as under:


A.

In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/
Depository Participants(s)] :
(i)

Open email and open PDF file viz; Shreyas Shipping remote e-voting.pdf with your Client ID or Folio No.
as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note
that the password is an initial password.

(ii)

Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii)

Click on Shareholder - Login

(iv)

Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v)

Password change menu appears. Change the password/PIN with new password of your choice with
minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not
to share your password with any other person and take utmost care to keep your password confidential.

(vi)

Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select EVEN of Shreyas Shipping & Logistics Limited.


(viii) Now you are ready for remote e-voting as Cast Vote page opens.
(ix)

Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted.

ANNUAL REPORT 2015-16

(x)

Upon confirmation, the message Vote cast successfully will be displayed.

(xi)

Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen
signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through
e-mail to [email protected] with a copy marked to [email protected]
B.

In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered
with the Company/Depository Participants(s) or requesting physical copy] :
(i)

Initial password is provided as below/at the bottom of the Attendance Slip for the AGM):
EVEN (Remote e-voting Event Number) USER ID

(ii)
XIII.

PASSWORD/PIN

Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

A Member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be
allowed to vote again at the AGM.

XIV. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by
the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting / voting at the AGM
through ballot paper.
XV.

The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting
with the assistance of scrutinizer, by use of Ballot Paper for all those members who are present at the AGM but have
not cast their votes by availing the remote e-voting facility.

XVI. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting
and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the
employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated
scrutinizers report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him
in writing, who shall countersign the same and declare the result of the voting forthwith.
XVII. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company and on
the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in
writing. The results shall also be immediately forwarded to the Stock Exchanges where the shares of the Company
are listed.
10.

11.

Members are requested to:


(a)

Notify any change in their address to the Registrar and Share Transfer Agent, M/s. Link Intime Private Limited; C-13,
Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, in case of Members holding shares
in physical form and update such details with their respective Depository Participants, in case of Members holding
shares in electronic form.

(b)

Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting. In case
of Joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to
vote.

(c)

Write their folio number (in case shares are held in physical form) or DP ID and Client ID (in case shares are held in
dematerialized form) in their attendance slip and hand it over at the entrance of the meeting hall.

In terms of the provisions of Sections 205A and 205C of the Companies Act, 1956, as amended, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is
required to be transferred to the Investor Education and Protection Fund established by the Central Government (hereinafter
referred to as the said Fund). Accordingly, unclaimed / unpaid dividend for the financial years ended 31st March, 1996
and 31st March, 1997 and period ended 30th September, 1998, year ended 31st March, 1999, 31st March, 2001, 31st March,
2002, 31st March, 2004, 31st March, 2005 (Interim & Final) and 2005-06 (Interim & Final) and 31st March, 2007 (interim), 31st
March, 2008 has been transferred to the said Fund.
Unclaimed dividend for the financial year ended 31st March, 2011 and thereafter (wherever declared) is still lying with the
Company. The Members, who have not yet encashed the dividend warrants are requested to send claims to the Company,
if any, before the respective amounts become due for transfer to the said Fund. No claim shall lie against the Company or
the said Fund after transfer as mentioned above.

12.

All documents referred to in the above Notice are open for inspection at the Registered Office of the Company on all
working days (except Saturdays, Sundays and holidays) between 10.00 a.m. and 12.30 p.m. up to the date of the Annual
General Meeting.

13.

Members holding shares under multiple folios in the identical order of names are requested to consolidate their holdings
into one folio.

14.

Members desirous of getting any information about the Accounts and / or Operations of the Company are requested to
address their queries to the Company Secretary at least seven days in advance of the Meeting so that the information
required can be made readily available at the Meeting.

26th May, 2016

By Order of the Board of Directors

Registered Office:
4th Floor, Himalayas,
Geetmala Complex,
Near Shah Industrial Estate,
Govandi East, Mumbai 400 088
CIN: L63000MH1988PLC048500

Namrata Malushte
Company Secretary

ROUTE MAP OF AGM VENUE

Chembur Station
:
Ghatkopar Station :
Chembur Monorail :

650 meters
4.2 kms
110 meters

ANNUAL REPORT 2015-16

DIRECTORS REPORT
To
The Members,
Your Directors are pleased to present the Twenty Eighth 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, 2016.
FINANCIAL RESULTS:
(` In Lacs)

Particulars
Operating Income
Other Income
Profit before Interest, Depreciation and Tax
Borrowing Cost
Depreciation
Profit before Tax, Prior Year Adjustment & Exceptional Item
Exceptional Item
Prior Year Adjustment
Provision for Tax
Profit/ (Loss) After Tax
Balance Brought Forward from Previous Year
Amount Available for Appropriation
Appropriations:
Transfer to Tonnage Tax Reserve
Interim Equity Dividend
Proposed Equity Dividend
Tax on Equity dividend
Balance Carried Forward to Balance Sheet

Current Year
ended on
31st March, 2016
31,299.99
508.85
7,507.88
(890.94)
(1,598.76)
5,018.17
(150.38)
4,867.80
5,688.76
10,556.56

Previous Year
ended on
31st March, 2015
29,074.81
157.10
10,507.50
(705.59)
(888.94)
8,912.97
(2,878.57)
(621.39)
(85.00)
5,328.01
2,642.36
7,970.37

(950.00)
(285.45)
(58.11)
9,263.00

(1,760.00)
(153.70)
(285.45)
(82.46)
5,688.76

DIVIDEND

weight of over 1,90,000.

Your Company proposes a Dividend of 13% for the year 20152016. The dividend will be paid to the Members whose name
appear in the Register of Members as on 21st July, 2016 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.

Your Company has deployed all the vessels on the Indian


Coast. Presently the services extend till Jebel Ali. In line with
the Sagarmala Project introduced by the Ministry of Shipping,
your Company offers services on the entire Indian coast.

REVIEW OF OPERATIONS
During the year, your Company acquired three container
vessels namely M.V. SSL Bharat, M. V. SSL Chennai and
M. V. SSL Visakhapatnam. M. V. SSL Visakhapatnam which
is a sister vessel of M. V. SSL Gujarat was acquired in
March, 2016. Thus the total tonnage owned by your Company
sums upto over 13,500 teus. With these acquisitions,
your Company owns a fleet of 9 vessels with a total dead

Your Companys consolidated total income increased from


` 548 crore to ` 601 crore recording an increase of 9.67% in
the top line. The consolidated Net Profit has reduced from
` 61.75 crore to ` 49.50 crore. The stand alone total income
increased from ` 292 crore to ` 318 crore.
The fixed assets has increased from ` 174 crore to ` 252 crore
registering a growth of 45% with an average fleet age of 20.33
years. The secured loan has increased from ` 99.40 crore to
` 160.44 crore, the interest cost has increased from ` 7.06
crore to ` 8.91 crore thereby securing a debt equity ratio of
0.71 times.

There has been an increase in the overall tonnage carried by


the Company. In fact, the tonnage carried by your Company
is 64% higher in the current year as compared to 2014-2015.
However, the profits have been impacted by the reduction in
the freight rates in the domestic as well as international trade.

outlook of the Company and its business is given in the


Management Discussion and Analysis appearing as Annexure
IV to this Report.
REPORT ON CORPORATE GOVERNANCE

M/s. PKF Sridhar & Santhanam LLP (Firm Registration


No.003990S/S200018), Chartered Accountants, retire at
the conclusion of the 28th Annual General Meeting and offer
themselves for re-appointment. They have confirmed their
eligibility and willingness to accept office, if re-appointed.

As required by Regulation 34(3) of the SEBI Regulations,


a detailed Report on Corporate Governance is given as
Annexure V 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

SECRETARIAL AUDITORS

LOANS, GUARANTEE AND INVESTMENTS

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

Details of Loans, Guarantees and Investments are given in the


Notes to Financial Statements

STATUTORY AUDITORS

The Company has complied with the provisions of Section135


of the Companies Act, 2013 pertaining to Corporate Social
Responsibility except Section 135(5). The Company has
informed that the unspent amount of CSR during the year
under report has been apportioned and is intended to be
utilized in a phased manner in future upon identification of
suitable projects within the Companys CSR Policy.
RELATED PARTY TRANSACTIONS
During the period under review, all transactions entered
into by the Company with the Related Parties were at arms
length and in the ordinary course of business as required
under section 188 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 II. The
Related Party Transactions have a prior approval of the Audit
Committee.
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, 2016 forms part of
this Report as Annexure III.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future

TRANSFER TO RESERVES
For the financial year ended 31st March, 2016, your Company
has not transferred any amount to Reserves.
INVESTOR EDUCATION AND PROTECTION FUND
In accordance with provisions of the Companies Act, 2013,
an amount of ` 7.81 lacs being unclaimed dividend for the
year ended 31st March, 2008 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
The Company has 11 Directors consisting of 5 Non
Independent Directors including 2 Whole Time Directors and 6
Independent Directors.
Mr. S. Mahesh 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. S. Mahesh 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.

ANNUAL REPORT 2015-16

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 SEBI Regulations. 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.
No
1
2
3
4
5

Name

Designation

Mr. S. Ramakrishnan

Chairman & Managing


Director
Executive Director
Chief Executive Officer
Chief Financial Officer
Company Secretary

Mr. V. Ramnarayan
Capt. Vivek Kumar Singh
Mr. Rajesh Desai
Ms. Namrata Malushte

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, 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 Policy on Whistle
Blower may be accessed on the Companys website at
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,
2016, the Company has not received any complaints pertaining
to Sexual Harrasment.

BOARD MEETINGS

QUALITY

During the year 2015-16, the Board met six times. Detailed
information is provided in the Report on Corporate Governance,
which forms part of this Annual Report.

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. The Standard ISO 9001:2008 is valid upto
30th October, 2016.

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 met on 21st March, 2016. 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 has
identified education and child care as its area for CSR and will
shortly commence its activities. During the year, an amount of
` 40.51 lacs has been apportioned for the CSR. Cumulatively
an amount of ` 48.13 is apportioned for CSR.

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, 2016, Shreyas Relay Systems Limited.
Mr. Amitabha Ghosh, Non Executive Independent Director has
been appointed as the Nominee Director of the Company in
Shreyas Relay Systems Limited.

RISK MANAGEMENT

CONSOLIDATED ACCOUNTS

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 Regulation
21 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, 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

The Consolidated Financial Statements are prepared


in accordance with the relevant Accounting Standards
prescribed under Section 133 of the Act read with Rule 7 of
the Companies (Accounts) Rules, 2014.
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 31-03-2016, 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)

(d)
(e)

(f)

Sr. Name of the Director


No

2.

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;

Internal financial controls are laid down and followed by


the company and that such internal financial controls are
adequate and were operating effectively.
Proper systems are devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
OF

EMPLOYEES

AND

RELATED

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 need to be provided in the Annual Report.
However, 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 Ratio of Remuneration of each Director to the Median


Remuneration of the employees for the year 2015-16

10

Percentage Increase In
Remuneration
142.56%

NIL
41.46%

19.13%
19.30%

3.

The percentage increase in the Median Remuneration of


employees in the year 2015-16: 14.40%

4.

The No. of permanent employees on the rolls of the


Company: 32

5.

The explanation on the relationship between average


increase in Remuneration and Company performance:

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 percentage increase in Remuneration of each


Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary
Sr. Name
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

The annual accounts are prepared on a going concern


basis; and

PARTICULARS
DISCLOSURES

Ratio Of Remuneration
To The Median
Remuneration Of The
Employees
Mr. S. Ramakrishnan, 28.32:1
Chairman & Managing
Director
Mr. V. Ramnarayan, 1.09:1 (till 31st May, 2015)
Executive Director

7.

(i)

Average increase in Remuneration: 22.21%

(ii)

Company has reported Net Profit of ` 48.68 Crores


in F.Y.15-16

Comparison of Remuneration of Key Managerial


Personnel against the performance of the Company
(i)

Total Remuneration of Key Managerial Personnel:


` 3.92 Crores

(ii)

Company Performance: Company has reported


Net Profit of ` 48.68 Crores in F.Y. 15-16. The
Remuneration of KMPs to the Net Profit works out
to 8.05%.

i.

Variations in the Market Capitalisation of the

ANNUAL REPORT 2015-16

Company, Price Earnings ratio as at the Closing


Date of the Current Financial Year and Previous
Financial Year
Particulars

As On
31st March,
2016

As On
31st March,
2015

Market
Capitalisation

BSE :
` 567.60 Cr.

BSE :
` 887.96 Cr.

NSE :
` 572.43 Cr.

NSE :
` 883.79 Cr.

Price Earning
Ratio

Other Than
Managerial
Personnel

Managerial
Remuneration

Comparison of
Remuneration

16.70%

88.02%

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

BSE :
BSE :
11.66 TIMES 16.67 TIMES
NSE :
NSE :
11.75 TIMES 16.59 TIMES

ii.

Market Quotations of the Shares of the Company


in Comparison to the Rate at which the Company
came out with the last Public Offer:
The Company came out with an IPO in 1994 at the
price of ` 20/- per equity share. As on 31st March,
2016, the market quotations of the Companys
share price (Closing Price) is as follows:
Sr.
No

8.

Name of
Exchange

Closing
price

Increase
over the
IPO price

BSE

` 258.50

1192.5%

NSE

` 260.70

1203.5%

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

9.

Remarks

COMPARISON OF EACH REMUNERATION OF


KEY
MANAGERIAL
PERSONNEL
AGAINST
PERFORMANCE OF THE COMPANY
Sr.
No

Name of the
Key Managerial
Personnel

Remuneration
paid
for FY 15-16

Performance
of the
Company for
FY 2015-16

Mr. S. Ramakrishnan,
Chairman &
Managing Director

` 2.58
CRORES

` 48.68
CRORES

Mr. V. Ramnarayan,
Executive Director

` 9.98 LACS*

` 48.68
CRORES

Capt. Vivek Kumar


Singh, Chief
Executive Officer

` 79.31 LACS

` 48.68
CRORES

Mr. Rajesh Desai,


Chief Financial
Officer

` 35.14 LACS

` 48.68
CRORES

Ms. Namrata
Malushte, Company
Secretary

` 20.18 LACS

` 48.68
CRORES

* From 1st April, 2015 till 31st May, 2015.

11

10.

The Key Parameters for any variable Component of


Remuneration availed by Directors:
The remuneration paid to Chairman & Managing Director
includes Commission (upto 3%) as a percentage of
profits.

11.

The Ratio of The Remuneration of the Highest paid


Director to that of the employees who are not Directors
but receive Remuneration in Excess of the highest paid
Director during the Year: NA

12.

The Remuernation 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 2015-16, the position is as under:

(i)

(ii)

Foreign exchange earnings including


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

12

( ` in lacs)
8,282.28

9,583.06

ACKNOWLEDGEMENTS
Your Directors thank the Companys Clients, Vendors,
Charterers, Business Associates, Main Line Operators,
Investors, Shareholders and Bankers for their continued
support during the year. It will be your Companys endeavor to
build and nurture strong links with them based on mutuality,
respect and co-operation with each other. Your Directors take
this opportunity to thank all employees for their hard work,
dedication and commitment. The enthusiasm and unstinting
efforts of the employees have enabled the Company to remain
at the forefront of the industry despite increased competition
from several existing and new players.
Your Directors place on record their appreciation for the support
and continued co-operation that the Company received from
the Government of India, the Ministry of Shipping, the Ministry
of Finance, the Ministry of Corporate Affairs, the Directorate
General of Shipping, the Mercantile Marine Department, the
Stock Exchanges, the Reserve Bank of India, the Central
Board of Excise and Customs, and other Government
agencies. Your Directors also express their sincere thanks to
the Indian National Shipowners Association, Port Authorities,
Insurance Companies, Protection and Indemnity clubs for
their continued support during the year.

For and on behalf of the Board of Directors

Place: Mumbai
Date: 26th May, 2016

S. Ramakrishnan
Chairman & Managing Director

ANNUAL REPORT 2015-16

Secretarial Audit Report


Form No. MR-3

Annexure I

(v)

For the Financial year ended 31st March, 2016


[Pursuant to Section 204(1) of the Companies Act, 2013 and
rule No. 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]
To,

The following Regulations and Guidelines prescribed


under the Securities and Exchange Board of India Act,
1992 (The SEBI):(a)

The Securities and Exchange Board of India


(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

(b)

The Securities and Exchange Board of India


(Prohibition of Insider Trading) Regulations, 2015;

(c)

The Securities and Exchange Board of India


(Issue of Capital and Disclosure Requirements)
Regulations, 2009;

(d)

The Securities and Exchange Board of India (Share


Based Employee Benefits) Regulations, 2014;(Not
relevant / applicable, since there are no share
based benefits to employees during the year)

(e)

The Securities and Exchange Board of India (Issue


and Listing of Debt Securities) Regulations, 2008;
(Not relevant / applicable, since there is no issue of
debt securities during the year)

(f)

The Securities and Exchange Board of India


(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
and dealing with client;

(g)

The Securities and Exchange Board of India


(Delisting of Equity Shares) Regulations, 2009; (Not
relevant / applicable, since there is no delisting of
equity shares during the year)

(h)

The Securities and Exchange Board of India


(Buyback of Securities) Regulations, 1998; (Not
relevant / applicable, since there is no buyback of
equity shares during the year)

(i)

The Securities and Exchange Board of India


(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Members,
Shreyas Shipping and Logistics Limited
I have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good
corporate practices by Shreyas Shipping and Logistics
Limited (hereinafter called the Company). Secretarial audit
was conducted in a manner that provided me a reasonable
basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Shreyas Shipping and Logistics
Limiteds books, papers, minute books, forms and returns filed
and other records maintained by the Company and also the
information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial
audit, I hereby report that in my opinion, the Company has,
during the audit period covering the Financial year ended on
31st March, 2016, complied with the statutory provisions listed
hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for
the financial year ended on 31st March, 2016 according to the
provisions of:
(i)

The Companies Act, 2013(the Act) and the rules made


thereunder;

(ii)

The Securities Contracts (Regulation) Act, 1956 (SCRA)


and the rules made thereunder;

(iii)

The Depositories Act, 1996 and the Regulations and the


Bye-laws framed thereunder;

(iv)

Foreign Exchange Management Act, 1999 and the


rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;

(vi)

The following laws are applicable to the Company in


addition to laws mentioned above
(a)

Merchant Shipping Act, 1958 and Rules made


thereunder;

(b)

Safety of Life Sea Convention (1974) including its


amendments;

13

(c)

Seamens Provident Fund Act, 1966.

I have also examined compliance with the applicable


clauses to the following:
(i)

Secretarial Standards issued by The Institute


of Company Secretaries of India;

(ii)

The Listing Agreements entered into by the


Company with BSE Limited and National
Stock Exchange of India Limited and revised
listing agreements entered with BSE/ NSE in
accordance with SEBI (Listing Obligations
and Disclosure Requirements) Regulations
2015;

During the period under review the Company has complied


with the applicable provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above. The
Company has complied with the provisions of Section 135
of the Companies Act, 2013 pertaining to Corporate Social
Responsibility except Section 135(5). The Company has
informed that the shortfall in the amount spent during the year
under report is intended to be utilized in a phased manner
in future upon identification of suitable projects within the
Companys CSR Policy and has apportioned the said amount
separately.
I further report that, the Board of Directors of the Company
is duly constituted with proper balance of Executive, Non
Executive Directors and Independent Directors. There are
no changes in the composition of the Board of Directors that
took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is given to all the directors to schedule the
Board Meeting, agenda and detailed notes on agenda were
sent at least seven days in advance or in compliance of the
Act, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.

14

All decisions at Board Meetings and Committee Meetings are


carried out unanimously as recorded in the minutes of the
meetings of the Board of Directors or Committee of the Board,
as the case may be.
I further report that there are adequate systems and
processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
I further report that during the period under review the:1.

The members have approved Special resolution for buy


a container Vessel M.V. OEL Bharat from M/s Orient
Express Lines Inc, Panama, pursuant to section 188 of
Companies Act, 2013 and the rules framed thereunder
through Postal Ballot notice dated 30th April, 2015.

2.

The members have approved Special resolution for


revision in the remuneration of Mr. S. Ramakrishnan,
Chairman and Managing Director with effect from
1st April, 2015 through Annual General Meeting notice
dated 26th May, 2015.

For D. M. Zaveri & Co


Company Secretaries
Dharmesh Zaveri
(Proprietor)
FCS. No.: 5418
CP No.: 4363
Place: Mumbai
Date: 26th May, 2016

ANNUAL REPORT 2015-16

Annexure II
Form No. AOC - 2
Particulars of Contracts/Arrangements made with related parties
(Pursuant to Clause (h) of Sub-Section(3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014-AOC-2)
This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub-section(1) of Section
188 of the Companies Act;2013 including certains arm's length transactions under third proviso thereto.
1)
There were no contracts or arrangements or transactions entered in during the year ended March 31, 2016, which were not at arm's length basis.
2)
Details of material contracts or arrangements or transactions entered in during the year ended March 31, 2016, which were at arm's length basis.
(Rs. In Thousands)
Name of the Related Party
Nature of Contract
Service / Freight income
Balaji Shipping Line FZCO
BLPL Singapore Pte. Ltd.
Orient Express Lines FZCO
Transworld GLS(I) Pvt Ltd
Albatross Shipping Ltd.
Orient Express Lines FZCO
Orient Express Lines (Singapore) Pte. Ltd.
Shreyas Relay Systems Ltd.
Slot Charges Payable
Orient Express Lines FZCO
Agency fees
Relay Shipping Agency Ltd.
Lanka Orient Express Lines Ltd.
Transworld Shipping & Logistics LLC, Dubai
Orient Express Lines (Singapore) Pte. Ltd.
Vessel Management Fees
Orient Express Ship Management Ltd.
Rent
Sivaswamy Holdings Pvt. Ltd.
Geeta Ramakrishnan
Vehicle Lease Rent
Manita Vivek Kumar Singh
Ratnaprabha Desai
Stores, Spares, Victualling, Repairs etc.
Admec Logistics Ltd.
Oracle Implementation
Encore Pierian Logistics Business Services Ltd.
Purchases of Vessels
Orient Express Lines Inc, Panama
Advance Paid
Relay Shipping Agency Ltd.
Albatross Shipping Ltd.
Orient Express Ship Management Ltd.
Encore Pierian Logistics Business Services Ltd.
Lanka Orient Express Lines Ltd.

Nature of Relationship

Duration of contract

Salient term

Rs.

Fellow Subsidiary Company


Other related party
Fellow Subsidiary Company
Other related party
Other related party
Fellow Subsidiary Company
Other related party
Subsidiary Company

Not Applicable
Not Applicable
Charter Period 16th July, 2015
Not Applicable
Not Applicable
Not Applicable
Not Applicable
1st September,2005----Ongoing Contract

Based on transfer pricing guidelines


Based on transfer pricing guidelines
Based on transfer pricing guidelines
Based on transfer pricing guidelines
Based on transfer pricing guidelines
Based on transfer pricing guidelines
Based on transfer pricing guidelines
Based on transfer pricing guidelines

69,233
14,309
18,765
46
140
15,579
3,643
1,613,046

Fellow Subsidiary Company

Not Applicable

Based on transfer pricing guidelines

21,870

Other related party


Other related party
Other related party
Other related party

1st April, 2013 - Ongoing Contract


23rd February,2014 - Ongoing Contract
1st Feburary, 2015 - Ongoing Contract
Not Applicable

Based on transfer pricing guidelines


Based on transfer pricing guidelines
Based on transfer pricing guidelines
Based on transfer pricing guidelines

20,225
549
3,870
232

Other related party

1st April, 2010 - Ongoing Contract

Based on transfer pricing guidelines

39,589

Other related party


Relatives of Key
Management Personnel

1st January, 2012 - Ongoing Contract


1st April, 2013 - Ongoing Contract

Based on transfer pricing guidelines


Based on transfer pricing guidelines

3,732
1,468

Other related party


Other related party

Ongoing Contract
Ongoing Contract

Not Applicable
Not Applicable

Other related party

Not Applicable

Based on transfer pricing guidelines

Other related party

11th November, 2013 - Ongoing Contract Based on transfer pricing guidelines

Fellow Subsidiary Company

Not Applicable

660
282

Based on transfer pricing guidelines

Other related party


Other related party
Other related party
Other related party
Other related party

444,500
19,417
0.14
150
600
1,346

Appropriate approvals have been taken for related party transactions. Advances paid have been adjusted against billings, wherever applicable.
As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

15

Annexure III

Form No. MGT-9


EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I.

REGISTRATION AND OTHER DETAILS

1.
2.
3.
4.

CIN
Registration Date
Name of the Company
Category/ sub-category of the Company
Address of the Registered Office and Contact Details

5.
6.

Whether listed Company (Yes/No)


Name, Address and Contact details of
Registrar and Transfer Agent

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

L63000MH1988PLC048500
16th August, 1988
Shreyas Shipping & Logistics Limited
Public Company Limited by Shares
4th Floor, Himalayas, Geetmala Complex, Near Shah Industrial
Estate, Govandi (East) Mumbai 400 088. Maharashtra.
Phone: 66220300
Yes
Link Intime India Pvt Ltd
C-13, Pannalal Silk Mills Compound, L.B. S. Marg,
Bhandup (West), Mumbai 400 078
Tel: 022 25946970; Fax: 022 - 2594 6969
Email : [email protected]

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:
Sr. No Name and Description of Main Product/ Services NIC Code of the Product
1

Coastal Shipping Transportation

III.

6110

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No Name and Address of the Company

1
IV.

% to total turnover of the


company
100%

Shreyas Relay Systems Ltd

CIN/GIN

U61100MH1994PLC077152

Holding/
Subsidiary of
the Company
Subsidiary

% of shares
held

Applicable
Section

100%

2(87)

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i)
Category-wise Share Holding

Category of Shareholders

A. Promoters
1. Indian
a. Individuals/ Hindu Undivided
Family
b. Central Government
c. State Government(s)
d. Bodies Corporate
e. Financial Institutions / Banks
f. Any Other (specify)
Sub Total (A)(1)

16

No. of Shares held at the beginning of


the year (As at 01.04.2015)
Demat Physical
Total
% of
Total
Share

No. of Shares held at the end of the


year (As at 31.03.2016)
Demat Physical
Total
% of
Total
Share

% of
Change
During
the Year

2287370

2287370

10.42

2287370

2287370

10.42

0.00

0
0
0
0
0
2287370

0
0
0
0
0
0

0
0
0
0
0
2287370

0.00
0.00
0.00
0.00
0.00
10.42

0
0
0
0
0
2287370

0
0
0
0
0
0

0
0
0
0
0
2287370

0.00
0.00
0.00
0.00
0.00
10.42

0.00
0.00
0.00
0.00
0.00
0.00

ANNUAL REPORT 2015-16

Category of Shareholders

No. of Shares held at the beginning of


the year (As at 01.04.2015)
Demat Physical
Total
% of
Total
Share

No. of Shares held at the end of the


year (As at 31.03.2016)
Demat Physical
Total
% of
Total
Share

% of
Change
During
the Year

2. Foreign
a. NRIs- Individuals

1444075

1444075

6.58

1444075

1444075

6.58

0.00

b. Other - Individuals

0.00

0.00

0.00

c. Bodies Corporate

12351650

0 12351650

56.25

0.00

0 12351650

56.25 12351650

d. Banks / Financial Institutions

0.00

0.00

0.00

e. Any Other (specify)

0.00

0.00

0.00

Sub Total (A)(2)

13795725

0 13795725

62.83 13795725

13795725

62.83

0.00

Total Shareholding of Promoter 16083095


(A)=(A)(1)+(A)(2)

0 16083095

73.25 16083095

16083095

73.25

0.00

B. Public shareholding
1. Institutions
a. Mutual Funds

0.00

119260

600

119860

0.55

100.00

b. Banks / Financial Institutions

0.00

9393

9393

0.04

100.00

c. Central Government

0.00

0.00

0.00

d. State Government(s)

0.00

0.00

0.00

e. Venture Capital Funds

0.00

0.00

0.00

f.

0.00

0.00

0.00

g. FIIs

Insurance Companies

0.00

130059

130059

0.59

100.00

h. Foreign Venture Capital


Investors

0.00

0.00

0.00

i.

900

900

0.00

300

300

0.00

100.00

900

900

0.00

258712

900

259612

1.18

1.18

Indian

1108370

14000

1122370

5.11

1246792

14000

1260792

5.74

0.63

ii. Overseas

0.00

0.00

0.00

Individual shareholders holding


nominal share capital up to Rs
1 Lakh

2077006

550701

2627707

11.97

1910686

506226

2416912

11.01

-0.95

ii. Individual shareholders holding


nominal share capital in excess
of ` 1 Lakh

1624103

1624103

7.40

1430756

1430756

6.52

-0.88

Any Other (UTI)

Sub Total (B) (1)


2. Non-institutions
a. Bodies Corporate
i.

b. Individuals
i.

c. Others

499358

499358

2.27

506366

506366

2.31

0.04

Sub Total (B)(2)

5308837

564701

5873538

26.75

5094600

520226

5614826

25.57

-0.01

Total Public Shareholding


(B)=(B)(1)+(B)(2)

5308837

565601

5874438

26.75

5353312

521126

5874438

26.75

0.00

Total (A)+(B)
C. Shares held by custodians for
GDRs and ADRs
GRAND TOTAL (A)+(B)+(C)

21391932
0
21391932

565601 21957533 100.00 21436407


0

0.00

565601 21957533 100.00 21436407

521126 21957533 100.00


0

0.00

0.00

521126 21957533 100.00

0.00

17

(ii)

Shareholding of Promoters

Sr.
No

Shareholders Name

Shareholding at the beginning of


the year (AS AT 01.04.2015)
No of
Shares

TRANSWORLD HOLDINGS
LIMITED

% of total % of shares
shares
pledged/
of the
encumbered
company
to total
shares

12351650

56.25

ANISHA VALLI RAMAKRISHNAN

1167325

5.32

MITHILA V MAHESH

1167325

5.32

RITESH S. RAMAKRISHNAN

168375

0.77

MURLI S MAHESH

168375

RAJAN RAMNARAYAN

7
8

Shareholding at the end of the


year (AS AT 31.03.2016)
No of
Shares

0 12351650

%
change
in
% of total % of shares
shareshares
pledged/
of the
encumbered holding
during
company
to total
the
year
shares
56.25

1167325

5.32

1167325

5.32

168375

0.77

0.77

168375

0.77

140875

0.64

140875

0.64

RAJIV RAMNARAYAN

136375

0.62

136375

0.62

L. B. CULAS

120845

0.55

120845

0.55

MAHESH SIVASWAMY

112475

0.51

112475

0.51

10

S RAMAKRISHNAN

109375

0.50

109375

0.50

11

V RAMANARAYAN

109375

0.50

109375

0.50

12

BRINDA RAMNARAYAN

108375

0.49

108375

0.49

13

GEETA RAMAKRISHNAN

108375

0.49

108375

0.49

14

MALA MAHESH IYER

108375

0.49

108375

0.49

15

BHAGIRATHI IYER

5000

0.02

5000

0.02

16

ABHINAV KUMAR

600

0.00

600

0.00

(iii) Change in Promoters Shareholding (please specify, if there is no change)


Sr.
No

Particulars

Shareholding at the
beginning of the year

Cumulative Shareholding
during the year

No. of shares

% of total shares
of the company

No. of shares

% of total shares
of the company

At the beginning of the year

16083095

73.25

16083095

73.25

Sale of Shares (No Change)

N.A.

N.A.

N.A.

N.A.

At the End of the Year

16083095

73.25

16083095

73.25

18

ANNUAL REPORT 2015-16

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr.
No

Shareholders Name

1
2
3
4
5
6

ASHISH KACHOLIA
PARAM CAPITAL RESEARCH PRIVATE LIMITED
EARNEST SHIPPING AND SHIP BUILDERS LIMITED
VIMAL SAGARMAL JAIN
PRATIBHUTI VINIHIT LIMITED
L AND T MUTUAL FUND TRUSTEE LTD-L AND T INDIA
VALUE FUND
PRATIBHUTIVINIYOGLTDMARGINA/C
M.L.DAMANI SECURITIES PVT. LTD
SLG INTERNATIONAL OPPORTUNITIES,L.P
ADITYA OMPRAKASH DAMANI
NEEPA K SHAH
VIKRAM OMPRAKASH DAMANI
PRITI KARWA
PORINJU V VELIYATH
AJAYKUMAR VAKHARIA
SURESH BHATIA
SETHURAMAN PALANIVELU

7
8
9
10
11
12
13
14
15
16
17
(v)

0
0
0
104951
102415
100000
50090
49620
46281
45551
42668

0.00
0.00
0.00
0.48
0.47
0.46
0.23
0.23
0.21
0.21
0.19

Shareholding at the % change


end of the year (AS
in shareAT 31.03.2016)
holding
No of
% of total during the
year
Shares
shares
of the
company
581190
2.65
0.75
265265
1.21
100.00
169801
0.77
100.00
167760
0.76
0.20
135381
0.62
100.00
119260
0.54
100.00
115100
96500
92700
91101
88756
90000
50090
0
0
0
0

0.52
0.44
0.42
0.41
0.40
0.41
0.23
0.00
0.00
0.00
0.00

100.00
100.00
100.00
-0.07
-0.07
-0.05
0.00
-100.00
-100.00
-100.00
-100.00

Shareholding of Directors and Key Managerial Personnel:

Sr.
No

Shareholders Name

1
2
3
4
5

S RAMAKRISHNAN
V RAMANARAYAN
CAPT. VIVEK KUMAR SINGH
RAJESH DESAI
NAMRATA MALUSHTE

V.

Shareholding at the
beginning of the year
(AS AT 01.04.2015)
No of
% of total
Shares
shares
of the
company
415906
1.89
0
0.00
0
0.00
122490
0.56
0
0.00
0
0.00

Shareholding at the beginning Shareholding at the end of the


of the year (AS AT 01.04.2015)
year (AS AT 31.03.2016)
No of Shares
% of total
No of Shares
% of total
shares of the
shares of the
company
company
109375
0.50
109375
0.50
109375
0.50
109375
0.50
4262
0.01
1000
0.00
625
0.00
625
0.00
0
0
0
0

% change in
share-holding
during the year

0
0
-0.01
0.00
0

INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars
Indebtness In the beginning of the year
1)
Principal Amount
2)
Interest due but not paid
3)
Interest accrued but not due
Indebtness In the end of the year
1)
Principal Amount
2)
Interest due but not paid
3)
Interest accrued but not due

Secured Loans
Excluding Deposits

Unsecured
Loans

(Amount in `)
Total
Indebtedness

Deposits

99,39,50,169
Nil
30,88,613

Nil

Nil

99,39,50,169
Nil
30,88,613

1,60,44,42,414
Nil
14,95,580

Nil

Nil

1,60,44,42,414
Nil
14,95,580

19

VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

Remuneration to Managing Director, Whole-time Directors and/or Manager

Sr.
No

Particulars of Remuneration

Gross Salary
(a) Salary as per provisions contained in Section 17(1)
of the Income Tax Act, 1961
(b) Value of Perquisites u/s 17(2) Income Tax Act, 1961
(c) Profits in lieu of salary under section 17(3) of the
Income Tax Act, 1961
Stock option
Sweat Equity
Commission
`- as a % of profit
`- others, specify
Others Please Specify
Contribution to PF
Gratuity

2
3
4

Name of MD/ WTD/Manager


S. Ramakrishnan
V. Ramnarayan

B.

Remuneration to other directors

I.

Independent Director

Particulars of
Remuneration
INDEPENDENT
DIRECTORS
SITTING FEES
COMMISSION
OTHERS
II.

Total Amount

1,10,99,960

9,98,000

1,20,97,960

1,40,00,000
7,20,000
-

1,40,00,000
7,20,000
-

Name of Directors
S.
RAGOTHAMAN

MANNIL
VENUGOPALAN

AMITABHA
GHOSH

D. T.
JOSEPH

MAYA
SINHA

MAN MOHAN
SAGGI

3,30,000
NIL
NIL

3,60,000
NIL
NIL

3,00,000
NIL
NIL

4,35,000
NIL
NIL

3,75,000
NIL
NIL

3,90,000
NIL
NIL

TOTAL
AMOUNT
21,90,000
NIL
NIL

Other Non-Executive Directors

Particulars of
Remuneration
OTHER
NON EXECUTIVE
DIRECTORS
SITTING FEES
COMMISSION
OTHERS

20

Name of Directors
TOTAL AMOUNT

RITESH S.
RAMAKRISHNAN

S. MAHESH

L. B. CULAS

1,65,000
NIL
NIL

60,000
NIL
NIL

1,20,000
NIL
NIL

3,45,000
NIL
NIL

ANNUAL REPORT 2015-16

C.
Sr.
No

Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD


Particulars of
Remuneration

Name of KMP
RAJESH
NAMRATA
Total Amount
VIVEK KUMAR
SINGH
DESAI
MALUSHTE
15-16
14-15
15-16
14-15
15-16
14-15
15-16
14-15
77,11,779 49,31,684 32,97,579 28,49,302 19,43,134 16,26,937 1,29,52,492
94,07,922

Gross Salary
(a) Salary as per
provisions
contained in
Section 17(1) of
the Income Tax
Act, 1961
(b)

Value of
Perquisites u/s
17(2) Income Tax
Act, 1961

39,600

21,600

21,600

21,600

21,600

72,000

82,800

2,20,044
-

2,03,746
50,936

1,09,320
-

1,01,218
25,304

1,07,244
-

65,261
16,315

4,36,608
-

3,70,224
92,556

(c)

2
3
4

Profits in liue
of salary under
section 17(3) of the
Income Tax Act,
1961
Stock option
Sweat Equity
Commission
- as a % of profit
- others, specify
Others Please Specify
Contribution to PF
Grautuity

28,800

VII. Penalties / Punishment/ Compounding of Offences


Type

Section of the
Companies Act

NIL

NIL

Brief Details of
Penalty Punishment/
Compounding Fees
imposed
NIL

Authority
[RD/NCLT/Court]

Appeal made, if any


(give details)

NIL

NIL

21

Managements Discussion and Analysis

Annexure IV

Industry Structure and Developments

Logistics

Coastal Shipping

India has made significant footmark in global economic arena


in past decade, our economy is projected to grow to 7.5 per
cent by 2020. This projection is mainly based on Make in India
initiative to boost manufacturing production and investments
in infrastructure and information technology for improving
productivity. With focus on boosting production and improving
productivity plans, economic pundits and entrepreneurs are
optimist about our future growth prospects.

The importance of Coastal Shipping in India has increased


manifold in the past few years. India lies in geographical
proximity to important shipping routes which gives a natural
advantage to the country's shipping. Moreover, shipping is
no longer an isolated mode of transport but forms a part of
an intermodal transport chain linking other transport modes.
Given its inherent advantage of a vast coastline, India can prove
to be an effective transhipment hub. In fact, it is now evident
that coastal shipping has the potential to drive transhipment at
Indian ports which would enhance the price competitiveness
of the Indian exports.
In order to give an impetus to the development of coastal
shipping in India, the Ministry of Shipping organized the
Maritime India Summit, 2016, which was its maiden flagship
initiative. This Summit gave an extensive platform to the
shipping fraternity to explore business opportunities at large.
It is said that a robust maritime sector with strong and efficient
port infrastructure can prove to be a strong catalyst of economic
growth. The Ministry has therefore also launched the ambitious
Sagarmala Project which endeavors to transform the Indian
shipping sector. This project includes modernisation of ports
and islands, setting up of coastal economic zones, new major
ports and fish harbours.
During the year 2015-2016, the container throughput handled
at major ports in India was 123 million tonnes which a growth
of 3% over the previous fiscal. In fact, these ports cumulatively
handled 8.2 million 20 teus units compared with 7.96 million
teus. During 2015-16, Mormugao recorded highest growth
in traffic 41.2% followed by Chidambaranar (13.7%), Kolkata
Dock System (9.2%), Kandla (8.2%), Haldia Dock Complex
(8.1%), Paradip (7.6%), Kamarajar (6.5%), Cochin (2.3%) and
JNPT (0.4%).
In terms of total tonnage for the current year, major ports
saw cargo volumes grow 4.31 % in fiscal 2015-16 to 606.4
million tons from 581.34 million in the previous year. Kandla
demonstrated a record-setting annual volume of 100 million
tons, followed by Paradip, at 76.4 million tons; JNPT, at 64
million tons; Mumbai, at 61 million tons; Visakhapatnam, at 57
million tons; and Chennai, at 50 million tons, according to the
collected data.

22

According to United Nations and MAPI (Manufacturers


Alliance for Productivity and Innovation) research, India ranks
9th for world production share (1st China, 2nd USA and 3rd
Japan). The Make in India initiative, while boosting Indias
industrial production, will call for increase in transportation
activities. Transportation cost for manufacturing industry is
critical, as it is part of the cost of production of the goods. The
objective for manufacturers is to bring this cost to minimum
so that the economy can derive maximum benefit. Based
on Logistic Performance Index (4th edition), released by
World Bank indicated that India's ranking has slipped from
39th to 54th rank. This ranking is crucial because Logistics
performance and trade facilitation are strongly associated
with trade expansion, export diversification, attractiveness to
foreign direct investment, and economic growth. With respect
to logistics cost (per cent) to GDP, according to World Bank
Data, Logistics industry cost contributes to around 9 per cent
of the world GDP for developed countries, whereas Indian
logistics industry cost contributes to 13 per cent of our GDP.
Most commonly used transportation modes in India are Road
Logistics almost 60 per cent (heavily congested) and Rail
Logistics almost 33 per cent (full utilized); accounting to over
93 per cent, which are already overburdened and it is unlikely to
keep up with the pace of our future growth demands.Presently
there are 177 interstate check posts and 268 toll barriers on
national highways. In India, a truck can cover only 250400
km per day compared to 700800 km in developed countries.
According to Planning Commission Report, in a given year,
a truck on Indian roads can cover 60K 1 Lacs km, while in
the US, a truck can travel up to 4 Lac km a year. Also, World
Bank has estimated that trucks delays at checkpoints costs
our economy anywhere between INR 900 Cr to INR 2,300 Cr.

ANNUAL REPORT 2015-16

Outlook on opportunities
Coastal shipping
India is naturally blessed with a long coastline of over
7,500 kms and home to 14,500 kms of navigable waterways to
movement of mechanized vessels. The country has 13 major
ports and more than 180 minor ports spread across 9 maritime
states which can play a vital role in maritime transport & trade
and are the economic drivers for the country and regions.
However, coastal shipping presently accounts for only 7 per
cent of overall cargo movement in India. Promotion of coastal
shipping is essential due to the potential economic and social
benefits it could confer. Hence it is important to address issues
such as route development, capacity additions, and incentives
by reduction in fuel bill, logistic cost, impact of land congestion
& pollution on national economy and the environment. The
Ministry of Shipping has taken due cognizance of the same and
is intervening to simplify procedures to enable ease of doing
business. Numerous initiatives have been declared during the
year making Indian coastal shipping quite competitive with
other countries.
The Sagarmala project initiated by the Ministry envisages portled development including development of Special Economic
Zones, FTWZs, rail, road, and water connectivity with the
hinterland, with linkages to tourism & other related sectors,
port-led industrialization, port based urbanization, coastal
tourism, coastal shipping, fisheries, recreational activities. In
fact, major ports are undertaking studies to deepen the draft
to 18 meters to handle large and modern vessels.

on infrastructure, technology upgrades, and expansion of


sea and airport facilities, and a dedicated logistics corridor
in the rail network are likely to strengthen the Indian logistics
infrastructure. The booming e-commerce market in India is
bringing in new opportunities for Logistic Service Provider.
The evolving business model(s) in this space focuses on
containing logistics and delivery costs.
Outlook on Threats, Risks and Concerns
Shipping
Despite the untiring efforts invested by the Ministry, a
lot remains to be done for the Indian coastal shipping. It
continues to face hurdles at various stages. A major one
being availability of adequate bunkering facilities. Inadequate
bunkering infrastructure at most minor/intermediate ports acts
as an hindrance to coastal shipping. Another concern is the
unavailability of attractive financing options for procurement
of coastal vessels. This adds to the operating costs of the
Company thereby bringing down the possibility of a level
playing field with foreign competitors.
The last mile connectivity in case of coastal shipping is
economically viable only if the producers/consumers of the
shipped goods are within a distance of around 100 Km from
the loading/unloading point at the port side. This last mile
connectivity often proves to be a challenge in India driving
up the overall cost of transportation via coastal shipping.
Availability of dedicated infrastructure will go a long way in
promoting coastal shipping as a mode of freight transportation.
Logistics

Logistics
Growth prospects for the Indian logistics sector looks
promising in 2016 with support from numerous Government
initiatives in the areas of trade and industry promotion, logistics
infrastructure development, and tax reforms. In addition to
this, the booming e-commerce sector is likely to support
strong growth in the warehousing segment. Dedicated freight
corridor, increased port connectivity, and proposed auto
hub are likely to increase share of railways in land transport.
Despite economic uncertainties, the Indian logistics sector is
likely to grow above 6% in 2016.

India continues to have inherent challenges. The basic


challenge being poor infrastructure. There is insufficient
integration of transport, warehousing and information
technology facilities. There is a real dearth of manpower that
is skilled that can support this sector as it grows. The GST Bill,
though it would make the functioning of the sector smoother,
has still not been passed through. Also, there is a shortage
of investment in research and development capability. For
a sector to innovate and consistently reinvent itself as is
necessary for a growing sector, R & D should be an integral
part of the endeavor.

Government initiatives to promote the manufacturing sector


and exports are likely to increase the demand for logistics
functions. Trade with Asia, Europe, and North America are
likely to remain the major drivers for freight forwarding and
transportation companies in the region. Major investments
by both the public and private sectors in the last five years

The logistics sector, despite its many limitations, is slated for


significant growth in 2016 and indeed the coming years. It
remains to be seen whether this growth will be structured in
a way to ensure sustainability in the sectors operations. For
logistics players, exciting times with many changes lie ahead.
By positioning themselves well, players can ride the crest of

23

the wave of changes to grow and become more profitable.


Internal control systems and their adequacy
The philosophy we have with regard to internal control
systems and their adequacy has been formulation of effective
systems and their strict implementation to ensure that assets
and interests of the Company are safeguarded; checks and
balances are in place to determine the accuracy and reliability
of accounting data.
The Internal Audit, an independent appraisal function to
examine and evaluate the efficiency and effectiveness of the
internal control system, appraises periodically about activities
and audit findings to the Audit Committee, Statutory auditors
and the Top Management.
Internal audit ensures that systems are designed and
implemented with adequate internal controls commensurate
with the size and operations; transactions are executed and
assets are safeguarded and deployed in accordance with
the policies, existence of adequacy of internal controls in all
existing policies and procedures.
Performance review of Shreyas
Human resources

remained cordial throughout the year. The Company


continues to focus on the safety, training and development of
the employees.
Cautionary statement
Statements in this report describing the companys objectives,
projections, estimates and expectations may be forward
looking statements, within the meaning of applicable laws
and regulations, based on beliefs of Shreyas Management.
Such statements reflect the Companys current views with
respect to the future events and are subject to risks and
uncertainties. Many factors could cause the actual result to
be materially different from those projected in this report,
including amongst others, changes in the general economic
and business conditions, changes in the currency exchange
rates and interest rates, introduction of competing services,
lack of acceptance of new services, and changes in business
strategy. Shreyas does not intend to assume any obligation to
update any forward-looking statements or information, which
speak as of their respective dates reflecting circumstances
arising after this date or to reflect the occurrence of underlying
events, even if the underlying assumptions do not come to
fruition.
For and on behalf of the Board of Directors

st

As on 31 March, 2016, the Company had 32 shore staff and


228 floating staff.
The relations between the employees and the Company

24

Place : Mumbai
Date : 26th May, 2016

S. Ramakrishnan
Chairman & Managing Director

ANNUAL REPORT 2015-16

Report on Corporate Governance


Pursuant to Regulation 34 (3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Regulations)
I.

Corporate Governance Philosophy and Practice


The Corporate Governance philosophy of the Company
is based on the principles of transparency and highest
degree of disclosure levels and accountability for all
its stakeholders. We believe that sound corporate
governance is critical to enhance and retain stakeholders'
trust. Accordingly, we ensure that we conduct our
business with integrity. Our Board exercises its fiduciary
responsibilities in the widest sense of the term. We also
endeavor to enhance long-term shareholder value and
respect minority rights in all our business decisions.

II.

Annexure V

Board of Directors
i.

Composition of Board of Directors


The composition of the Board is in accordance
with the requirements set forth by Regulation 17 (1)
of SEBI Regulations. All the Directors are experts
in their respective fields / professions. The Board
consists of Eleven Directors of which two are
Executive Directors and nine are Non-Executive
Directors. The Chairman and Managing Director is
an Executive Director and Promoter. Six Directors
of the Company are Independent Directors and
five are Non-Independent Directors.

Details, as on date, of the composition of the Board and changes therein since the last Report, category of the Directors
and their attendance at Board meetings and the last Annual General Meeting, number of their other directorships and
Committee Memberships / Chairmanships is given below:
Name of the Director

Mr. S. Ramakrishnan3
Chairman & Managing Director
Mr. V. Ramnarayan
Executive Director
Mr. S. Mahesh3
Director
Mr. L. B. Culas
Director
Mr. Ritesh S. Ramakrishnan4
Director
Mr. Mannil Venugopalan
Director
Mr. Amitabha Ghosh
Director
Mr. S. Ragothaman
Director
Mr. D. T. Joseph
Director
Capt Man Mohan Saggi
Director
Ms. Maya S. Sinha
Director

Category
Number of
Attendance
of
Board meetings
at the
Directorship1 attended out of
last AGM
Six held during (21.07.2015)
the year
2015-16

No. of
Directorships
in other
public limited
companies as
on 31.03.2016

No. of Committee
positions held in
other public limited
companies
as on 31.03.2016 2
Chairman Member
-

ED

Yes

ED

Yes

NIL

NED (NI)

Yes

NIL

NIL

NED (NI)

Yes

NIL

NIL

NED (NI)

Yes

NIL

NED (I)

Yes

NED (I)

No

NIL

NED (I)

Yes

NED (I)

Yes

NIL

NED (I)

Yes

NIL

NIL

NED (I)

Yes

NIL

NIL

25

vi.

Notes:
1.

2.

Category of Directorship:
ED

Executive Director

NED (NI)

Non-Executive Director and not


Independent

NED (I)

Non-Executive Director and


Independent

As required by Regulation 26 of SEBI Regulations,


only Membership / Chairmanship of the Audit
Committee and Stakeholders Relationship
Committee have been considered. None of the
Directors of the Company is a Member in more
than 10 Committees or act as Chairman of more
than 5 Committees across all companies in which
he is a Director.

3.

Mr. S. Ramakrishnan and Mr. S. Mahesh are


brothers.

4.

Mr. S. Ramakrishnan is father of Mr. Ritesh S.


Ramakrishnan.

ii.

Number of Board Meetings


Six Board meetings were held during the year
ended on 31st March, 2016. These were on 30th
April, 2015, 26th May, 2015, 13th August, 2015, 5th
November, 2015, 30th November, 2015 and 12th
February, 2016. The gap between any two Board
meetings did not exceed one hundred twenty
days as required by Regulation 17 (2) of SEBI
Regulations.

iii.

During the year 2015-16, the information


as mentioned in Schedule II Part A of SEBI
Regulations, has been placed before the Board of
Directors for its consideration.

iv.

The Company is in compliance with Regulation 17


to 27 and clauses (b) to (i) of sub regulation 2 of
Regulation 46 of SEBI Regulations.

v.

The details of the familiarisation programme


imparted to Independent Directors are available
on the website of the Company (www.transworld.
com/shreyas).

26

III.

Details of equity shares held by Non Executive


Directors as on 31st March, 2016:

Audit Committee of Directors (Audit Committee)


The Audit Committee of the Company is constituted in
line with provisions of Regulation 18 of SEBI Regulations,
read with Section 177 of the Companies Act, 2013.
i.

Terms of reference
The powers and terms of reference of the Audit
Committee are comprehensive and include all
that is mandated as per Regulation 18 of SEBI
Regulations and Section 177 of the Companies
Act, 2013. The Committee is vested with necessary
powers, as defined in its Charter, to achieve its
objectives.
The Committee, inter alia, has reviewed the financial
statements including Auditors Report for the year
ended 31st March, 2016 and has recommended
its adoption, records of related party transactions,
reports related to compliance of laws and risk
management and the financial statements of the
subsidiary companies.
All the members of the Audit Committee are
financially literate. In view of their professional
qualification
and
experience
in
finance,
Mr. Amitabha Ghosh, Mr. S. Ragothaman,
Mr. Mannil Venugopalan and Ms. Maya Sinha
are considered to have accounting and related
financial management expertise.
The Chief Financial Officer, representative of the
Internal Auditors and the statutory auditors are
permanent invitees to the meetings of the Audit
Committee. The Audit Committee invites such of
the executives to be present at its meetings.

ANNUAL REPORT 2015-16

ii.

Composition
The present composition of the Audit Committee and the details of meetings attended by its members is as follows:
Name

Mr. Amitabha Ghosh


Mr. S. Ragothaman
Mr. D.T. Joseph
Mr. Mannil Venugopalan
Mr. Ritesh S. Ramakrishnan
Capt Man Mohan Saggi
Ms. Maya Sinha

Position
held
Chairperson
Member
Member
Member
Member
Member
Member

Category

Non-Executive and Independent Director


Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Non-Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director

Number of meetings
during year 2015-16
Held
Attended
5
4
5
5
5
5
5
5
5
3
5
5
5
5

The Company Secretary acts as the Secretary of the Committee


iii.

Meetings during the year


Five meetings were held for the year ended on 31st
March, 2016. These were on 25th May, 2015, 12th
August, 2015, 5th November, 2015, 12th February,
2016 and 21st March, 2016. The gap between any
two meetings did not exceed one hundred twenty
days as required by Regulation 18 (2) of SEBI
Regulations.
The necessary quorum was present for all the
meetings.

IV.

3.

To recommend to the Board on (i) policy


relating to remuneration for Directors,
Key Managerial Personnel and Senior
Management and (ii) Executive Directors
remuneration and incentive.

4.

To ensure that the remuneration for Directors


is reasonable and sufficient to attract, retain
and motivate appropriate Directors required
for running the Company effectively.

5.

To ensure that the remuneration to


Key Managerial Personnel and Senior
Management involves a balance between the
pay and goals appropriate to the working of
the Company.

6.

To ensure that the relationship of


remuneration to performance is clear and
meets appropriate performance benchmarks.

7.

To monitor the length of service of current


Board members, considering succession
planning issues and identifying the likely
order of retirement by rotation of nonexecutive directors.

Nomination and Remuneration Committee


The Nomination and Remuneration Committee of
the Company is constituted in line with provisions
of Regulation 19 of SEBI Regulations, read with
Section 178 of the Companies Act, 2013.
i.

Brief Description of Terms of reference:

1.

To carry out evaluation of the Directors


performance and recommend to the Board
appointment / removal based on his / her
performance.

2.

To formulate a criteria for determining


qualifications, positive attributes and
independence of a Director.

27

ii.

Composition

The present composition of the Remuneration Committee


is as follows:
Name
Mr. D.T. Joseph

V.

Position
held
Chairperson

Mr. Ritesh S.
Ramakrishnan

Member

Mr. S.
Ragothaman
Mr. Amitabha
Ghosh
Ms. Namrata
Malushte

Member
Member
Secretary

Category
Non-Executive and
Independent Director
Non-Executive and
Non Independent
Director
Non-Executive and
Independent Director
Non-Executive and
Independent Director
Company Secretary &
Compliance Officer

During the year the meeting of remuneration committee


was held on 25th May, 2015 and was attended by the
following members:
1.
Mr. D. T Joseph
2.
Mr. S. Ragothaman
3.
Mr. Amitabha Ghosh
Remuneration of Directors:
The Nomination and Remuneration Policy provides a
framework for appointment of Directors, Key Managerial
Personnel and Senior Management, their performance
evaluation and fixing their remuneration based on their
performance.
The Company pays remuneration to the Chairman and
Managing Director by way of Salary and Commission.
The commission as a part of profits is paid to the
Chairman and Managing Director upon the adoption of
quarterly accounts by the Board.
The details of remuneration paid to the Directors are as
follows:
a.

For Executive Directors

Sr.
No

Particulars of
Remuneration

1
2

Gross Salary
Commission
(As a part of
profit)
Contribution
to PF

S. Ramakrishnan V. Ramnarayan
(Chairman
(Executive
& Managing
Director)
Director) (in `)
(in `)

11,099,960
14,000,000

998,000
--

720,000

--

The appointment of Mr. S. Ramakrishnan is in terms of


the approval received from the Central Government vides
its letter bearing reference no. SRN No. C20907382/
2014 - CL-VII dated 20th November, 2014 valid from

28

1st April, 2014 upto 31st March, 2019. The members have
at the 27th Annual General Meeting held on 21st July,
2015 approved the payment of remuneration of upto
` 3 crores to the Chairman & Managing Director wherein
` 1.20 crores shall be fixed salary and upto 3% of Net
Profits shall be paid as a commission.
b.

For Non-Executive Directors

All fees / compensation paid to Non-Executive Directors


are fixed by the Board of Directors of the Company
within the limits prescribed by the Companies Act, 2013.
For the year ended 31st March, 2016, the Non-Executive
Directors were paid remuneration by way of sitting fees
for attending the Board and Committee Meetings as
follows:
Sr.
No
1
2
3
3
4
5
6

Meetings
Board of Directors
Audit Committee
Nomination & Remuneration
Committee
Independent Directors
CSR Committee
Risk Management Committee
Stakeholders Relationship
Committee

Sitting fees
(in. `)
30,000
30,000
30,000
30,000
15,000
15,000
15,000

The details of sitting fees paid to the Non-Executive


Directors for the year 2015-16 and shares held by them
in the Company as on 31st March, 2016 are as follows:
Name of the
Director

Mr. S. Mahesh
Mr. L. B. Culas
Mr. Ritesh S.
Ramakrishnan
Mr. Amitabha
Ghosh
Mr. S.
Ragothaman
Mr. D. T.
Joseph
Mr. Mannil
Venugopalan
Capt Man
Mohan Saggi
Ms. Maya S.
Sinha

Sitting
Sitting
Number of
Fees for
Fees for
Equity shares
Board
Committee* held in Shreyas
Meetings
Meetings
Shipping &
attended
attended
Logistics Ltd. as
on 31st March,
(`)
(`)
2016
60,000
-112,475
120,000
60,000

-105,000

120,845
168,375

120,000

180,000

NIL

120,000

240,000

3,000

180,000

255,000

NIL

180,000

180,000

NIL

180,000

210,000

NIL

150,000

225,000

NIL

*Includes all the Committees

ANNUAL REPORT 2015-16

Presently, the Directors of the Company who are


not in whole-time employment of the Company are
compensated only by way of sitting fees for attending the
meetings of the Board and its Committees. The Board
of Directors has not recommended commission for the
Directors not in whole-time employment of the Company
for the year ended 31st March, 2016. The Company does
not have a scheme for stock options for its Directors.
None of the Independent Directors had pecuniary interest
in or transactions with the Company during the year.
VI.

Stakeholders Relationship Committee


The Stakeholders Relationship Committee is constituted
in line with provisions of Regulation 20 of SEBI
Regulations read with Section 178 of the Companies Act,
2013.
The Stakeholders Relationship Committee is primarily
responsible for satisfactory redressal of investors
complaints.

Composition
The present composition of the Committee is as follows:
Name

Position
Category
held
Mr. D. T. Joseph
Chairperson Non Executive
Independent Director
Mr. V. Ramnarayan
Member
Executive Director
Ms. Namrata Malushte Secretary
Company Secretary
& Compliance Officer
Terms of reference
a.
Review the existing investor redressal system and
suggest measures for improvement.
b.
Resolution of investor grievances / complaints.
c.
Suggest improvement in investor relations.
d.
Consider and take on record Certificate from a practicing
Company Secretary under Regulation 40 (9) of Listing
Regualtions.
e.
Propose to the Board of Directors, the appointment / reappointment of the Registrar and Share Transfer Agent,
including the terms and conditions, remuneration,
service charge / fees.
Meetings and attendance during the year
One meeting of the Committee was held during the year ended
on 31st March, 2016 on 12th February, 2016. All members of
the Committee and the Secretary were present at the above
meetings.
The Secretarial Department of the Company, under the
supervision of the Company Secretary, who is also nominated
by the Company as the Compliance Officer as required
under Regulation 6 of Listing Regulations, and the Registrar
and Share Transfer Agent, M/s. Link Intime India Pvt. Ltd.

attend to all grievances of the Shareholders and the investors.


The Company and M/s. Link Intime India Pvt. Ltd. are
making further attempts to ensure that the grievances are
expeditiously addressed and redressed to the full satisfaction
of the Shareholders.
The details of Investor complaints received and redressed
during the year 2015-16 is as follows:
Opening Balance
Received during the year
Resolved during the year
Closing Balance

0
12
12
0

VII. Share Transfer Committee


The Share Transfer Committee has been specifically
constituted for approving the transfer / transmission /
transposition of shares and consolidation / splitting of
folios, issue of share certificates in exchange for subdivided, consolidated, defaced share certificates, etc.
ensuring compliance with legal requirements of share
transfers and co-ordination with the Registrar and
Share Transfer Agent, Depositories, etc. The present
composition of the Committee is as follows:
Name
Mr. S.
Ramakrishnan
Mr. V.
Ramnarayan
Mr. S. Mahesh
Mr. Rajesh Desai
Ms. Namrata
Malushte

Position held
Chairperson
Member
Member
Member
Secretary

Category
Chairman & Managing
Director
Executive Director
Director
Chief Financial Officer
Company Secretary &
Compliance Officer

Meetings of the Share Transfer Committee are usually held


fortnightly. 24 meetings of the Share Transfer Committee were
held during the year 2015-16.
VIII. Corporate Social Responsibility Committee
The Board of Directors at its meeting held on 11th
November, 2014 constituted the Corporate Social
Responsibility Committee (CSR Committee) as
required under Section 135 of the Companies Act, 2013.
Composition
Name
Mr. Ritesh S.
Ramakrishnan
Mr. V. Ramnarayan
Ms. Maya S. Sinha
Ms. Namrata Malushte

Position
Designation
Chairperson Non Executive
Director
Member
Executive Director
Member
Independent Director
Secretary
Company Secretary

29

Terms of Reference:
1.

To frame CSR policy and review it from time to time

2.

Ensure effective implementation and monitoring of CSR


activities as per the policy.

3.

Ensure compliance with laws governing CSR

4.

Report to the Board of Directors

2013-14

26th

2012-13

25th

One meeting was held during the year on 21st March,


2016.
IX.

Risk Management Committee


The Risk Management Committee is reconstituted in
accordance with Regulation 21 of SEBI Regulations. The
Committee meets at regular intervals and assesses the
risk areas for the Company and suggests measures to
mitigate such risks.

b.

Sivaswamy Auditorium
12th
August, of Fine Arts Cultural
Centre, 61/21 R.C.
2014
Marg, Opp.Vijaya Bank,
Chembur, Mumbai
400 071
nd
22
Sivaswamy Auditorium
July,
of Fine Arts Cultural
2013
Centre, 61/21 R.C.
Marg, Opp.Vijaya Bank,
Chembur, Mumbai
400 071.

11.00
a.m.

11.00
a.m.

Special resolutions passed at last three AGMs

Sr. Date of
No AGM
1
21st July,
2015

Special Resolutions passed

Mr. V. Ramnarayan

Chairperson

Executive Director

Ms. Maya S. Sinha

Member

Independent Director

Capt. Man Mohan Saggi Member

Independent Director

Approval of Remuneration upto ` 3 crore


to Mr. S. Ramakrishnan, Chairman &
Managing Director
1.
Being NRI, reappointment of
Mr. S. Ramakrishnan as Chairman
& Managing Director for a period of
5 years.

Capt. V. K. Singh

Chief Executive Officer

2.

Composition
Name

Position

Member

Designation

X.

General Body Meetings

a.

Particulars of the last three Annual General Meetings


(AGMs)

Financial AGM Date


year
No.
2014-15 27th
21st
July,
2015

30

Venue

Time

Sivaswamy Auditorium 11.00


a.m.
of Fine Arts Cultural
Centre, 61/21 R.C.
Marg, Opp.Vijaya Bank,
Chembur, Mumbai
400 071

12th August,
2014

Reappointment
of
Mr.
V.
Ramnarayan as Executive Director
for a period of 5 years.

3.
3

c.

22nd July,
2013

Alteration of Articles of Association


in line with Companies Act, 2013.
Approval of excess remuneration paid
to Mr. S. Ramakrishnan, Chairman &
Managing Director

Resolutions passed by Postal Ballot

i.
During the year, the Company has passed one
Special Resolution namely:
To obtain consent of the Members of the Company
under Section 188 of the Companies Act, 2013 to
acquire one container vessel from a related party
M/s Orient Express Lines Inc. Panama

ANNUAL REPORT 2015-16

Promoter/
Public

No. of
shares
held (1)

No. of votes polled (2)


Physical
Ballot

E-voting Total

% of Votes
Polled on
outstanding
shares
(3)=[(2)/(1)]*
100
0
0.0000

No. of
Votes
in
favour
(4)

No. of
Votes
against
(5)

% of Votes
against on
votes polled
(7)=[(5)/(2)]
*100

Promoter and
Promoter
Group

16083095

Public
Institutional
holders
Public-Others
Total

31400

30500

30500

97.1338

30500

100.0000

0.0000

5843038
21957533

26313
56813

20413
20413

46726
77226

0.7997
0.3517

46251
76751

475
475

98.9834
99.3849

1.0166
0.6151

ii.

The postal ballot was conducted by Mr. Dharmesh Zaveri of D. M. Zaveri & Co., Company Secretaries.

iii.

The Company does not propose to conduct any special resolution through Postal Ballot.

Procedure for Postal Ballot:


Upon receiving approval of the Board of Directors and consent
from the Scrutinizer, the notice of the Postal Ballot containing
text of the Resolution to be passed and the relevant Explanatory
Statement, postal ballot form, pre paid self address postage
envelope are sent to the shareholders to enable them to vote
on the Resolutions within a period of 30 days from the date of
dispatch. The Company also provides e voting facility to the
members to cast their vote by electronic means. A notice is
published in the local newspaper regarding dispatch of the
Postal Ballot notice. After the last date of receipt of ballots,
the Scrutinizer submits his report. Thereafter the results are
declared. The Scrutinizers report is submitted to the Stock
Exchange and also displayed on the Companys website.
XI.

% of
Votes in
favour on
votes polled
(6)=[(4)/(2)]
*100
0
NIL

XII. General Shareholders Information


Sr.
No.
i.
ii.
iii.

Salient items of
interest
AGM date
AGM Time
AGM Venue

iv.

Financial
Calendar
(tentative)
Results for the
quarter ending
30th June, 2016
30th September,
2016
31st December,
2016
31st March, 2017

Means of communication
a.

The quarterly and annual financial results of


the Company are being published in leading
newspapers to provide easier accessibility to
the Shareholders and are also displayed on the
Companys website www.transworld.com/shreyas
The financial results during the year 2015-16 were
published in The Free Press Journal and Nav
Shakti. The results are simultaneously uploaded
on the Companys website www.transworld.com/
shreyas.

b.

Official press releases and presentations as


and when made to the media and Analysts are
made available on the Companys website www.
transworld.com/shreyas

NIL

v.
vi.
vii.

viii.

Dates of Book
Closure
Dividend
Payment date
Listing on Stock
Exchanges

Stock Code

Particulars
21st Day of July, 2016
11.00 hrs
Sivaswamy Auditorium of Fine Arts
Cultural Centre
Chembur (East),
Mumbai 400 071
1.04.2016 to 31.03.2017

On or before 14th August, 2016


On or before 14th November, 2016
On or before 14th February, 2017
On or Before 30th May, 2017
Annual General Meeting is
proposed to be held in July 2017
14th July, 2016 to 21st July, 2016
On or after 26th July, 2016
BSE Limited (BSE)
P. J. Towers
Dalal Street, Mumbai 400001
National Stock Exchange of India
Ltd. (NSE)
Exchange Plaza, C-1, Block G.
Bandra Kurla Complex,
Bandra (East), Mumbai 400051
BSE - 520151
NSE - SHREYAS

31

Sr. Salient items of Particulars


No. interest
ix.
Registrar & Share M/s. Link Intime India Pvt. Ltd.
Transfer Agent
C-13, Pannalal Silk Mills
Compound, L. B. S. Marg,
Bhandup (West),
Mumbai 400 078
Tel no. 022 25946970, Fax No.
022 -25946969
E-mail: rnt.helpdesk@linkintime.
co.in
x.
Share Transfer
Transfers of Shares in physical
System
form are processed by M/s. Link
Intime India Pvt. Ltd. and are
approved by the Share Transfer
Committee, which usually meets
fortnightly. Transfers of Shares are
effected and Share Certificates are
dispatched within a period of 30
days from the date of receipt of
the request, provided the relevant
documents are valid and complete
in all respects.

Sr. Salient items of


No. interest
xiv. Plant locations
xv.

Address for
correspondence

xi.
xii.

xiii.

With a balance of foreign inflow and


outflow, the Company has a natural
hedge of foreign exchange.

32

Not applicable as the Company is


in shipping and logistics business.
Registered office:
4th Floor, Himalayas, Geetmala
Complex, Near Shah Industrial
Estate,
Govandi
(East),
Mumbai - 400 088.
Administrative office:
2nd Floor, Sahyadris, Geetmala
Complex, Near Shah Industrial
Estate, Opp. Deonar Village Road,
Govandi (E), Mumbai - 400 088.Tel.
No. 022 - 66220300 Fax. No.: 022
66220444.
Registrar & Share Transfer Agents
M/s. Link Intime India Pvt. Limited.
C-13, Pannalal Silk Mills
Compound, L. B. S. Marg,
Bhandup (West).
Mumbai 400 078.

Trading in the Companys Shares


is permitted only in dematerialised
form.
In respect of shares held in
dematerialised mode, the transfer
takes
place
instantaneously
between the transferor, transferee
and the Depository Participant
through electronic debit / credit of
the accounts involved.
Dematerialisation As at 31st March, 2016, 21436407
of shares (Equity) shares are in dematerialized mode.
Outstanding
GDRs / ADRs
NIL
/ Warrants or
any convertible
instruments,
conversion date
and likely impact
on equity
Commodity Price Fuel oil constitutes a major
Risk or Foreign
component of the Companys
Exchange Risk
operating cost. The Company faces
risk of volatility of the oil prices
and at relevant times, the option
of hedging may be considered.
However during the year, the
Company has not undertaken any
hedging activities.

Particulars

Tel No. 022 25946970,


Fax No. 022 -25946969

xvi

E-mail:
rnt.helpdesk@linkintime.
co.in
L63000MH1988PLC048500

CIN

XIII. Disclosures
a.

Transactions with related parties, as per


requirements of Accounting Standard 18, are
disclosed in Annexure to the Notes to Accounts.
These are not in conflict with the interests of the
Company in view of the following:

(i)

All details relating to financial and commercial


transactions, wherein Directors may have a
potential interest are provided to the Board and
the interested Directors neither participate in the
discussion, nor do they vote on such matters.

(ii)

These are at prices, which are reasonable, having


regard to the prevailing market prices at the
relevant time.

b.

The Company has a Whistle Blower Policy in place


and accordingly every person shall have access to
the Audit Committee under the said Policy.

c.

Disclosures have been received from Senior


Management personnel to the effect that during

ANNUAL REPORT 2015-16

the year ended 31st March, 2016, there were no


financial and commercial transactions in which
they had personal interest that may have a potential
conflict with the interest of the Company at large.
d.

e.

f.

g.

The Company has adopted the following policies


and are also uploaded on the Companys website
www.transworld.com/shreyas.
1.

Policy for Determination of Material Events

2.

Archival Policy

3.

Policy on Preservation of Documents

4.

Policy on determining Material Subsidiaries

With regard to matters related to capital markets,


the Company has duly complied with the
requirements of the Listing Agreements entered
into with the Stock Exchanges as well as the
regulations and guidelines of SEBI. Consequently,
no penalties were imposed or strictures passed
against the Company by SEBI, Stock Exchanges
or any other statutory authority.
The Company has complied with Part E of
Schedule II Of the SEBI Regulations, as follows:
1.

The statutory auditors report on financial


statements of the Company are unqualified.

2.

The Internal Auditors make presentations to


the Audit Committee on their reports.

3.

Mr. S. Ramakrishnan is the Chairman &


Managing Director and Capt. V. K. Singh is
the Chief Executive Officer of the Company.
Thus the Company has complied with the
requirement of having separate persons to
the post of Chairman and Managing Director
/ Chief Executive Officer.

As on 31st March, 2016, the Company has only one


subsidiary as follows:
Shreyas Relay Systems Ltd : 100% holding by the
Company
Shreyas Relay Systems Limited holds 51% in SRS
Freight Management Ltd

h.

Fuel oil being a commodity constitutes a major operating


expense for the Company. Any fluctuation in the oil prices
directly impacts the Company. The Risk Management
Committee periodically assesses the situation. During

the year, the Company has not undertaken any hedging


activity.
i.

The Company has fully complied with all the mandatory


requirements of SEBI Regulations.

j.

Disclosure regarding re-appointment of Directors


1.

Name Mr. S. Mahesh


Experience:
Mr. S. Mahesh, a Graduate in Commerce from the
University of Mumbai, has hands on experience in
ship owning and ship management. In addition,
he has expertise in International Trading. He is
presently based at Singapore and overlooks the
activities of the Transworld Group of Companies
in Far East countries. The Transworld Group of
Companies has been able to expand its presence
in these countries due to his expertise and vast
experience.
Companies In which Mr. Mahesh is interested
Albatross Inland Ports Private Limited
Crescent Shipping Agency (I) Ltd
TLPL Shipping and Logistics Pvt. Ltd.
Transworld Shipping and Logistics Limited
Tejas Oil Private Limited
Transworld GLS (India) Private Limited
Orient Express Ship Management Ltd.
Relay Shipping Agency Ltd.
Shreyas Shipping & Logistics Ltd.
Sivaswamy Holdings Private Ltd
Transworld Oil Private Ltd.
Transworld Management Consultancy Pvt. Ltd.
Albatross Shipping Ltd.
Albatross Logistics Centre (I) Pvt. Ltd.
Transworld Cultural and Sports Foundation
Transworld Terminals Private Limited
Shreyas Relay Systems Ltd.
Transworld Global Logistics Solutions (India)
Private Limited
TG Terminals Private Limited
Committee Memberships:
Mr. S. Mahesh doesnt hold any membership in
any Committees.
Shareholding in Shreyas Shipping & Logistics Ltd.
as on 31st March, 2016: 1,12,475 equity shares.

33

XIV. Auditors certificate on Corporate Governance


The Auditors certificate on compliance with the Corporate Governance requirements under Schedule V of the SEBI
Regulations, entered into with the Stock Exchanges forms part of this Report.
XV.

Code of Conduct for Prevention of Insider trading


In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive
Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosures. The
Company believes that these Codes will help in ensuring compliance of the SEBI Regulations.

(i)

Distribution of Shareholding as on 31st March, 2016

Category (Nominal
value of shares)
From
To
Upto
5,000
5,001
- 10,000
10,001 - 20,000
20,001 - 30,000
30,001 - 40,000
40,001 - 50,000
50,001 - 1,00,000
1,00,001 & above
Total
(ii)

No. of
Shareholders
13,363
460
238
90
39
23
47
69
14,329

% of Total
Shareholders

Share
amount (In `)

93.25
3.21
1.66
0.62
0.27
0.16
0.32
0.48
100.00

% of Total
Shareholding

14,153,540
3,660,940
3,688,440
2,290,460
1,412,810
1,081,370
3,409,120
189,878,650
219,575,330

6.44
1.66
1.67
1.04
0.64
0.49
1.55
86.47
100.00

Shareholders profile

As on 31st March, 2016, the Company had 14,329 shareholders. The Companys Shares are held by diverse entities as per the
following break-up:
Sr Category
No.

A
1

Promoter's Holding
Promoters
Indian Promoters:
Foreign Promoters:
Non-Promoter Holding
Institutional Investors
a.
Mutual Funds
b.
Banks, Financial Institutions
c.
Foreign Institutional Investors
d.
v Others (UTI)
Others
a.
Bodies Corporate
b.
Indian Public
c.
NRIs/OCBs
d.
HUF
e.
Clearing Member
f.
Market Maker
g.
NRI (Repat)
h.
NRI (Non Repat)
i.
Trust
Total (1+2+3)

B
2

34

No. of Shares
held

Percentage of
Shareholding

No. Shares
Percentage of
Pledged or Shares Pledged
otherwise
encumbered

22,87,370
1,37,95,725

10.41
62.83

NIL
NIL

N.A.
N.A

1,19,860
9,393
0
300

0.55
0.04
0.00
0.00

N.A
N.A
N.A
N.A

N.A
N.A
N.A

12,60,792
38,47,668

5.74
17.52

2,44,642
1,31,515
8,935
78,377
42,897
0
2,19,57,533

1.11
0.59
0.04
0.35
0.2
0.00
100

N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
NIL

N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
0.00

ANNUAL REPORT 2015-16

(iii) Top 10 shareholders as on 31st March, 2016


Sr. No
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Name of the Shareholder


Transworld Holdings Limited
Mithila Mahesh
Anisha Ramakrishnan
Ashish Kacholia
Param Capital Research Pvt. Ltd.
Earnest Shipping and Ship Builders Limited
Ritesh S. Ramakrishnan
Murli S. Mahesh
Vimal Sagarmal Jain
Sheela Vimal Jain
Rajan Ramnarayan

Number of Shares held as on 31.03.16


12351650
1167325
1167325
581190
265265
169801
168375
168375
167760

% of Shareholding
56.25
5.32
5.32
2.65
1.21
0.77
0.77
0.77
0.76

140875

0.64

(iv) Stock price data


(1)

The monthly high and low stock quotations during the financial year 2015-16 and performance in comparison to the
BSE Sensex is given below:
Month & Year

Share Price of Shreyas on BSE


BSE SENSEX
Share Price of Shreyas on NSE
Month's High Month's Low Month's High Month's Low Month's High
Month's Low
(`)
(`)
(Index point)
(Index point)
(`)
(`)
April, 2015
597.00
414.00
29094.61
26897.54
594.45
414.90
May, 2015
676.50
417.00
28071.16
26423.99
676.85
420.00
June, 2015
714.00
624.00
27968.75
26307.07
713.00
622.10
July, 2015
769.00
636.00
28578.33
27416.39
769.40
612.00
August, 2015
839.50
411.75
28417.59
25298.42
839.70
415.00
September, 2015
499.10
369.70
26471.82
24833.54
499.75
370.50
October, 2015
529.40
446.50
27618.14
26168.71
529.00
446.00
November, 2015
527.80
350.00
26824.30
25451.42
525.00
350.00
December, 2015
512.25
392.00
26256.42
24867.73
511.80
392.20
January, 2016
404.20
255.30
26197.27
23839.76
407.80
252.00
February, 2016
267.20
133.10
25002.32
22494.61
275.00
133.85
March, 2016
258.50
202.00
25479.62
23133.18
260.70
201.25
(2)

Shares traded during 1st April, 2015 to 31st March,


2016

(3)

The Companys share price movement during 201516 on BSE and NSE vis--vis SENSEX:

Particulars

On BSE

On NSE

1600

No of Shares
traded

3,982,287

8,591,084

1400

Highest Share
Price

` 839.50
(5.8.2015)

30000
25000

1200

Lowest Share Price ` 133.10


(17.2.2016)

` 839.70
(5.8.2015)
` 133.85
(17.2.2016)

Closing Share
Price as on 31st
March, 2016

` 258.50

` 260.70

Market
Capitalisation as
on 31st March,
2016

` 5,67,60,22,280.50 ` 5,72,43,28,853.10

20000

1000
800

15000

600

10000

400
5000

200
0

BSE Close

NSE Close

SENSEXClose

For and on behalf of the Board of Directors

Place : Mumbai
Date : 26th May, 2016

S. Ramakrishnan
Chairman & Managing Director

35

Certicate
To the Members of Shreyas Shipping and Logistics Limited
1.

We have examined the compliance of the conditions of Corporate Governance by M/s Shreyas Shipping and Logistics
Limited(the Company), for the year ended 31st March 2016 as stipulated in :

Clause 49 (excluding clause 49 (VII)(E) of the Listing Agreements of the Company with stock exchanges) for the
period April 1, 2015 to November 30, 2015.

Clause 49 (VII)(E) of the Listing Agreements of the Company with stock exchanges for the period April 1, 2015 to
September 1, 2015.

Regulation 23(4) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations) for the period September 2, 2015 to March 31, 2016 and

Regulations 17 to 27 (excluding regulation 23 (4)) and clause (b) to (i) of regulation 46(2) and paragraphs C, D and
E of Schedule V of the SEBI Listing Regulations for the period December 1, 2015 to March 31, 2016.

2.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance
with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements
of the Company.

3.

We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in
India, to the extent relevant, and as per the Guidance note on Certification of Corporate Governance issued by the Institute
of Chartered Accountants of India.

4.

In our opinion and to the best of our information and according to our examination of the relevant records and explanation
given to us, and the representations made by the Directors and the Management, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements and regulation 17 to 27
and clause (b) to (i) of the regulation 46(2) and paragraphs C,D and E of Schedule V of the SEBI Listing Regulations for
the respective periods of applicability as specified under paragraph 1 above, during the year ended March 31, 2016.

5.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firms Registration No.003990S/S200018
S Ramakrishnan
Partner
Membership No. 018967

Place: Mumbai
Date: 26th May 2016

36

ANNUAL REPORT 2015-16

Certication by Chief Executive Ofcer (CEO) and Chief Financial Ofcer (CFO)
To
The Shareholders and the Board of Directors
Shreyas Shipping and Logistics Limited
We, Capt. Vivek Kumar Singh, Chief Executive Officer and Rajesh Desai, Chief Financial Officer of Shreyas Shipping & Logistics
Limited, to the best of our knowledge and belief, certify that:
A.

We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2016 (hereinafter
referred to as the year) and that to the best of our knowledge and belief :
i.

these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;

ii.

these statements together present a true and fair view of the Companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

B.

There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Companys code of conduct.

C.

We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the
auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and have taken requisite steps to rectify these deficiencies.

D.

We have indicated to the auditors and the Audit committee


i.

Significant changes in internal control over financial reporting during the year; and

ii.

Significant changes in accounting policies during the year and the same have been disclosed in the notes to the
financial statements.

iii.

There have been no instances of significant fraud of which we have become aware and any involvement therein, of
the management or an employee having a significant role in the Companys internal control system over financial
reporting.

For Shreyas Shipping & Logistics Limited


Capt. Vivek Kumar Singh
Chief Executive Officer

Rajesh Desai
Chief Financial Officer

Place: Mumbai
Date: 26th May, 2016

Declaration
This is to confirm that the members of the Board of Directors and the Senior Management have confirmed compliance with the
Code of Conduct and Ethics for the financial year ended 31st March, 2016.
For Shreyas Shipping & Logistics Limited
Capt. Vivek Kumar Singh
Chief Executive Officer
Place: Mumbai
Date: 26th May, 2016

37

Independent Auditors Report


To the members of Shreyas Shipping and Logistics Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial
statements of Shreyas Shipping and Logistics Limited(the
Company), which comprise the Balance Sheet as at 31st
March, 2016, the Statement of Profit and Loss,the Cash
Flow Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory
information.
Managements Responsibility for the Standalone Financial
Statements
The Companys Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (the Act)
with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design,implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility

Standards require that we comply with ethical requirements


and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on
the auditors judgment,including the assessment of the risks
of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the
Companys preparation of the financial statements that give
a true and fair view in order to design audit procedures that
are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates
made by the Companys Directors, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Act
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31st March,
2016, and its profit and its cash flows for the year ended on
that date..
Report on Other Legal and Regulatory Requirements
1.

As required by the Companies (Auditors Report) Order,


2016 (the Order) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
we give in the Annexure A, a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2.

As required by Section 143(3) of the Act, we report that:

Our responsibility is to express an opinion on these standalone


financial statements based on our audit.
We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are
required to be included in the audit report under the provisions
of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10)of the Act. Those

38

(a) We have sought and obtained all the information and


explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

ANNUAL REPORT 2015-16

(b) In our opinion, proper books of account as required by


law have been kept by the Company so far a sit appears
from our examination of those books.

i.

The Company has disclosed the impact of pending


litigations on its financial position in its financial statements
Refer Note 34(a)to the financial statements.

(c) The Balance Sheet, the Statement of Profit and Loss, and
the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.

ii.

The company has derivative contracts but no long term


contracts. There are no material foreseeable losses for
which h the company is required to make a provision
under applicable law or accounting standards. Refer to
Note 2(h) and 32 to the financial statements.

iii.

There have been no delays in transferring amounts to the


Investor Education and Protection Fund by the Company.

(d) In our opinion, the aforesaid standalone financial


statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from
the directors as on 31st March, 2016 taken on record by
the Board of Directors, none of the directors is disqualified
as on31st March, 2016 from being appointed as a director
in terms of Section 164 (2) of the Act.
(f)

With respect to the adequacy of the internal financial


controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
separate Report in Annexure B.

(g) With respect to the other matters to be included in the


Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

For PKF Sridhar & Santhanam LLP


Chartered Accountants
Firms Registration No.003990S/S200018
S Ramakrishnan
Partner
Membership No.018967
Place: Mumbai
Date: 26th May 2016

39

Annexure A
Referred to in paragraph 1 on Report on Other Legal and
Regulatory Requirements of our report of even date
(i) (a) The Company has maintained proper records
showing full particulars including quantitative details
and situation of fixed assets.
(b) The Company has a regular program of verifying fixed
assets which, in our opinion, is reasonable having
regard to the size of the company and nature of its
assets. Fixed assets have been physically verified
by the management during the year as per the said
program. As informed, discrepancies noticed on
such verification were not material and have been
properly dealt with in the books of account.
(c) There are no immoveable properties held in the
name of the company and hence, clause (i)(c) of the
order does not apply.
(ii) As explained to us, the Company has conducted physical
verification of inventories at reasonable intervals. As
informed, discrepancies noticed on such verification
were not material.
(iii) According to the information and explanation given to
us, the Company has not granted any loans, secured
or unsecured to companies, firms, Limited Liability
Partnerships or other parties covered in the register
maintained under Section 189 of the Act.
(iv) Based on our audit procedures & according to the
information and explanation given to us, in respect of
loans, investments, guarantees and security, provisions
of section 185 and 186 of the Act have been complied
with.
(v) Based on our audit procedures & according to the
information and explanation given to us, the Company
has not accepted any deposits from the public within the
meaning of the Act and the rules made there under and
hence clause (v) is not applicable.
(vi) The Company is not required to maintain cost records
specified by the Central Government under subsection (1) of section 148 of the Act.
(vii) (a) According to the information and explanations given
to us and the records of the Company examined
by us, the Company has generally been regular
in depositing undisputed statutory dues including
provident fund, employees state insurance, incometax, service tax,duty of customs, cess and any other
statutory dues with the appropriate authorities. The
company is not registered under Value Added Tax and
Excise Duty regulations. According to the information
and explanation given to us and the records of the
Company examined by us, no undisputed amounts
payable in respect of provident fund, employees
state insurance, income-tax, service tax, duty of
customs, cess and any other statutory dues were in
arrears, as at 31st March 2016 for a period of more
than six months from the date they became payable.
The company is not registered under sales tax/ VAT
laws.
(b) According to the information and explanation given
to us, there were no dues relating to income tax /
service tax / duty of customs, which have not been
deposited on account of any dispute.

40

(viii) Based on our audit procedures and as per the information


and explanations given by the management, the Company
has not defaulted in repayment of loans or borrowings
to financial institutions, banks, Government or dues to
debenture holders.
(ix) In our opinion and according to the information and
explanations given to us, no moneys have been raised
by way of Initial Public Offer (IPO) or Further Public Offer
(FPO) (including debt instrument) and moneys raised
through term loans during the year were applied for the
purposes for which those are raised.
(x) To the best of our knowledge and belief and according to
the information and explanations given to us, we report
that no fraud by the Company or on the Company by its
officers or employees has been noticed or reported during
the year.
(xi) Based on our audit procedures and as per the information
and explanations given to us, Managerial remuneration
paid or provided during the year is in accordance with
the requisite approvals mandated by the provisions of
Section 197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi company in accordance with
Nidhi Rules 2014. Accordingly, the provisions of clause
(xii) of the Order are not applicable.
(xiii) Based on our audit procedures and according to
the information and explanations given to us, all the
transactions entered into with the related parties during
the year are in compliance with Section 177 and Section
188 of the Act where applicable and the details have been
disclosed in the Financial statements etc. as required by
the applicable accounting standards.
(xiv) Based on our audit procedures and according to the
information and explanations given to us, the Company
has not made any preferential allotment/private placement
of shares/ fully or partly convertible debentures during
the year and hence, reporting under this clause is not
applicable.
(xv) Based on our audit procedures and according to the
information and explanations given to us, the Company
has not entered into any non-cash transactions with
directors or persons connected with him.
(xvi) Based on our audit procedures and according to the
information and explanations given to us, the Company
is not required to be registered under Section 45-IA of
Reserve Bank of India Act, 1934.
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firms Registration No.003990S/S200018
S Ramakrishnan
Partner
Membership No.018967
Place: Mumbai
Date: 26th May 2016

ANNUAL REPORT 2015-16

Annexure B
Referred to in paragraph 1(f) on Report on Other Legal
and Regulatory Requirements of our report of even date
Report on the Internal Financial Controls under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act, 2013
(the Act)
We have audited the internal financial controls over financial
reporting of Shreyas Shipping and Logistics Limited (the
Company) as of 31st March 2016 in conjunction with our audit
of the standalone financial statements of the Company for the
year ended on that date.
Managements
Controls

Responsibility

for

Internal

Financial

The Companys management is responsible for establishing


and maintaining internal financial controls based on the
internal control over financial reporting criteria established by
the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Company's
internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the Guidance Note) and the Standards
on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both
issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal
financial controls over financial reporting were established
and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected
depend on the auditors judgement, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit

opinion on the Companys internal financial controls system


over financial reporting.
Meaning of Internal Financial Controls Over Financial
Reporting
A company's internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
A company's internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition
of the company's assets that could have a material effect on
the financial statements.
Inherent Limitations of Internal Financial Controls Over
Financial Reporting
Because of the inherent limitations of internal financial controls
over financial reporting, including the possibility of collusion
or improper management override of controls, material
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods
are subject to the risk that the internal financial control over
financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has maintained, in all material
respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31,
2016, based on the internal control over financial reporting
criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firms Registration No.003990S/S200018
S Ramakrishnan
Partner
Membership No.018967
Place: Mumbai
Date: 26th May 2016

41

Balance Sheet as at 31

st

March, 2016

Note
No

Particulars
Equity And Liabilities
Shareholders' Funds
Share Capital
Reserves and Surplus
Non-Current Liabilities
Long-Term Borrowings
Long-Term Provisions
Current Liabilities
Short Term Borrowings
Trade Payables
A) Due to Micro and Small Enterprises (excluding interest)
B) Due to Others
Other Current Liabilities
Short Term Provisions
Total
Assets
Non-Current Assets
Fixed Assets
(I)
Tangible Assets
Non-Current Investments
Other Non-Current Assets
Current Assets
Current Investments
Inventories
Trade Receivables
Cash And Bank Balances
Short-Term Loans And Advances
Other Current Assets
Total
Summary of significant accounting policies
The accompanying notes form an integral part of this Financial
Statement

As at
31st March 2016

(Amount in `)
As at
31st March 2015

3
4

219,575,330
2,048,042,548

219,575,330
1,605,511,332

5
6

1,052,228,859
120,226,256

746,286,264
108,891,100

363,647,033

99,346,335

8
8
9
10

597,034
254,870,603
274,766,946
35,761,669
4,369,716,278

673,954
102,604,804
239,463,455
35,652,633
3,158,005,207

11
12
13

2,517,350,519
609,510,090
105,887,317

1,742,097,824
380,280,480
94,133,141

14
15
16
17
18
19

134,090,234
104,525,394
698,309,972
56,784,720
60,039,797
83,218,235
4,369,716,278

19,355,150
82,562,254
538,902,178
195,253,715
29,449,661
75,970,804
3,158,005,207

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

42

ANNUAL REPORT 2015-16

Statement of Prot & Loss for the Year Ended 31

st

Particulars
I

II

Income
Income From Operations
Other Income
Total Income
Expenses
Operation Cost
Fuel etc Consumed
Employee Benefit Expenses
Finance Cost
Depreciation & Amortization Expense
Other Expenses
Total Expenses

March, 2016

Note No

Year Ended
31st March, 2016

(Amount in `)
Year Ended
31st March, 2015

20
21

3,129,998,980
50,885,344
3,180,884,324

2,907,480,703
15,710,201
2,923,190,904

22
23
24
25
11
26

1,033,154,214
954,745,573
381,088,116
89,094,287
159,876,246
61,108,436
2,679,066,872

586,489,461
984,767,083
261,561,172
70,559,371
88,894,145
39,621,687
2,031,892,919

501,817,452

891,297,985

501,817,452
501,817,452
501,817,452

(190,991,215)
478,848,697
603,440,503
603,440,503
62,139,370
541,301,133

17,410,000
(2,372,107)
486,779,559

8,500,000
532,801,133

22.17

24.27

Profit Before Exceptional And Extraordinary Items And Tax


( I - II )
IV Exceptional Item (Refer footnote to Note 11)
Provision for Impairment
11
Loss on Sale of Vessels
11
V
Profit/ (Loss) Before Extraordinary Items And Tax ( III - IV )
VI Extraordinary Items
VII Profit/ (Loss) For The Year ( V - VI )
VIII Prior Year Adjustments
27
IX Profit/ (Loss) Before Tax ( VII - VIII )
X
Tax Expense:
Current Tax
Prior Year Tax/(Credit)
XI Profit/ (Loss) After Tax ( IX - X )
Earning Per Equity Share: ( Nominal Value Of Share ` 10)
- Basic / Diluted
38
Summary of significant accounting policies
2
The accompanying notes form an integral part of this Financial Statement
III

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

43

Statement of Cash Flow for the year ended 31

st

March, 2016

Particulars
A Cashflow From Operating Activities
Net Profit/ (Loss) Before Tax
Adjusted For Non Cash / Non Operating Items
Depreciation
Interest Expenses On Loans
Loss/(Profit) On Sale On Fixed Assets
Loss/(Profit) On Sale Of Investments
Unrealised Exchange/ Swap Loss/ (Gain) on current assets
& liabilities
Bad Debts & Provision for Doubtful Debts
Liabilities/Provisions For Expenses No Longer Required
Written Back
Income From Current Investments
Dividend From Subsidiary Company
Interest Income
Operating Profit Before Working Capital Changes
(a)
Adjustments for Changes in Working Capital:
Increase/(Decrease) In Current Assets
Inventories
Sundry Debtors
Other Current Assets, Loans And Advances
Increase/(Decrease) In Current Liabilities & Provision
Net Increase/(Decrease) In Working Capital
(b)
Cash Generated From Operations
(a) - (b)
Less: Taxes Paid
Add : Provision For Impairment in Value of Vessel (Exceptional
Item, Refer footnote to Note 11)
Add : Prior Year Adjustments (Refer Note 27)
Net Cash From Operating Activities
(A)
B Cash Flow From Investing Activities
Addition To Fixed Assets (net)
Addition To Non-Current Investments (Mutual Fund)
Sale Of Fixed Assets
Dividend From Subsidiary Company
Interest Income
Income From Current Investments
Net Cash From Investing Activities
(B)

44

(Amount in `)
Year Ended
31st March 2015

Year Ended
31st March 2016
501,817,452

541,301,133

159,876,246
89,094,287
(35,139,310)

88,894,145
70,559,371
478,849,142
(5,191,965)

1,535,272

1,938,603

(394,572)

(500,405)

(545,850)

(7,647,525)
(3,500,000)
(3,880,549)
701,655,468

(2,050,652)
(2,450,000)
(3,470,531)
1,167,438,824

21,963,140
162,295,050
46,068,816
230,327,006
(149,224,225)
81,102,780
620,552,688
(16,917,982)

(2,145,390)
251,653,741
35,339,594
284,847,945
79,705,868
364,553,813
802,885,011
(24,381,322)

(190,991,215)

603,634,705

62,139,370
649,651,844

(896,540,534)
(229,229,610)
41,095
3,500,000
22,37,712
42,786,835
(1,077,204,502)

(605,120,809)
(285,130,480)
323,017,195
2,450,000
3,470,531
7,242,617
(554,070,946)

ANNUAL REPORT 2015-16

Statement of Cash Flow for the year ended 31

st

March, 2016

Year Ended
31st March 2016

Particulars
C Cash Flow From Financing Activities
Proceeds / (Repayment) Of Borrowings (Net)
Interest Expenses
Dividend Paid
Net Cash From Financing Activities

(Amount in `)
Year Ended
31st March 2015

571,862,743
(89,094,287)
(33,643,323)
449,125,135

39,844,814
(70,559,371)
(33,930,810)
(64,645,367)

Net Changes In Cash & Cash Equivalent (A+B+C)

(24,444,664)

30,935,531

Cash & Cash Equivalents - Opening Balance


Add : Net Changes In Cash & Cash Equivalent As Above
Add : Effect Of Changes In Exchange Rates On Cash And
Cash Equivalents
Cash & Cash Equivalents - Closing Balance

212,141,009
(24,444,664)

183,177,631
30,935,531

1,053,475

(1,972,153)

188,749,820

212,141,009

625,817

1,047,728

54,033,769

191,738,131

134,090,234
188,749,820

19,355,150
212,141,009

(C)

Closing Cash & Cash Equivalents Consists Of


Cash On Hand (Refer Note 17)
Balances With Schedule Bank In Current Account & Deposits
(Refer Note 17)
Investment In Liquid Fund Securities (Refer Note 14)
TOTAL

Notes:
The above statement has been prepared by indirect method.
Cash and Cash equivalents include cash and bank balances and Investments in Liquid fund securities of Mutual Funds maturing
within 90 days and exclude margin money deposits.
As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

45

Notes to the Financial Statements for the year ended 31

st

Corporate Information

b.

Material procured for dry dock and remaining unutilised,if


any, are included in Capital work in Progress.
c.

Depreciation Tangible assets

Summary of significant accounting policies


Depreciation for the year has been provided on the
basis of useful lives and residual value as prescribed in
Schedule II; except in the case of certain assets stated
below, where based on past experience and technical
justification, the Company has adopted useful lives or
residual values other than those prescribed in Schedule
II.

Basis of Preparation & Use of Estimates


The Financial Statements have been prepared under
the historical cost convention on accrual and going
concern basis. The Financial Statement have been
prepared in accordance with the generally accepted
accounting principles in India, to comply with the
Accounting Standards specified under section 133 of
The Companies Act, 2013 and the relevant provisions of
the Companies Act, 2013.

Assets
Fleet

Useful Life
As prescribed in
Schedule II
Dry Dock/Special 2.5 Years
Survey Expense/
(Component of
Fleet)
Computers
6 years
Mobile
3 years
Handsets

The preparation of financial statements requires the


Management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
(including contingent liabilities) as of the date of financial
statements and the reported income and expenses
during the reporting period. The Management believes
that the estimates used in preparation of the financial
statements are prudent and reasonable. Future results
could differ from these estimates.
a.

Dry Dock/Special Survey expenses


Dry Dock/ Special Survey Expenses are normally
incurred twice in a period of 5 years. With effect from
April,15 this is capitalised as a separate component of
ships as required by Note 4(a) & (b) of Schedule II of
Companies Act, 2013.

Shreyas Shipping and Logistics Limited (SSLL) is India's


first container feeder owning and operating company.
SSLL started its operations in 1993 primarily to fill the
gap for feedering of containers between Indian ports
and internationally renowned Asian transshipment
ports. SSLL's shares are listed on both Bombay Stock
Exchange and National Stock Exchange. At present, it is
a leading player in coastal shipping sector.
2

March 2016

Fixed Assets are stated at cost of acquisition less


accumulated depreciation. Cost of acquisition is inclusive
of freight, duties, levies and any directly attributable cost
of bringing the assets to their working condition for
intended use.

When assets are retired or otherwise disposed off,


the cost of such assets and the related accumulated
depreciation are removed from the accounts. Any profit
or loss on retirement or other disposal is reflected in the
statement of Profit and Loss.

46

Nil
As prescribed in
Schedule II

Depreciation has been provided prospectively, where


the cost of depreciable asset has undergone change
due to following :

Fixed Assets - Tangible & Intangible

Expenses specifically attributable to construction of new


built ship including forex loss/gain on forward covers
taken for the purpose of payment of installments to the
ship-builder are capitalised.

Residual Value
Based on steel
scrap rates
Nil

(a)

Increase/decrease in Long term foreign currency


liability on account of exchange fluctuations

(b)

Additions and major improvements forming an


integral part of an asset.

Assets individually costing Rs 5000 or less are


depreciated in full in the year of acquisition.
d.

Revenue Recognition
i)

All Income and expenditure are accounted for, on


accrual basis other than interest on overdue bills.

ii)

Operating Earnings represent the value of charter


hire and freight earnings. Freight income is
recognised based on percentage of completion
considering voyage days as the basis.

ANNUAL REPORT 2015-16

iii)

Income and Expenses relating to unfinished leg


of the voyage as at the date of Balance Sheet
are carried forward and included under Current
Liabilities and Current Assets respectively.
Expenses aggregated under unfinished leg
of voyages include fixed and semi-fixed ship
operating costs.

iv)

Stores and Spares (other than lube oils and


victualling) are charged off to Statement of Profit
and Loss, on receipt.

v)

The revenue in respect of the duty free import


licenses, under Served From India Scheme, is
recognized as income in the books of account
when and to the extent there is no significant
uncertainty as to their ultimate realization.

vi) Interest on deposits of surplus funds is recognised on


time proportion basis.
e.

Investments
Long term Investments are stated at cost. Diminution in
the value of investments, other than temporary in nature,
is provided for.
Current investments are valued at cost or fair value
whichever is lower.

f.

Inventories

h.

Foreign Exchange Transactions


i)

ii)

Transactions in foreign currencies are recorded at


standard exchange rates prevailing on the date of
relevant transactions. The realized exchange gains
or losses are recognized in the statement of Profit
and Loss.
The exchange differences arising on reporting
of long term foreign currency monetary items
(including those arising on settlement), in so far
as they relate to acquisition of depreciable capital
assets are adjusted to the cost of the capital asset,
with effect from 1st April 2007, in terms of Ministry of
Corporate affairs Notification dated 31st March,2009
relating to Accounting Standard 11 'The Effect of
Changes in Foreign Exchange Rates'. Applicability
of the above notification has been extended upto
March 2020.

Other Monetary Assets and Liabilities denominated


in foreign currency are translated at the year end
exchange rates. The resultant gain or loss on such
translation is recognised in the statement of Profit
and Loss

iv)

In respect of forward exchange contracts covering


either Companys earnings or payments (other
than firm commitments and highly probable
forecast transactions), the premium or discount
arising at the inception of the contract is amortised
as expense or income over the life of the contract.
Exchange differences on such a contract are
recognised in the statement of profit and loss in
the reporting period in which the exchange rates
change. Any profit or loss arising on cancellation
or renewal of such a forward exchange contract
is recognised as income or as expense for the
period. In case of a new built ship, in respect of
forward exchange contract entered into to hedge
the foreign currency risk of a firm commitment or
highly probable forecast transaction (not covered
by Accounting Standard 11 revised 2003), the
company capitalises all the related costs including
premium or discount, exchange difference and
profit/loss on cancellation of such contracts, if any.

Derivatives
Derivatives are accounted as follows based on a limited
early adoption of AS-30 to the extent not in conflict
with legal provisions and other Accounting Standards:
a) Fair value hedges are marked to market and the
notional Loss or Gain is accounted in the statement of
Profit and Loss.

Inventories are valued at lower of Cost or Net Realisable


Value. The cost is determined under "First in First out"
formula.
g.

iii)

b) Cash flow hedges are marked to market and the


notional loss or gain is taken to Hedging reserve
account.
c) Other derivatives are marked to market and the
notional losses or gains are booked in the statement
of Profit and Loss.
d) Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated, or exercised,
or no longer qualifies for hedge accounting.
i.

Employee Benefits
The Company has a defined Contribution plan for shore
employees for provident fund and contributions made to
the relevant authorities under this scheme are charged
to the statement of Profit and Loss. Company has no
other obligation except the monthly contributions.

47

Company has defined benefit plans for shore


employees namely gratuity, leave encashment and
compensated absence, the liability for which is
provided based on actuarial valuation determined
under Projected Unit Credit method. Contributions
under gratuity scheme are made to Life Insurance
Corporation of India (LIC) in accordance with the terms
of the policy taken under their Group Gratuity Scheme.

k.

Assets acquired on lease where a significant portion of


the risk and rewards of the ownership are retained by the
lessor are classified as operating leases. Lease rentals
are charged to revenue.
l.

m.
Any other termination benefits are recognised as
expenses immediately on the basis of actual expenses.

j.

Borrowing Costs
Borrowing costs that are directly attributable to the
acquisition / construction of the underlying qualifying
fixed assets are capitalised as a part of the respective
asset up to the date of acquisition /completion of
construction.
Term loan processing charges are accounted over the
tenure of loan.

3.

Taxation
The Company has opted for Tonnage Tax and current tax
is the aggregate of Tonnage Tax for shipping income and
income tax on non-shipping income, if any. In view of
Company opting for Tonnage Tax, no provision is made
for deferred tax.

Actuarial gains / losses comprise experience


adjustments and the effect of changes in actuarial
assumptions
are
recognised
immediately
in
statement of Profit and Loss as Income / Expense.

In respect of Floating staff, Provident fund and Gratuity


contributions are made to Seamen's Provident Fund and
Seafarers Welfare Fund Society respectively. No Gratuity
is payable in respect of officers on board who are on
contract with the Company. Company has no further
obligation except the monthly contributions.

Leases

Asset Impairment
The company reviews the carrying values of tangible
and intangible assets for any possible impairment at
each Balance Sheet date. Impairment loss, if any, is
recognised in the year in which impairment takes place.

n.

Provisions and Contingent liabilities


Provisions are recognised when there is a present
obligation as a result of past events where it is probable
that there will be outflow of resource required to settle the
obligation and when a reliable estimate of the amount
of the obligation can be made. When any such present
obligation can not be measured or where a realistic
estimate of the obligation can not be made, contingent
liabilities are recognised.
Contingent liabilities are also recognised when there is
a possible obligation arising from past events due to
occurrence or non-occurrence of one or more future
events not wholly within the control of the company.

SHARE CAPITAL
( Amount in `)
As at
31st March 2016

PARTICULARS

As at
31st March 2015

AUTHORISED
2,40,00,000 (previous year: 2,40,00,000) Equity Shares of Rs.10/- each

240,000,000

240,000,000

14,00,000 (previous year: 14,00,000) 9.5% Non-Convertible, Cumulative,


Redeemable Preference Shares of Rs.100/- each

140,000,000

140,000,000

380,000,000

380,000,000

2,19,57,533 (previous year: 2,19,57,533) Equity Shares of Rs.10/- each


fully paid up

219,575,330

219,575,330

TOTAL

219,575,330

219,575,330

ISSUED, SUBSCRIBED AND PAID UP

48

ANNUAL REPORT 2015-16

3a.

Reconciliation of the shares outstanding at the beginning and at the end of the accounting year:
Particulars
At the beginning of the year

31-Mar-16
No.

(-)

3b.

No.

Amount (`)

21,957,533

219,575,330

21,957,533

219,575,330

(+) Issued during the year


Redeemed during the year

Outstanding at the end of the year

31-Mar-15

Amount (`)

21,957,533

219,575,330

21,957,533

219,575,330

Terms/rights attached to Equity Shares


The Company has only one class of equity shares having a par value of Rs.10/- per share. The holders of the equity shares
are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share
holding at the meetings of shareholders. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

3c.

Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Particulars
Transworld Holdings Limited (Holding Company)

3d.

31-Mar-16
% of Holding

31-Mar-15
Nos.

% of Holding

Nos.

56.25%

12,351,650

56.25%

12,351,650

Mithila V Mahesh

5.32%

1,167,325

5.32%

1,167,325

Anisha Valli Ramakrishnan

5.32%

1,167,325

5.32%

1,167,325

The Board, in its meeting on May 26th, 2016 proposed a dividend of Rs.1.30/-per equity share (previous year interim
dividend Rs 0.70/- per equity share and final dividend Rs. 1.30/- per equity share). The proposal is subject to the
approval of shareholders at the ensuing Annual General Meeting .
The total dividend appropriation for the year ended March 31st, 2016 amounted to Rs. 343.56 Lacs (previous year Rs. 521.61 lacs) including corporate dividend tax of Rs.58.11 lacs (previous year - Rs. 82.46 lacs).

3e.

No bonus shares have been issued during the last five years.

3f.

Shares held by the holding company including shares held by subsidiaries or associates of the holding company
is 1,23,51,650 (previous year: 1,23,51,650)

3g.

No shares have been reserved for issue under options and contracts/ commitments for sale of shares/ disinvestments.

3h.

No shares have been bought back during the last 5 years.

4.

RESERVES AND SURPLUS


PARTICULARS
a)

b)

Capital Redemption Reserve


As per last balance sheet
Securities Premium
As per last balance sheet

As at 31st
March 2016
`

As at 31st March
2015
`

130,000,000
130,000,000

130,000,000
130,000,000

382,292,449
382,292,449

382,292,449
382,292,449

49

As at 31st
March 2016
`

PARTICULARS
c)

d)

e)

f)

General Reserve
As per last balance sheet

As at 31st March
2015
`

171,715,149
171,715,149

171,715,149
171,715,149

176,000,000
95,000,000
176,000,000
95,000,000

49,000,000
176,000,000
49,000,000
176,000,000

281,500,000
176,000,000
457,500,000

232,500,000
49,000,000
281,500,000

(104,872,380)
(9,892,503)
(114,764,883)

(115,796,912)
10,924,532
(104,872,380)

568,876,114
486,779,559
1,055,655,673

264,613,510
377,920
532,801,133
797,036,723

95,000,000
28,544,793
5,811,048
129,355,841
926,299,833
2,048,042,548

176,000,000
15,370,273
3,147,013
28,544,793
5,098,530
228,160,609
568,876,114
1,605,511,332

As at
31st March 2016
`

As at
31st March 2015
`

1,240,795,380

894,603,834

188,566,521

148,317,570

1,052,228,859

746,286,264

Tonnage Tax Reserve


As per last balance sheet
Add: Transfer from Statement of Profit and Loss
Less:Transfer to Tonnage Tax Utilised Reserve
Tonnage Tax Utilised Reserve
As per last balance sheet
Add:Transfer from Tonnage Tax Reserve
Hedging Reserve
As per last balance sheet
Add: Provision for Hedging Losses (Note 32)

g)

Surplus in the statement of profit and loss


Balance as per last Balance Sheet
Less : Depreciation adjusted against Reserves under Companies Act, 2013
Profit/(loss) for the year
Amount available for appropriation
Less : Appropriations
Transfer to Tonnage Tax Reserve
Interim Dividend on Equity Shares
Tax on Interim Dividend on Equity Shares
Proposed Dividend on Equity Shares
Tax on Proposed Dividend on Equity Shares
Total Appropriations
Net Surplus in the Statement of Profit and Loss
Total reserves and surplus

(5)

LONG-TERM BORROWINGS
Particulars
Secured :
Term Loan from Banks
Less: Current Maturities of above loans disclosed under "Other Current Liabilities
(Note no. 9 )
TOTAL

(5a) Nature of security and terms of repayment for secured loan availed from Banks :
(i)

Canara Bank FCNR Loan as at March 31, 2016, is $ Nil (previous year: $ 8,04,450), was secured by a first charge over
the vessel M.V.OEL Trust. Foreign currency loan carries interest @ LIBOR (6 months) + 500 bps.

(ii)

Canara Bank FCNR Loan, $ 22,32,130 (previous year: $25,00,000), is secured by a first charge over the vessel
SSL Mumbai. Loan to be repaid in 28 quarterly installments with the first repayment starting from September 2015
i.e. $ 89,290. Foreign currency loan carries interest @ LIBOR (6 months) + 450 bps.

50

ANNUAL REPORT 2015-16

(iii)

ICICI Bank Loan Rs. 37,72,25,000 (previous year: Rs. 42,02,00,000), is secured by a first charge over the vessel SSL
Kochi and SSL Kutch and collateral charge over vessel SSL Sagarmala. Loan to be repaid in quarterly installments
with the first repayment starting from October 2013. ICICI Bank Loan carries interest @ I-Base + 290 bps.

(iv)

EXIM Bank FCNR Loan $ 35,11,604 (previous year: $42,75,000), is secured by a first charge over the vessel SSL
Gujarat and lien over mutual fund investment of value Rs 11.04 crore. Loan to be repaid in 28 quarterly installments
with the first repayment starting from April 2015 i.e. $ 1,52,679. Foreign currency loan carries interest @ LIBOR
(6months) + 425 bps.

(v)

Canara Bank FCNR Loan $ 52,50,000 (previous year: $ Nil), is secured by a first charge over the vessel SSL Bharat.
Loan to be repaid in 28 quarterly installments with the first repayment starting from April 2016 i.e. $ 1,87,500. Foreign
currency loan carries interest @ LIBOR (6months) + 425 bps.

(vi)

ICICI Bank FCNR Loan $ 20,25,000 (previous year: nil), is secured by a first charge over the vessel SSL Visakhaptanam.
Loan to be repaid in 20 quarterly installments with the first repayment starting from June 2016 i.e. $ 1,01,250. Foreign
currency loan carries interest @ LIBOR (3months) + 320 bps.

(5b) There have been no defaults in repayment of any of the loans or interest thereon during the year.
6.

LONG TERM PROVISIONS


Particulars
For employee benefits
Compensated Absence
Gratuity
Others
Derivatives Liability
(to hedge financial risks against long term borrowing contract with ICICI bank
for buying vessels SSL Kochi and SSL Kutch)
TOTAL

As at
31st March 2016
`

As at
31st March 2015
`

4,058,115
1,403,258

4,018,720
-

114,764,883

104,872,380

120,226,256

108,891,100

Disclosures required as per AS - 15 on "Employees Benefits" have been made in Note no. 29
7.

SHORT-TERM BORROWINGS

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

363,647,033

99,346,335

363,647,033

99,346,335

Secured
Working Capital Loan From Banks
1) Karur Vysya Bank FCNR Loan of $15,83,456,consists of working capital facility.
This loan is secured by hypothecation of current assets of the company and Letter
of Comfort from Transwold Holdings Ltd., Mauritius, the Holding Company. Interest
6month Libor +285bps.
2) Credit Suisse Securities (India) Private Ltd Bank FCNR Loan of $ 18,00,000 is
secured by lien over mutual fund investments for value of Rs. 17.22 crore. Interest
@ Libor (6months) + 250 bps
3) Kotak Mahindra Bank Ltd FCNR Loan of $ 20,98,696 is secured by lien over
mutual fund investments for value of Rs.18.61 crore.interest @ Libor (3months) +
298 bps
TOTAL

51

8.

TRADE PAYABLES

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

597,034

673,954

254,870,603

102,604,804

Sundry Creditors for Trade


A) Due to Micro and Small Enterprises (excluding interest)
B) Due to Others
i)

The amount due to Micro and Small Enterprises as defined in the The Micro, Small and Medium Enterprises Development
Act, 2006 has been determined to the extent such parties have been identified on the basis of information collected by the
Management.

ii)

Disclosure under Micro, Small and Medium Enterprise Development Act, 2006.
2015-16
`

2014-15
`

Principal- Rs
5,97,034

" PrincipalRs. 6,73,954


Interest Rs. 9,852 "

(b) The amount of interest paid by the buyer in terms of section 16 of the Micro,
Small and Medium Enterprises Development Act, 2006, along with the amount
of the payment made to the supplier beyond the appointed day during each
accounting year;

Nil

Nil

(c) The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under the Micro, Small and Medium
Enterprises Development Act, 2006;

Nil

Nil

(d) The amount of interest accrued and remaining unpaid at the end of each
accounting year; and

Nil

Rs. 9,852

(e) The amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the
small enterprise, for the purpose of disallowance as a deductible expenditure
under section 23 of the Micro, Small and Medium Enterprises Development Act,
2006.

Nil

Nil

As at
31st March 2016
`

As at
31st March 2015
`

188,566,521

148,317,570

Interest accrued but not due on loans

1,495,580

3,088,613

Unclaimed Dividend ( Refer Note 9(a))

2,125,134

2,467,856

Particulars

(a) The principal amount and the interest due thereon (to be shown separately)
remaining unpaid to any supplier as at the end of each accounting year;

9.

OTHER CURRENT LIABILITIES

Particulars
Current Maturities of Long Term Borrowings (Refer Note 5)

Advance from Customers

402,769

811,880

Unfinished Voyage income ( Refer Note 9(b))

42,193,571

65,717,133

Liability for Employee Benefits

29,147,781

16,292,254

Statutory Liabilities
TOTAL

52

10,835,590

2,768,149

274,766,946

239,463,455

ANNUAL REPORT 2015-16

(9a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 124(5) of the
Companies Act, 2013 as at year end.
(9b) Unfinished Voyage income relates to unfinished voyage legs as at the balance sheet (Refer Note 2(d)(iii))
10.

SHORT TERM PROVISIONS

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

1,405,828

2,009,310

28,544,793

28,544,793

5,811,048

5,098,530

35,761,669

35,652,633

For employee benefits


Compensated Absence
Others
Proposed Equity Dividend
Tax on Proposed Equity Dividend
TOTAL

Disclosures required as per AS - 15 on "Employees Benefits" has been made in Note no. 29
11.

FIXED ASSETS
Gross Block

Description

Depreciation/ Amortisation

Net Block

As at
01.04.2015

Additions

"Deductions/
Adjustments"

As at
31.03.2016

As at
01.04.2015

For the Year

"Deductions/
Adjustments"

As at
31.03.2016

As at
31.03.2016

As at
01.04.2015

(A) Tangibles
Fleet

2,244,445,459

827,910,428

38,629,501 3,110,985,388

514,760,442

141,248,944

Dry Dock
Component of Fleet
(Refer Note No 43(1))

67,994,306

Furniture & Fixtures

8,842,881

Office Equipments

3,158,833

Computers
Vehicles

67,994,306

16,158,831

16,158,831

51,835,475

8,842,881

1,748,948

888,773

2,637,721

6,205,161

7,093,933

129,553

3,288,386

1,439,041

691,922

2,130,963

1,157,422

1,719,792

2,002,045

434,934

(113,950)

2,323,030

1,195,236

277,425

(72,855)

1,399,806

923,224

806,809

4,617,632

71,314

4,688,946

1,825,359

610,351

2,435,711

2,253,235

2,792,273

A)Total Tangible
assets as on
31.03.2016

2,263,066,850

896,540,535

38,515,551 3,198,122,936

520,969,026

159,876,246

(72,855)

A)Total Tangible
assets as on
31.03.2015

2,905,276,439

605,120,809

(1,247,330,398) 2,263,066,850 1,052,922,081

89,272,065

(621,225,120)

Total ( A ) as on
31.03.2016

2,263,066,850

896,540,535

520,969,026

159,876,246

(72,855)

Total ( A + B ) as on 2,905,276,439 605,120,809 (1,247,330,398) 2,263,066,850 1,052,922,081


31.03.2015

89,272,065

(621,225,120)

38,515,551 3,198,122,936

656,009,386 2,454,976,002 1,729,685,017

680,772,418 2,517,350,519 1,742,097,824

520,969,026 1,742,097,824

680,772,418 2,517,350,519 1,742,097,824

520,969,026 1,742,097,824

53

Gross Block
Description

As at
01.04.2014
`

Depreciation

Additions

"Deductions/
Adjustments"

As at
31.03.2015

As at
01.04.2014

Net Block

For the year

"Deductions/
Adjustments"

As at
31.03.2015

As at
31.03.2015

As at
01.04.2014

(A) Tangibles
Fleet

2,887,016,457

604,745,500

(1,247,316,498) 2,244,445,459 1,049,507,432

86,472,669

(621,219,659)

514,760,442 1,729,685,017 1,837,509,025

Furniture & Fixtures

8,842,881

8,842,881

862,605

886,343

1,748,948

7,093,933

7,980,276

Office Equipments

2,960,174

212,559

(13,900)

3,158,833

390,946

1,053,556

(5,461)

1,439,041

1,719,792

2,569,228

Computers

1,839,295

162,750

2,002,045

942,417

252,819

1,195,236

806,809

896,878

4,617,632

1,218,681

606,678

1,825,359

2,792,273

3,398,951

(1,247,330,398) 2,263,066,850 1,052,922,081

89,272,065

(621,225,120)

Vehicles

4,617,632

A)Total Tangible
assets as on
31.03.2015

2,905,276,439

605,120,809

A)Total Tangible
assets as on
31.03.2014

2,854,803,053

5,463,237

45,010,149 2,905,276,439

709,356,162

154,657,021

520,969,026 1,742,097,824 1,852,354,358

188,908,898 1,052,922,081 1,852,354,358

(B) Intangibles
Computer Software

B)Total Intangible
assets as on
31.03.2015

B)Total Intangible
assets as on
31.03.2014

2,039,802

(2,039,802)

2,039,802

(2,039,802)

Total ( A + B ) as on 2,905,276,439 605,120,809 (1,247,330,398) 2,263,066,850 1,052,922,081


31.03.2015

89,272,065

(621,225,120)

Total ( A + B ) as on 2,856,842,855
31.03.2014

5,463,237

42,970,347 2,905,276,439

711,395,964 154,657,021

520,969,026 1,742,097,824 1,852,354,358

186,869,096 1,052,922,081 1,852,354,358

Footnote :
1.
Exceptional items in Statement of Profit and Loss represent loss on sale of vessels Rs. 47,88,48,697 (net of Provision for Impairment recognised during the
year ended March 31, 2014 Rs. 19,09,91,215)
2.
Out of the depreciation Rs. 3,77,920 is charged to Reserves and Surplus (Refer Note 4)

12.

NON-CURRENT INVESTMENTS
Sr.
Particulars
No.

TRADE INVESTMENTS:
In Equity Shares of Subsidiary Company - Unquoted, Fully Paid
Shreyas Relay Systems Ltd.
(35,00,000 Equity Shares of Rs. 10/- each)
In Equity Shares of Other Company - Unquoted, Fully Paid
Orient Express Ship Management Ltd.
(15,000 Equity Shares of Rs. 10/- each)
OTHER INVESTMENTS:
Mutual Funds (see details below (b))
TOTAL

a)

As at
31st March 2016
`

As at
31st March 2015
`

95,000,000

95,000,000

150,000

150,000

514,360,090

285,130,480

609,510,090

380,280,480

Investments have been valued considering the significant accounting policy no. (e) disclosed in note no. 2 to this
financial statement.

54

ANNUAL REPORT 2015-16

b)

Details of Mutual Fund Investments


As at 31st March 2016

Sr. Mutual Fund

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30

(Unquoted)
Axis-Liquid Fund-Direct Plan-Daily Dividend
Birla Sun Life-Govt Securities Funds -Long TermDividend Direct Plan Reinvestment
Birla Sun Life-Government Securities-Long Term-Growth
Birla Sun Life-Govt Securities Funds -Long Term-Half
yearly Dividend Reinvestment**
Birla Sun Life-Govt Securities-Long Term-Dividend/
Regular Plan Reinvestment*
Birla Sun Life-Govt Securities-Long Term-Growth*
Birla Sun Life-Treasury Optimizer Plan-Direct-Growth*
Birla Sun Life-Treasury Optimizer Plan-Monthly Dividend
Direct-Plan Reinvestment*
Escort Liquid Direct Plan - Daily Dividend
HDFC-Gilt Fund-Long Term -Direct-Growth
HDFC-Gilt Fund-Long Term -Regular -Growth
HDFC-Gilt Fund-Long Term -Dividend Reinvestment.**
HDFC-Gilt Fund-Long Term Plan-Direct-Plan Growth
Option.***
ICICI Prudential-Long Term Gilt -Direct Plan-Dividend.
ICICI Prudential-Long Term Gilt -Direct-Growth*.
ICICI Prudential-Long Term Gilt -Dividend
Reinvestment.**
ICICI Prudential-Long Term Gilt -Regular-Growth.
INDIA BULL Liquid Fund Direct Daily Dividend
Reinvestment
INDIA BULL Ultra Short term Direct Daily Dividend
Reinvestment
Reliance-Gilt Securities Fund-Growth Plan-Growth.
Reliance-Gilt Securities Fund-Monthly -Dividend
Plan.***
Reliance-Gilt Securities Fund-Monthly Dividend
Reinvestment.**
Reliance-Liquid Fund Treasury Plan Direct Daily
Dividend Option
SBI-Magnum Gilt Fund Long Term-Direct-Growth*
SBI-Magnum Gilt Fund Long Term- Direct Plan Dividend.
SBI-Magnum Gilt Fund Long Term-Regular-Growth
SBI-Magnum Gilt Fund Long Term- Dividend
Reinvestment.**
SBI-Treasury Advantage Fund - Direct Daily Dividend
Reinvestment.
Union KBC Liquid Fund - Direct Daily Dividend
Reinvestment.
UTI-Gilt Advantage Fund Ltp-Regular-Growth

Face
Value
`

As at 31st March 2015

Cost `

Units

Cost `

Units

1,000
10

28,635.64
1,934,526

28,644,898
21,233,361

10

1,521,502

15,847,506

361,194
-

15,000,000
-

10

2,007,959

21,831,331

10
100
100

4,038
212,949

162,339
22,399,633

501,615
118,202
-

20,167,296
20,000,000
-

10 1,866,001.36
10
2,448,980
10
888,418

25,734,025
26,945,142
25,000,000

893,534
358,631
-

25,000,000
10,000,000
-

10
10
10

2,199,760
1,780,779

28,095,716
22,289,657

428,350
-

20,033,097
-

10
1,000

10,294.34

10,298,790

446,074
-

21,014,317
-

1,000

5,134.50

5,156,842

10
10

972,566

10,864,826

2,684,674
-

47,657,557
-

10

4,938,991

51,370,288

1,000

6,804.72

10,402,646

10
10
10
10

4,951,438
2,541,390

64,720,654
32,245,411

678,166
1,008,583
-

20,000,000
30,487,978
-

1,000

10,227.05

10,300,913

1,000

5,186.38

5,189,758

10

765,623

23,270,235

55

As at 31st March 2016


Sr. Mutual Fund

31
32
33
34
35

36
37
38

UTI-Gilt Advantage Fund Long Term Plan- Direct


Dividend Reinvestment**
UTI-Short Term Income Fund-Institutional Option Direct
Monthly Dividend Plan.
UTI-Short Term Income Fund Institutional Option-Direct
Plan-Growth.*
UTI-Liquid Cash Plan Institutional- Direct Plan Daily
Dividend Reinvestment.
UTI-Treasury Advantage Fund -Institutional Plan Direct/
Daily Dividend Reinvestment
(Quoted)*
Canara Robeco-Capital Preotection Oriented Fund
Series 3-Regular-Growth
Canara Robeco-Capital Preotection Oriented Fund
Series 4-Regular-Growth
Canara Robeco-Capital Preotection Oriented Fund
Series 6-Regular-Growth

Face
Value
`
10

1,233,006

24,092,326

10

2,091,962

22,254,497

10

1,210,793

20,000,000

1,000

1,345.86

1,371,102

1,000

10,384.19

10,408,629

10

999,990

10,000,000

999,990

10,000,000

10

249,990

2,500,000

249,990

2,500,000

10

499,980

4,999,800

Cost `

Units

Total
*

As at 31st March 2015


Cost `

Units

514,360,090

285,130,480

ii)

EXIM Bank FCNR Loan (under Long Term Borrowings) is secured by lien over mutual fund investments for value of Rs.
11.04 crore.
Credit Suisse Securities (India) Private Ltd Bank FCNR Loan of $ 18,00,000 (under Long Term Borrowings) is secured by
lien over mutual fund investments for value of Rs. 17.22 crore.
Kotak Mahindra Bank Ltd FCNR Loan of $ 20,98,696 (under Long Term Borrowings) is secured by lien over mutual fund
investments for value of Rs. 18.61crore.
Total Quoted Investments - at cost - Rs. 1,74,99,800 (previous year: 1,25,00,000)
- at market value - Rs. 1,88,58,830 (previous year: 1,31,84,793)
Total Unquoted Investments - at cost - Rs. 59,20,10,290 (previous year: 36,77,80,480)

13.

OTHER NON-CURRENT ASSETS

**
***
i)

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

50,217,017

48,336,928

Unsecured considered good, unless otherwise stated


Advance Income Tax (Net of provision)
(Provision for Tax Rs. 1,74,10,000/- (previous year: Rs. 2,08,90,000/-))

Unamortised Loan Processing charges

17,011,739

13,325,786

Bank Fixed Deposits with Maturity of more than 12 months*

37,331,576

32,335,600

1,326,985

134,827

105,887,317

94,133,141

Others**
TOTAL

* Bank fixed deposits represent deposits on lien with ICICI Bank Rs. 1,90,18,404 (previous year: Rs. 1,90,18,404) &
Rs.1,34,13,172 with EXIM Bank towards debt service coverage (previous year: Rs 1,25,00,000), Rs.Nil with Tariff Manager
Kandla Port Trust (previous year: Rs. 55,196), and Rs. 49,00,000 towards CSR activities with Karur Vaisya Bank (previous
year: 7,62,000).
** Others include amount with Port Trust of India Rs. 50,000/- (previous year: Rs. 50,000/-)

56

ANNUAL REPORT 2015-16

14.

CURRENT INVESTMENTS
Sr.
Particulars
No.
Mutual Fund ( Unquoted)

As at
31st March 2016

As at
31st March 2015

134,376,284

19,424,146

Less : Provision for diminution in value of investments


TOTAL

(286,050)

(68,996)

134,090,234

19,355,150

a)

Investment has been valued considering the significant accounting policy no. e disclosed in note no. 2 to this financial
statement.

b)

Details of Mutual Fund Investments (Unquoted)


As at 31st March
2015

As at 31st March 2016


Sr. Mutual Fund

Face
Value `
1,000

Units

Cost

Cost `

Units

Axis-Liquid Fund-Direct Plan-Daily Dividend

749.32

749,563

11,305

17,500,000

Axis-Treasury Advantage Fund Daily Dividend

1,000

10,035.40

10,073,555

Axis-Treasury Advantage Fund Direct Plan Daily


Dividend

1,000

14,524.56

14,591,759

Canara Robeco-Indigo Fund - Regular -Direct-Qtrly


Dividend

10

64,302.67

750,000

64,303

750,000

Escort Liquid Direct Plan - Daily Dividend

10

57,439.96

791,974

HDFC Banking & PSU Debt Fund- Direct


Reinvestment

10 2,504,417.72

25,410,760

ICICI Prudential-Ultra Short Term -Direct Daily


Dividend

10 1,080,109.11

10,916,015

IDFC Super Saver Income Fund Short Term- Direct


Monthly Dividend Reinvestment

10

996,588.94

10,233,513

INDIA BULL Liquid Fund Direct Daily Dividend


Reinvestment

1,000

274.32

274,437

10

INDIA BULL Ultra Short term Direct Daily Dividend


Reinvestment

1,000

8,297.57

8,333,665

11

Mirae Asset Ultra Short Term Bond Fund Direct Daily


Dividend Reinvestment

1,000

4,100.24

5,011,836

12

Reliance-Banking & PSU Debt Fund- Direct Weekly


Dividend Plan

10 2,092,542.44

21,134,679

13

Reliance-Liquid Fund Treasury Plan Direct Daily


Dividend Option

275,934

14

Reliance-Money Manager Fund-Growth Plan-Growth

392

730,669

15

Religare Invesco India Medium Term Bond Fund Direct Plan Daily Dividend

16

SBI-Premier Liquid Fund-Direct-Daily Dividend

10

710

17

SBI-Premier Liquid Fund-Direct-Growth

10

210

442,767

18

SBI-Treasury Advantage Fund - Direct Daily Dividend


Reinvestment.

1,000

289.23

292,637

19

Union KBC Liquid Fund - Direct Daily Dividend


Reinvestment.

1,000

134.20

134,285

20

UTI-Liquid Cash Plan Institutional- Direct Plan Daily


Dividend Reinvestment.

1,000

82.75

85,292

1,000

180.50

10
1,000

5,008.49

5,021,605

57

As at 31st March
2015

As at 31st March 2016


Sr. Mutual Fund

Face
Value `

21

UTI-Treasury Advantage Fund -Institutional Plan


Direct/Daily Dividend Reinvestment

22

UTI-Banking & PSU Debt Fund- Direct Plan Monthly


Dividend Reinvestment.

Units

1,000

294.08

294,775

10

1,975,351

20,000,000

Total
a)
b)
15.

19,424,146

Investment has been valued considering the significant accounting policy disclosed in note no. 2(e) to this financial
statement.
Total Unquoted Investments - at cost - Rs. 13,43,76,284 (previous year: Rs. 1,94,24,146)

INVENTORIES

(At lower of Cost or Net Realisable Value)


Lube Oils and Fuel Oil
Victualling Stock
TOTAL

As at
31st March 2016
`

As at
31st March 2015
`

102,856,351
1,669,043
104,525,394

81,111,741
1,450,513
82,562,254

As at
31st March 2016
`

As at
31st March 2015
`

2,222,239
-

696,087,733
698,309,972

538,902,178
538,902,178

As at
31st March 2016
`

As at
31st March 2015
`

625,817

1,047,728

45,122,922
8,910,847
54,033,769

97,834,629
93,903,502
191,738,131

2,125,134
56,784,720

2,467,856
195,253,715

TRADE RECEIVABLES
Particulars
Unsecured
Outstanding for a period exceeding six months from the date they are due for
payment
Considered Good
Considered doubtful
Others
Considered Good
Considered doubtful
Less: Provision for doubtful debts
TOTAL

17.

Cost `

Units

134,376,284

Particulars

16.

Cost

CASH AND BANK BALANCES


Particulars
Cash and Cash Equivalents
Cash on Hand
Balances with Banks
In current accounts
In deposit accounts*
Other bank balances
Unclaimed dividend accounts
TOTAL

58

ANNUAL REPORT 2015-16

18.

SHORT-TERM LOANS AND ADVANCES


Particulars

As at
31st March 2016
`

As at
31st March 2015
`

21,870,631

26,586,136

38,169,166

2,863,525

38,169,166

2,863,525

Unsecured
Advances
Related Parties
Others
- Considered good
- Considered doubtful
Less: Provision for Doubtful Advances
TOTAL
19.

38,169,166

2,863,525

60,039,797

29,449,661

As at
31st March 2016
`

As at
31st March 2015
`

5,067,050

2,814,141

OTHER CURRENT ASSETS


Particulars
Unsecured / Considered Good
Claims Receivable
Interest accrued on fixed deposits with banks

1,902,260

259,423

Prepaid Expenses

3,245,276

5,735,446

Unfinished Voyage Expenses*

6,461,089

13,592,803

Unamortised Loan Processing charges**

4,110,641

2,478,500

Gratuity Fund with Life Insurance Corporation (Refer Note 29)

618,601

Duty Credit under Served from India Scheme (Refer Note 28)

54,900,451

36,266,991

7,531,468

14,204,899

83,218,235

75,970,804

Others***
TOTAL

* Expense relates to expenses of unfinished legs as at the balance sheet date (refer Note 2(d)(iii))
** Loan processing charges which are getting amortised over the tenure of the loan refer Note 2(j))
*** Others include CENVAT Credit available for utilisation Rs. 53,64,854/- (previous year : Rs.,117,98,673/-)
20.

INCOME FROM OPERATIONS


Year Ended
31-March-2016
`

Particulars
Ocean Freight Income

Year Ended
31-March-2015
`

3,058,530,750

2,874,531,691

Charter Hire Income

18,728,593

30,223,040

Duty Credit under Served from India Scheme

52,001,036

738,601

2,725,972
2,907,480,703

Non Liner Income


TOTAL

3,129,998,980

59

21.

OTHER INCOME
Year Ended
31-March-2016
`

Particulars
Interest Income On Deposits With Banks
Interest Income On Income Tax Refund

2,442,075

1,028,456

Dividend From Mutual Fund Investments (Current Investments - Non Trade)

7,647,525

2,050,652

3,500,000

2,450,000

35,356,364

5,217,098

Liabilities/Provisions For Expenses No Longer Required Written Back


Exchange Gain
Other Miscellaneous Income

500,406

545,850

1,904,444

500

71,626

TOTAL

50,885,344

15,710,201

Port and Marine Dues


Charter Hire and Ocean Freight Charges
Stores and Spares Consumed
Vessel Management and Agency Fees
Insurance and Protection Club Fee
Repairs and Maintenance to Fleet
Crew Victualling
Sundry Expenses
Rates & Taxes
Brokerage / Commission
TOTAL

Year Ended
31-March-2016
`
668,118,770
25,228,846
140,444,270
71,089,816
47,004,519
33,731,445
20,256,611
24,829,367
2,114,420
336,150
1,033,154,214

Year Ended
31-March-2015
`
359,179,748
2,292,461
88,455,559
49,527,143
37,221,435
18,208,672
13,709,976
16,293,303
1,285,097
316,067
586,489,461

Year Ended
31-March-2016
`

Year Ended
31-March-2015
`

OPERATION COST

Particulars

23.

3,880,549

Dividend From Subsidiary Company (Non-Current Investments - Trade)


Profit On Sale Of Mutual Fund Investments (Current Investments - Non Trade)

22.

Year Ended
31-March-2015
`

FUEL, LUBE OIL AND FRESH WATER COST

Particulars
Cost of Fuel,Lube oil and Fresh water consumed (net of duty free import license)

954,745,573

984,767,083

(23a) Details of Fuel etc consumed


Year Ended
31-March-2016
`

Particulars
Fuel Oil
Fuel oil consumption
Gas oil consumption
Lube Oil
Lube Oil consumption
Fresh water
TOTAL

60

Year Ended
31-March-2015
`

680,642,067
179,508,488

740,129,767
185,956,510

86,171,838
8,423,180
954,745,573

52,929,761
5,751,045
984,767,083

ANNUAL REPORT 2015-16

24.

EMPLOYEE BENEFIT EXPENSES


Year Ended
31-March-2016
`

Particulars
Floating Staff
Salaries, Wages & Other Allowances For Floating Staff
Contribution To Provident Fund For Floating Staff (Also Refer Note No.29)
Staff Welfare For Floating Staff
Shore Staff
Salaries And Bonus
Contribution To Provident Fund And Gratuity (Also Refer Note No.29)
Staff Welfare
TOTAL
25.

Year Ended
31-March-2015
`

308,591,402
3,648,331
1,707,204

208,422,074
2,180,342
1,932,777

60,241,078
4,153,711
2,746,390
381,088,116

42,390,332
2,845,346
3,790,301
261,561,172

Year Ended
31-March-2016
`
84,819,876
4,274,411
89,094,287

Year Ended
31-March-2015
`
66,473,358
4,086,013
70,559,371

Year Ended
31-March-2016
`
-

Year Ended
31-March-2015
`

FINANCE COST
Particulars
Interest Expense
Loan Processing Charges*
TOTAL
* Loan Processing Charges represent amortised portion relatable to respective year.

26.

OTHER EXPENSES
Particulars
Bad Debts/Claims/Doubtul Advances Written Off
Add: Provision For Doubtful Debts
Less: Reversal of Provision for Doubtful Debts no longer required

Professional & Consultancy Fees


Rent
Advertisement And Business Promotion
Travelling And Conveyance
Communication Expenses
Auditors Remuneration ( Refer Details Below)
Repairs And Maintenance- Other Assets.
Vehicle Lease Rent (Refer Note 38)
Director's Sitting Fees
Loss On Sale / Restatement Of Mutual Fund Investments (Current Investments)
Loss On Sale/ Discard Of Assets
Insurance Expenses
Rates & Taxes
Exchange Gain (loss)
Donations
CSR Expenditure
Other Expenses
TOTAL

7,643,403
5,698,599
5,184,349
3,203,273
1,498,133
3,282,010
2,023,047
1,434,000
2,644,855
217,054
755,245
20,201,128
7,323,340
61,108,436

421,161
(815,733)
(394,572)
8,695,967
5,723,742
2,136,544
5,429,046
2,263,163
2,925,930
1,937,091
1,344,000
2,215,634
25,133
445
677,925
201,689
50,000
6,389,950
39,621,687

61

(26a) Auditors Remuneration


Year Ended
31-March-2016
`

Particulars
Including Service Tax
As Auditors ( Including Quarterly Review )
In Other Capacity
Tax Audit Fees
Fees For Certification And Others
Reimbursement Of Expenses
TOTAL

Year Ended
31-March-2015
`

2,070,883

2,064,099

209,403
751,125
250,599
3,282,010

209,022
574,297
78,512
2,925,930

27.

SEBI had vide its letter dated 12th December 2014 directed the Company to resubmit the financial results for the year
ended March 31, 2013 and March 31, 2014 on proforma basis giving effect to the audit qualifications for the respective
years .Effect of restatement of audit qualifications amounted to Rs 6,21,39,370 which had been disclosed as prior period
expenditure for the year ended March 31, 2015.

28.

DETAILS OF DUTY CREDIT SCRIP UTILISED FOR IMPORTING GOODS:


Particulars

2015-16
`

2014-15
`

Opening Balance

36,266,991

19,223,024

Addition during the year

57,001,036

36,266,991

Utilisation/Expired during the year (including Subsidiary)

38,367,576

19,223,024

Closing Balance

54,900,451

36,266,991

29.

EMPLOYEE BENEFITS

(A)

Gratuity

(a)

Description of the Gratuity Plan:


The Company provides for gratuity a defined benefit retirement plan covering eligible employees. Gratuity plan provides
for a lump sum payment to employees on retirement, death, incapacitation, termination of employment, of amounts that
are based on salaries and tenure of the employees.

(b)

Amount recognized in the Balance Sheet and movements in net liability:


Particulars
Present Value of Funded Obligations
Fair Value of Plan Assets

2015-16
`

2014-15
`

13,091,929

10,688,370

(11,688,671)

(11,306,971)

1,403,258

(618,601)

Amount not Recognized as an Asset (limit in Para 59(b))


Net Liability / (Asset) recognized in the Balance Sheet

Gratuity liability is funded with Life Insurance Corporation of India (LIC) and the above net asset represents the excess
between the fair value of Gratuity funds with LIC and the liability as per actuarial valuation This is available for future
adjustment and considered recoverable.
The fair value of the plan assets does not include the Companys own financial instruments
The net asset recognized is grouped under Other current assets.

62

ANNUAL REPORT 2015-16

(c)

Expenses recognized in the Statement of Profit & Loss


2015-16
`

Particulars
Current Service Cost

2014-15
`

721,740

Interest on Defined Benefit Obligation

620,250

802,572

799,016

Expected Return on Plan Assets

(754,200)

(681,169)

Net Actuarial Losses/ (Gains) Recognized in the year

1,261,126

214,418

Past Service Cost

Losses/ (Gains) on Curtailments & Settlements

Effect of the limit in Para 59(b)


TOTAL

2,031,238

952,515

*The Actual Return on Plan Assets is ` 9,40,129 (Previous Year ` 8,90,795).


(d)

Reconciliation of Benefit Obligation & Plan assets for the Period


Change in Defined Benefit Obligation
Particulars
Opening Defined Benefit Obligation
Current Service Cost
Interest Cost
Actuarial Losses / (Gain )

2015-16
`

2014-15
`

10,688,370

8,845,060

721,740

620,250

802,572

799,016

1,447,055

424,044

Past Service Cost

Actuarial Losses / (Gain ) due to Curtailment

Liabilities Extinguished on Settlements

(567,808)

Liabilities Assumed on Acquisition / (Settled on Divestiture)


Exchange Difference on Foreign Plans
Benefits Paid
Closing Defined Benefit Obligation

13,091,929

10,688,370

2015-16
`
11,306,971
754,200
185,929
9,379
(567,808)
11,688,671

2014-15
`
9,467,839
681,169
209,626
948,337
11,306,971

500,000

Change in Fair Value of Assets


Particulars
Opening Fair Value of Plan Assets
Expected Return on Plan Assets
Actuarial Gain / ( Losses )
Assets Distributed on Settlements
Contributions by Employer
Assets Acquired on Acquisition / ( Distributed on Divestiture
Exchange Difference on Foreign Plans
Amount no recognized as per asset (Limit para 59(b)
Benefits Paid
Closing Fair Value of Plan Assets
Expected Employer's Contribution Next Year

63

(e)

Actuarial Assumptions at the Valuation date


2015-16
`

Particulars
Valuation Method

2014-15
`

Projected Unit
Credit

Projected Unit
Credit

Discount Rate

7.60% p.a

7.90% p.a

Expected Rate of Return on Plan Assets*

7.50% p.a

7.50% p.a

Salary Escalation Rate


Mortality in Service

7.00% p.a

7.00% p.a

Indian Assured
Lives (2006-08)

Indian Assured
Lives (2006-08)

58 Yrs

58 Yrs

Retirement Age

*This is based on expectation of the average long term rate of return expected on investments of the Fund during the
estimated term of the obligations.
(f)

Descriptions of the Plan Assets


2015-16
`

Particulars
Government of India Securities

Corporate Bonds

Special Deposit Scheme


Insurer Managed Funds

100%

100%

Others
GRAND TOTAL
(g)

100%

100%

Experience Adjustments
Particulars

2015-16

2014-15

2013-2014

2012-2013

2011-2012

Defined Benefit Obligation

13,091,929

10,688,370

8,845,060

8,210,706

7,211,646

Plan Assets

11,688,671

11,306,971

9,467,839

8,358,336

7,880,884

Surplus / (Deficit)

(1,403,258)

618,601

622,779

147,630

669,238

1,295,165

1,705

(265,702)

137,540

1,320,940

185,929

209,626

236,894

(44,302)

112,924

Exp. Adj. on Plan Liabilities


Exp. Adj. on Plan Assets
(B)

2014-15
`

Compensated Absences for Employees


The Company permits encashment of privileged leave accumulated by their employees on retirement, separation and
during the course of service. The liability for unexpired leave is determined and provided on the basis of actuarial valuation
at the Balance Sheet date. The privileged leave liability is not funded.
(a)

Actuarial Assumptions at the Valuation date


Particulars

64

2015-16
`

2014-15
`

Discount Rate

7.60% p.a

7.90% p.a

Salary Escalation Rate

7.00% p.a

7.00% p.a

ANNUAL REPORT 2015-16

(b)

Amount recognized in Balance Sheet & movements in net liability:


As at
31st March, 2016
`

As at
31st March, 2015
`

Opening balance of present value of Compensated Absences {after


adjustment of Opening Valuation} (X)

6,028,030

4,906,142

Closing balance of present value of Compensated Absences (Y)

5,463,943

6,028,030

564,087

(1,121,888)

Particulars

Movement in Net Liability (X-Y)

(c)

Non-Current (Refer Note 6)

4,058,115

4,018,720

Current (Refer Note 10)

1,405,828

2,009,310

Payments made under defined contribution schemes:


Year ended
Year ended
31st March, 2016 31st March, 2015

Particulars

30.

Contribution to Seamans Provident Fund - Floating Staff

3,648,331

2,180,342

Contribution to Provident Fund - Shore Staff (Note 24)

2,122,473

1,892,832

DIVIDEND REMITTED IN FOREIGN CURRENCY


Year ended
Year ended
31st March, 2016 31st March, 2015

Particulars
Dividend ( Gross )

16,057,145

Number of Non-resident shareholders


Number of Shares held
Type

12,351,650

12,351,650

Final Dividend
(13%)

Final Dividend
(6%) & Interim
Dividend (7%)

2014-15

2013-14 &
2014-15

For the year

31.

16,057,145

FOREIGN CURRENCY EXPOSURES OUTSTANDING AT THE BALANCE SHEET DATE:


Category: Currency Swap Contract of Rupee Loan from ICICI Bank Ltd of Rs 47,75,00,000 (USD 86,00,093)
Purpose: In order to hedge the Companys future foreign currency earnings against the volatility in foreign exchange rates.
Foreign Currency exposures not hedged by derivative instrument or otherwise:
Particulars
a) Receivables
b) Payables

c) FCNR Loan taken from Banks


d) Balances with collection agents

Currencies
USD
DHS
EURO
SGD
USD
YEN
SLR
DKK
PKR
USD
USD
PKR
SLR

As at
As at
31st March, 2016 31st March, 2015
2,870,931
1,942,895
244,936
56,613
41,600
12,425
4,829
10,004
944,964
85,213
9,146,458
8,446,004
1,784,719
57,058
3,215,068
18,500,886
9,166,685
151,683
190,350
269,060
-

65

Particulars
e) Advance with Agents & Vendors

Currencies
YEN
SGD
EURO
USD
NOK
SLR
PKR

As at
As at
31st March, 2016 31st March, 2015
3,548
24,000
6,212
8,201
11,198
5,795
17,977
4,558
2,982,320
21,670,852
83,233
-

32.

The notional loss on derivatives as on March 31, 2016 amounts to ` 11,47,64,883 (previous year: ` 10,48,72,380), on fair
valuation of cross currency interest rate swap has been taken to the Hedging Reserve account.

33.

MANAGERIAL REMUNERATION*
(Included Under Salary, Wages And Allowances- Note no. 24 )
Year ended
31st March,2016
`

Year ended
31st March, 2015
`

A) Remuneration

10,599,960

9,540,000

B) Upto 3% Commission on Profit after Tax

14,000,000

720,000

604,800

Particulars
I) To Managing Director

C) Contribution To Provident Fund


D) Leave Travel Allowance

500,000

500,000

25,819,960

10,644,800

998,000

3,996,000

998,000

3,996,000

II) To Executive Director


A) Remuneration ( Part of the year )

34.

*a)

The remuneration does not include the provision made for gratuity and leave encashment, as they are determined on
an actuarial basis for company as a whole.

a)

Contingent Liabilities

Particulars
Claims against the Company not acknowledged as debts.

As at
31st March, 2015

NIL

NIL

Corporate guarantee given on behalf of Subsidiary company (including interest)

251,508,785

171,864,890

Claim from ONGC for expenses incurred by it in connection with recovery and
allied activities in respect of OEL Vision in distress during July 2006 (Recoverable
from Insurance company).

30,597,784

30,597,784

1,127,893

As at
31st March, 2016

As at
31st March, 2015

Income Tax Demand for the Assessment Year 2012-13


b)

Capital and other commitments

Particulars
Estimated amount of contracts remaining to be executed on capital account and
others not provided for

66

As at
31st March, 2016

ANNUAL REPORT 2015-16

35.

SEGMENT REPORTING

a)

The Company operates in two business segments viz. Shipping and Logistics. Shipping comprises Charter hire and
Logistics includes Feeder, Domestic and Liner business.
Particulars
Revenue by Segment
Shipping
Logistics (Shipping part)
Others
Total Revenue
Segment Results
Shipping
Logistics (Shipping part)
Others
TOTAL
Add: Other Income
Less: i) Interest & Finance Charges
ii) Unallocated Expenditure
iii) Exceptional Item
iv) Prior Year Adjustments
Profit Before Tax

Year ended
31st March,2016
`

Year ended
31st March, 2015
`

18,728,593
3,058,530,750
52,739,637
3,129,998,980

30,223,040
2,874,531,691
2,725,972
2,907,480,703

5,293,825
502,314,044
52,619,653
560,227,522
30,684,215
89,094,287
501,817,452

2,082,091
941,945,854
2,119,210
946,147,155
15,710,201
70,559,371
287,857,482
62,139,370
541,301,133

1,530,721
155,877,054
2,468,471
159,876,246

3,150,297
83,322,372
2,421,476
88,894,145

Segment Depreciation (excluding amount charged to reserve directly)


Shipping
Logistics (Shipping part)
Others
TOTAL
b)

Geographical Segment (Based on primary location of customers)


Particulars
In India
Rest of World
Total Revenue

c)

Year ended
Year ended
31st March,2016 31st March, 2015
`
`
2,674,340,541
2,247,675,446
455,658,439
659,805,257
3,129,998,980
2,907,480,703

Segment Capital Employed


Fixed Assets used in the companys business or liabilities contracted have not been identified to any of the reportable
segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure
relating to individual segment assets and liabilities has been made. However Depreciation has been allocated amongst
segments based on best estimates of usage of fixed assets in the respective segments during the year.

36

Related Party Transactions (Refer Annexure 1)

37

Accounting for Lease


The Company has taken Vehicles on Cancellable Operating Lease and the lease rental of Rs.14,34,000 (Rs.13,44,000) is
charged to the statement of Profit and Loss.
The Company has taken Office Premises on Cancellable Operating Lease and the lease rental of Rs. 56,98,599
(Rs. 57,23,742) is charged to the statement of Profit and Loss.

67

38.

WORKING FOR EARNINGS PER SHARE:


Particulars

Year ended
31st March, 2015

Profit/(Loss) after Tax (Amount in Rs.)

486,779,559

532,801,133

Weighted average number of Equity shares outstanding (in nos.)

21,957,533

21,957,533

Nominal value Per Share (Amount in Rs.)

10

10

22.17

24.27

Year ended
31st March, 2016
`

Year ended
31st March, 2015
`

Vessels Loan Repayment (including interest cost)

221,159,117

453,815,109

Others*

162,985,039

50,740,517

Earnings in foreign exchange (on accrual basis)

828,228,105

997,178,015

Earnings Per Share (Basic & Diluted) (Amount in Rs.)

39.

Year ended
31st March, 2016

A/B

OTHER DISCLOSURES:

Particulars
Outgo in foreign currency (on accrual basis):

* Others include payment towards protection & indemnity insurance, port and marine dues, survey fees, dry dock
expenditure etc.

40.

VALUE OF IMPORTS CALCULATED ON CIF BASIS

Particulars
Stores & Spares

41.

Year ended
31st March, 2016
`

Year ended
31st March, 2015
`

55,762,730

38,127,812

Fuel Oil

213,271,118

60,564,015

Vessels/ Other Capital Goods

854,872,713

604,745,500

IMPORTED & INDIGENOUS FUEL AND SPARE PARTS CONSUMED


Particulars

Year ended
31st March, 2016

Year ended
31st March, 2015

Fuel etc
Imported

22%

213,271,118

6%

60,564,015

Indigenous

78%

741,474,455

94%

924,203,068

100%

954,745,573

100%

984,767,083

Imported

40%

55,762,730

43%

38,127,812

Indigenous

60%

84,681,540

57%

50,327,747

100%

140,444,270

100%

88,455,559

TOTAL
Stores & Spares

TOTAL

68

ANNUAL REPORT 2015-16

42.

DISCLOSURE MADE IN TERMS OF SCHEDULE V OF SEBI (LISTING OBLIGATION AND DISCLOSURE


REQUIREMENT ) 2015

Particulars

a)

(i)

Loans and advances in the nature of


loans made to subsidiary company.

Nil

Nil

(ii)

Loans and advances in the nature of


loans made to associate company.

Nil

Nil

(iii)

Loans and advances in the nature of


loans where there is.

Nil

Nil

Nil

Nil

95,000,000

95,000,000

Nil

Nil

Nil

Nil

1)

no repayment schedule or
repayment beyond seven year
( or )

2)

no interest or interest
below section 372A of The
Companies Act, 1956
(corresponding to section 186
of The Companies Act, 2013)

Loans and advances in the


nature of loans made to firms /
companies in which directors of
the company are interested."

Investment by the Company


(i)

in subsidiary company

Shreyas Relay Systems Ltd.


a) 35,00,000 Equity shares of
Rs.10 each fully paid

(ii)
c)

43

Maximum
amount due at
any one time
during the year
(`)

Loans and advances

(iv)

b)

Name of the company

Amount
outstanding as
on March 31,
2016
(`)

in associate company

Investments by the loanee in the shares


of the parent company and Subsidiary
company when the company has made a
loan or advance in the nature of Loan.

Change in Accounting Policy:


1)

As required by Note 4(a) of Schedule II and the Guidance Note on Accounting for Depreciation in Companies in the
Context of Schedule II to the Companies Act, the Company has treated 'Dry Dock and Special Survey expenditure'
as a Separate Component of fleet to be depreciated over the useful life as against the practice of charging off to
statement of profit and loss on occurence.
Had the earlier practice been followed:
a) Dry Dock expenses would have been higher by Rs 679.94 Lacs
b) Depreciation would have been lower by Rs 161.59 Lacs
c) Fixed Assets would have been lower by Rs 518.35 Lacs &
d) Profit for the year would have been lower by Rs 518.35 Lacs

69

2)

44

The Freight income was earlier recognized on completion of the voyage leg. To fall in line with the requirements of
IND-AS, which becomes applicable to this Company with effect from 1st April 2017, the Company has changed its
Accounting policy in this regard to recognise revenue based on percentage of completion considering voyage days
as the basis. In view of this the Revenue for the year is more by Rs 246.77 Lacs, expenses for the year are more by
Rs 117.50 Lacs and Profit for the year is higher by Rs 129.27 Lacs (with consequential effect on unfinished voyage
Income & expense in current liabilities & current assets)

Prior period comparatives


Prior year figures have been reclassified / regrouped wherever necessary to conform to the current years classification.

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

S. Ramakrishnan
Partner
Membership No. 18967
Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

70

ANNUAL REPORT 2015-16

RELATED PARTY TRANSACTIONS (as on 31.03.2016)

Annexure - 1
( Amt in ` 000)

Transactions

Holding
company *

Subsidiary
Company*

Fellow
subsidiaries*

Other
related
parties*

Key
Relatives
Management
of Key
personnel* Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Service / Freight income


Balaji Shipping Line FZCO

69,233

69,233

BLPL Singapore Pte. Ltd.

14,309

14,309

18,379
814

Orient Express Lines FZCO

15,579

15,579

25,822

Orient Express Lines (Singapore) Pte.


Ltd.

3,643

3,643

389

Shreyas Relay Systems Ltd*

1,613,046

1,613,046

1,415,388

Transworld GLS (I) Pvt. Ltd.

46

46

Albatross Shipping Ltd.

140

140

18,765

18,765

3,500

3,500

2,450

39,589

39,589

24,135

Charter Hire Income from related


parties
Orient Express Lines FZCO

Dividend Received on Equity Shares


Shreyas Relay Systems Ltd

Vessel management fees paid


Orient Express Ship Management Ltd.

Vehicle Lease Rent paid


Mrs Manita vivek Kumar Singh

660

660

660

Mrs Ratnaprabha Desai

282

282

192

Relay Shipping Agency Ltd.

20,225

20,225

20,424

Lanka Orient Express Lines Ltd.

549

549

304

Transworld Shipping & Logistics LLC,


Dubai

3,870

3,870

390

Orient Express Lines (Singapore) Pte.


Ltd.

232

232

21,870

21,870

1,062

Agency Fees paid

Slot Charges Payable


Orient Express Lines FZCO

Oracle Implementation
Encore Pierian Logistics Business
Services Ltd.

Container charges
Shreyas Relay Systems Ltd

71

RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)


Transactions

Holding
company *

Subsidiary
Company*

Fellow
subsidiaries*

Other
related
parties*

Key
Relatives
Management
of Key
personnel* Management
personnel*

Rent paid

Total upto
31.03.2016

Total upto
31.03.2015

Sivaswamy Holdings Pvt. Ltd.

3,732

3,732

3,688

Geeta Ramakrishnan

1,468.49

1,468

1,650

Mr. S. Ramakrishnan

25,820

25,820

10,796

Mr. V. Ramnarayan

998

998

3,996

Capt Vivek Kumar Singh

7,961

7,961

5,226

Mr Rajesh Desai

3,428

3,428

2,997

Mr. S. Mahesh

60.00

60

90

Mr. Ritesh S.Ramakrishnan

165.00

165

190

649

41.09

41

444,500

444,500

603,954

16,057

Managerial Remuneration paid (Net)

Remuneration
paid
Management Personnel

to

Key

Director Sitting Fees

Stores, Spares, Victualling, Repairs


expenses, etc.paid
Admec Logistics Ltd.
Sale of Fixed Asset
Transworld GLS (I) Pvt. Ltd.
Donation
Valli & Sivaswamy Memorial Charitable
Trust
Purchases of Vessel
Orient Express Lines Inc, Panama
Dividend Paid on Equity Shares
Transworld Holdings Ltd., Mauritius

16,057

16,057

Mr. S. Ramakrishnan

142

142

142

Mrs. Geeta Ramakrishnan

141

141

142

Mr. Ritesh S.Ramakrishnan

219

219

219

Ms. Anisha Ramakrishnan

1,518

1,518

1,518
142

Mrs. Mala Mahesh

141

141

Mr. Murli Mahesh

219

219

219

Ms. Mithila Mahesh

1,518

1,518

1,518

Mr. S. Mahesh

Mr. V. Ramnarayan

142

15

15

146

142

284
142

Mrs. Brinda Ramnarayan

141

141

Mr. Rajan Ramnarayan

183

183

183

Mr. Rajiv Ramnarayan

177

177

177

72

ANNUAL REPORT 2015-16

Outstanding balances pertaining to related parties as at 31st March, 2016


( Amt in ` 000)
Transactions

Holding
company *

Subsidiary
Fellow
Company* subsidiaries*

Other
related
parties*

Key
Relatives
Management
of Key
personnel* Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Debit balance due to company


Albatross Shipping Ltd.

0.14

0.14

Balaji Shipping Line FZCO

26,167

26,167

9,503

BLPL Singapore Pte. Ltd.

2,217

2,217

344

Encore Perian Logistics Business


Services Pvt. Ltd.

600

600

600

Lanka Orient Express Lines Ltd.

1,346

1,346

10,168

Orient Express Lines (S) Pte Ltd

389

Orient Express Lines FZCO

2,340

2,340

1,030

Orient Express Ship Management


Ltd.

150

150

Relay Shipping Agency Ltd.

19,417

19,417

15,818

Shreyas Relay Systems Ltd*

442,117

442,117

252,890

TOTAL DEBIT

442,117

30,724

21,512

494,353

290,742

Fellow
subsidiaries*

Other
related
parties*

Transactions

Holding
Subsidiary
company * Company*

Key
Relatives
Management
of Key
personnel* Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Credit balance due from company

Orient Express Ship Management


Ltd.

415

415

Sivaswamy Holdings Pvt. Ltd.

64

64

Orient Express Lines (S) Pte Ltd

53

53

Transworld Shipping & Logistics


LLC

1,270

1,270

(1103)

Transworld Management
Consultancy Pvt. Ltd.

12

12

(3)

TOTAL CREDIT

1,270

545

1,815

(1,902)

Investment in Subsidiary
Shreyas Relay Systems Ltd*

95,000

95,000

95,000

Guarantee for Subsidiary


Shreyas Relay Systems Ltd*

251,509

251,509

171,865

(796)

Note:
1)

Figure have been adjusted for exchange rate variations

2)

Reimbursement of expenses incurred by/to Group Companies is not included here.

* Names of related parties


Nature of relationship

Name of the related party

Holding Company

Transworld Holdings Ltd., Mauritius

Subsidiary Company

Shreyas Relay Systems Ltd.


SRS Freight Management Ltd.

Fellow Subsidiary Company

Transworld Bulk Carriers (India) Pvt. Ltd.


Balaji Shipping (UK) Ltd.
Balaji Shipping Co. S. A., Panama
Balaji Shipping Line FZCO
Orient Express Line FZCO

73

Nature of relationship

Name of the related party


Orient Express Lines Inc, Panama
Transworld Bulk Carriers FZCO
Transworld Logistics & Shipping Service Inc, USA
Transworld Logistics FZE
Transworld Projects FZE
Transworld Saudi Arabia
Transworld Shipping Trading and Logistics Services LLC, Oman

Other related party

Sivaswamy Holdings Pvt. Ltd.


ADMEC Logistics Ltd.
Albatross Shipping Ltd.
Clarion Solutions Pvt. Ltd.
Crescent Shipping Agency (I) Ltd.
Encore Pierian Logistics Business Services Ltd.
Orient Express Ship Management Ltd.
Relay Shipping Agency Ltd.
Tejas Oil Pvt. Ltd.
TLPL Logistics Pvt. Ltd.
TLPL Shipping and Logsitics Pvt. Ltd.
Transcorp Finance Ltd.
Transworld Management Consultancy Pvt. Ltd.
Transworld GLS (I) Pvt. Ltd.
Transworld Logistics Ltd.
Transworld Oil Pvt. Ltd.
Transworld Shipping and Logistics Ltd.
Transworld Terminals Pvt. Ltd.
Trident Trading Pvt. Ltd.
Transworld Group Singapore Pte. Ltd.
Liberty Navigation (S) Pte. Ltd.
Orient Express Lines (Singapore) Pte. Ltd.
BLPL Singapore Pte. Ltd.
Transworld GLS (Singapore) Pte. Ltd.
Transworld GLS Sdn. Bhd.
Transworld GLS Vietnam Co. Ltd.
Clarion Shipping Pvt. Ltd., Colombo
Hayleylines Ltd., Colombo
Lanka Orient Express Lines Ltd.
Transworld Shipping & Logistics LLC, Dubai
Albatross Inland Ports Pvt. Ltd.
Albatross Logistics Centre (India) Pvt. Ltd.

Key Management Personnel

S.Ramakrishnan (Chairman & Managing Director)


V.Ramnarayan (Executive Director)
Captain Vivek Kumar Singh
Rajesh Desai
Namrata Malushte

74

ANNUAL REPORT 2015-16

Nature of relationship

Name of the related party

Relatives of Key Management Personnel

Geeta Ramakrishnan
Ritesh S. Ramakrishnan
Anisha Ramakrishnan
S. Mahesh
Mala Mahesh
Murli Mahesh
Mithila Mahesh
Brinda Ramnarayan
Manita Vivek Kumar Singh
Rajan Ramanarayan
Rajiv Ramanarayan
Ashish Malushte
Ratnaprabha Desai

75

76
NA

NA

SRS Freight
Management
Limited

151.47

1,849.35

Reserves
& surplus

517.29

67.57

1,796.29

42,689.29
84.41

122.11

Profit
before
taxation

7.40

36.55

Provision
for
taxation

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)
Amitabha Ghosh
Director
(DIN: 00055962)
Namrata Malushte
Company Secretary

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Partner
Membership No. 18967

Place : Mumbai
Date : May 26, 2016

Place : Mumbai
Date : May 26, 2016

FOR AND ON BEHALF OF THE BOARD

NIL

NIL

NIL

NIL

As per our report of even date

Not Considered in Consolidation

i.

Profit / Loss for the year

6.

Considered in Consolidation

Networth attributable to Shareholding as per latest audited Balance Sheet

5.

i.

Reason why the associate/joint venture is not consolidated

4.

NIL

NIL

Description of how there is significant influence

3.

Extend of Holding %

NIL

NIL

NIL

Shares of Associate/Joint Ventures held by the company on the year end

2.

NIL

Name 1

Amount of Investment in Associates/Joint Venture

Latest audited Balance Sheet Date

1.

Name of Associates/Joint Ventures

No.

517.29

209.49

Total
Investments Turnover
Liabilities

15,026.37 15,026.37

Total
assets

Part B: Associates and Joint Ventures

70.45

1,350.00

Share
capital

77.01

85.56

Profit
after
taxation

51.17%

100%

Proposed
% of
Equity
shareholding
Dividend

Rajesh Desai
Chief Financial Officer

V. Ramnarayan
Executive Director
(DIN: 00057717)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Name 2

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Name 3

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

NA

NA

Part A: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs Lacs )

Reporting period Reporting currency


for the subsidiary and Exchange rate
concerned, if
as on the last date of
different from
the relevant Financial
the holding
year in the case of
companys
foreign subsidiaries
reporting period

Shreyas Relay
Systems Limited

Name of the
subsidiary

FORM NO. AOC.1


Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

ANNUAL REPORT 2015-16

Independent Auditors Report


TO THE MEMBERS OF SHREYAS SHIPPING AND LOGISTICS
LIMITED
Report on the Consolidated Financial Statements
1. We have audited the accompanying consolidated
financial statements of Shreyas Shipping and
Logistics Limited (hereinafter referred to as the
Holding Company) and its subsidiaries (the Holding
Company and its subsidiaries together referred to as
the Group), comprising of the Consolidated Balance
Sheet as at 31st March 2016, the Consolidated Statement
of Profit and Loss, the Consolidated Cash Flow
Statement for the year then ended, and a summary of
the significant accounting policies and other explanatory
information (hereinafter referred to as the consolidated
financial statements).
Managements Responsibility for the Consolidated
Financial Statements
2. The Holding Companys Board of Directors is
responsible for the preparation of these consolidated
financial statements in terms of the requirements of the
Companies Act, 2013 (hereinafter referred to as the
Act) that give a true and fair view of the consolidated
financial position, consolidated financial performance
and consolidated cash flows of the Group in accordance
with the accounting principles generally accepted in
India, including the Accounting Standards prescribed
under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. The respective
Board of Directors of the companies included in the Group
are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for
safeguarding the assets of the Group and for preventing
and detecting frauds and other irregularities; the selection
and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for
the purpose of preparation of the consolidated financial
statements by the Directors of the Holding Company, as
aforesaid.
Auditors Responsibility
3. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
While conducting the audit, we have taken into account
the provisions of the Act, the accounting and auditing
standards and matters which are required to be included
in the audit report under the provisions of the Act and
the Rules made thereunder.

4.

We conducted our audit in accordance with the


Standards on Auditing specified under Section 143(10)
of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the
consolidated financial statements are free from material
misstatement.
5. An audit involves performing procedures to obtain
audit evidence about the amounts and the disclosures
in the consolidated financial statements. The procedures
selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to
the Holding Companys preparation of the consolidated
financial statements that give a true and fair view in
order to design audit procedures that are appropriate
in the circumstances. An audit also includes evaluating
the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates
made by the Holding Companys Board of Directors,
as well as evaluating the overall presentation of the
consolidated financial statements.
6. We believe that the audit evidence obtained by us and
the audit evidence obtained by the other auditors in
terms of their reports referred to in the Other Matters
paragraph below, is sufficient and appropriate to
provide a basis for our opinion on the consolidated
financial statements.
Opinion
7. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid consolidated financial statements give
the information required by the Act in the manner so
required and give a true and fair view in conformity with
the accounting principles generally accepted in India,
of the consolidated state of affairs of the Group as at
31st March 2016, and their consolidated profit and their
consolidated cash flows for the year ended on that date.
Other Matters
(a) We did not audit the financial statements of one
subsidiary, whose financial statements had total assets
of Rs. 5,17,28,831 as at 31st March 2016, total revenue
of Rs. 17,96,28,934 and net cash flow amounting to
Rs. 21,91,135 for the year ended on that date, as
considered in the consolidated financial statements.
These financial statements have been audited by
another auditor whose reports have been furnished
to us by the Management and our opinion on the
consolidated financial statements, in so far as it relates
to the amounts and disclosures included in respect of
this subsidiary, and our report in terms of sub-sections
(3) and (11) of Section 143 of the Act, insofar as it

77

relates to the aforesaid subsidiary, is based solely on


the reports of the other auditor.
(b) Our opinion on the consolidated financial statements,
and our report on Other Legal and Regulatory
Requirements below is not modified in respect of the
above matters with respect to our reliance on the work
done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report, to
the extent applicable, that:
a) We have sought and obtained all the information and
explanations, which to the best of our knowledge
and belief were necessary for the purposes of
our audit of the aforesaid consolidated financial
statements.
b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
consolidated financial statements have been kept
so far as it appears from our examination of those
books and the reports of the other auditors.
c) The
Consolidated
Balance
Sheet,
the
Consolidated Statement of Profit and Loss, and
the Consolidated Cash Flow Statement dealt with
by this Report are in agreement with the relevant
books of account maintained for the purpose
of preparation of the consolidated financial
statements.
d) In our opinion, the aforesaid consolidated financial
statements comply with the Accounting Standards
prescribed under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received
from the directors of the Holding Company as on
31st March 2016 taken on record by the Board of
Directors of the Holding Company and the reports
of the statutory auditor of its subsidiary company,
none of the directors of the Group companies, is
disqualified as on 31st March 2016 from being
appointed as a director in terms of Section 164(2)
of the Act.
Annexure A
Referred to in paragraph 1(f) on Report on Other Legal
and Regulatory Requirements of our report of even date
Report on the Internal Financial Controls under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (the Act)
We have audited the internal financial controls over financial
reporting of Shreyas Shipping and Logistics Limited hereinafter
(referred to as the Holding Company) and its subsidiary
companies (the Holding Company and its subsidiaries
together referred to as the Group), as of 31st March 2016
in conjunction with our audit of the consolidated financial
statements of the Holding Company for the year ended on
that date.

78

f)

g)

h)

With respect to the adequacy of the internal financial


controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to
our separate Report in Annexure A.
The qualification relating to the maintenance of
accounts and other matters connected therewith are
as reported in Annexure A.
With respect to the other matters to be included in
the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
i.
The consolidated financial statements disclose
the impact of pending litigations on the
consolidated financial position of the Group
Refer Note 36 [Contingent Liabilities] to the
financial statements
ii. The Holding Company has derivative contracts
but no long term contracts. There are no material
foreseeable losses for which the Holding
Company is required to make a provision under
applicable law or accounting standards. Refer to
Note 2(h) and 33 to the financial statements.
iii. There has been no delays in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Holding Company and its subsidiary companies.
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firms Registration No.003990S/S200018

S Ramakrishnan
Partner
Membership No.018967
Place of Signature: Mumbai
Date: 26th May 2016

Managements
Controls

Responsibility

for

Internal

Financial

The respective Board of Directors of the Holding Company


and its subsidiary companies are responsible for establishing
and maintaining internal financial controls based on the
internal control over financial reporting criteria established
by the respective companies considering the essential
components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India.
These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to companys
policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness

ANNUAL REPORT 2015-16

of the accounting records, and the timely preparation of


reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys
internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the Guidance Note) and the Standards
on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both
issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal
financial controls over financial reporting were established
and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected
depend on the auditors judgement, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified
audit opinion on the Companys internal financial controls
system over financial reporting.
Meaning of Internal Financial Controls Over Financial
Reporting
A companys internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
A companys internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use, or
disposition of the companys assets that could have a material
effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over
Financial Reporting
Because of the inherent limitations of internal financial controls

over financial reporting, including the possibility of collusion


or improper management override of controls, material
misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods
are subject to the risk that the internal financial control over
financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Basis for Qualified Opinion
According to the information and explanations given to us and
based on our audit, the following material weakness has been
identified as at March 31, 2016:
(a) One of the subsidiaries did not have appropriate internal
controls in the area of financial closing process and is in the
process of implementing them (as they existed in the old
software till 31st December 2015) in the Oracle ERP software to
which financial accounting has been moved w.e.f 1st January
2016 and is being handled by an outsourced agency as there
are initial glitches in the implementation which are being
sorted out.
A material weakness is a deficiency, or a combination
of deficiencies, in internal financial control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the companys annual or interim
financial statements will not be prevented or detected on a
timely basis.
Qualified Opinion
In our opinion, except for the effect/possible effects of the
material weakness described above in one of the subsidiaries,
the Holding Company and its subsidiary companies which are
companies incorporated in India, have in all material respects,
an adequate internal financial control system over financial
reporting and such internal financial controls are operating
effectively as at 31st March 2016 based on the internal control
over financial reporting criteria established by the Company
considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India.
We have considered the material weakness identified and
reported above in determining the nature, timing, and
extent of audit tests applied in our audit of the 31st March
2016 consolidated financial statements of the Group, and
the material weakness has not affected our opinion on the
consolidated financial statements of the Group and we have
not issued a qualified opinion on the consolidated financial
statements.
For PKF Sridhar & Santhanam LLP
Chartered Accountants
Firms Registration No.003990S/S200018
S Ramakrishnan
Partner
Membership No.018967
Place of Signature: Mumbai
Date: 26th May 2016

79

Consolidated Balance Sheet as at 31

st

March 2016

Note
No

Particulars
Equity And Liabilities
Shareholders' Funds
Share Capital
Reserves and Surplus
Minority Interest
Non-Current Liabilities
Long-Term Borrowings
Deferred Tax Liabilities (Net)
Long-Term Provisions
Current Liabilities
Short-Term Borrowings
Trade Payables
Due to Micro and Small Enterprises
Due to Others
Other Current Liabilities
Short-Term Provisions

As at
31st March 2015
`

3
4
5

219,575,330
2,167,430,397
120,335,939

219,575,330
1,725,256,348
107,772,163

6
7
8

1,191,340,599
19,767,344
129,131,261

796,852,744
20,421,215
114,711,934

626,749,393

271,211,225

10
10
11
12

597,034
319,342,575
537,105,388
40,725,857
5,372,101,117

673,954
198,395,879
324,420,713
49,910,204
3,829,201,709

2,874,038,827
1,314,617
5,948,122
514,510,090
226,930,518

1,959,113,866
25,372
285,280,480
178,407,498

140,847,674
104,525,394
1,151,833,271
71,952,351
99,962,500
180,237,753
5,372,101,117

41,960,579
82,562,254
828,920,817
265,301,312
60,955,345
126,674,186
3,829,201,709

Total
Assets
Non-Current Assets
Fixed Assets
(I) Tangible Assets
(II) Intangible Assets
Goodwill on Consolidation
Non-Current Investments
Other Non-Current Assets
Current Assets
Current Investments
Inventories
Trade Receivables
Cash And Bank Balances
Short-Term Loans And Advances
Other Current Assets

As at
31st March 2016
`

13

14
15
16
17
18
19
20
21

Total
Summary of significant accounting policies
The accompanying notes form an integral part of this Financial Statement

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

80

ANNUAL REPORT 2015-16

Consolidated Statement of Prot & Loss for the Year Ended 31

st

Sr

March, 2016

Note
No

Particulars

Income
Income From Operations
Other Income
Total Income (I + II)
Expenses
Operation Cost
Fuel etc Consumed
Employee Benefit Expense
Financial Cost
Depreciation & Amortization Expense
Other Expenses
Total Expenses (IV)
V.
Profit Before Exceptional & Extraordinary Items & Tax (III-IV)
VI.
Exceptional Items
Provision for Impairment (Refer Note 13)
Loss on Sale of Vessels (Refer Note 13)
VII. Profit Before Extraordinary Items & Tax (V -VI)
VIII. Extraordinary Items
IX.
Profit/ (Loss) For The Year (VII- VIII)
X.
Prior Year Adjustments (Refer Note 30)
XI.
Profit Before Tax (IX-X)
XII. Tax Expense:
Current Tax
Deferred Tax
Prior Year Tax
MAT Credit
XIII. Profit/(Loss) After Tax (XI-XII)
XIV. Share of (Profit) transferred to Minority Interest
XV. Profit for the year (after adjustment of Minority Interest) (XIII-XIV)
Earning Per Equity Share: Nominal Value Of Share Rs 10
- Basic
- Diluted
Summary of significant accounting policies
The accompanying notes form an integral part of this Financial Statement
I.
II.
III.
IV.

Year ended
31st March 2016
`

Year ended
31st March 2015
`

22
23

5,955,662,923
51,195,867
6,006,858,790

5,458,833,465
20,365,951
5,479,199,416

24
25
26
27
13
28

3,528,951,549
954,745,573
519,758,297
121,847,556
187,040,755
179,059,650
5,491,403,380
515,455,410

2,765,641,437
984,767,083
367,992,323
103,623,348
109,104,462
117,876,792
4,449,005,445
1,030,193,971

515,455,410
515,455,410
1,050,950
514,404,460

(190,991,215)
478,848,697
742,336,489
742,336,489
68,458,636
673,877,853

21,063,638
(653,872)
(291,547)
(685,761)
494,972,002
3,063,761
491,908,241

55,982,659
(52,056)
1,346,578
(882,659)
617,483,331
3,645,553
613,837,778

21.88
21.88

27.42
27.42

40

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

81

Consolidated Statement Of Cash Flow for the year ended 31

st

March, 2016
Year Ended
31st March 2016

Year Ended
31st March 2015

514,404,460

673,877,853

Depreciation

187,040,755

109,104,462

Interest Expenses On Loans

Particulars
A

Cash Flow From Operating Activities


Net Profit/ ( Loss) Before Tax
Adjusted For Non Cash / Non Operating Items
121,847,556

103,623,348

Loss/(Profit) On Sale of Fixed Assets

3,013,967

478,870,144

Loss/(Profit) On Sale Of Investments

(35,139,310)

(5,224,776)

Bad Debts & Provision for Doubtful Debts

9,148,878

7,467,529

Unrealized Exchange/ Swap Loss/ (Gain) on Current Assets

1,849,481

1,938,603

(500,406)

(2,636,292)

(8,416,825)

(2,382,650)

Liabilities/Provisions For Expenses No Longer Required Written Back


Income From Current Investments
Interest Income
Operating Profit Before Working Capital Changes

(a)

(6,860,209)

(8,002,485)

786,388,347

1,356,635,736

Adjustments for Changes in Working Capital:


Increase/(Decrease) In Current Assets
Inventories
Sundry Debtors
Other Current Assets, Loans And Advances
Less: Increase/(Decrease) In Current Liabilities & Provision
Net Increase/(Decrease) In Working Capital

(b)

Cash Generated from Operations

(a) - (b)

(2,145,390)
291,845,185

92,711,567

(7,570,008)

449,623,295

282,129,787

267,853,027

(95,608,716)

181,770,268

377,738,503

604,618,079

978,897,233

(67,065,366)

(68,685,873)

Add : Provision For Impairment in Value of Vessel (Exceptional Item,


Refer footnote to Note 13)

(190,991,215)

Add: Prior Year Adjustments (Refer Note 30)

68,458,636

537,552,713

787,678,781

(1,095,217,542)

(617,364,503)

(229,229,610)

(285,130,480)

25,104,398

323,046,691

5,457,069

8,002,485

43,556,135

7,607,426

(1,250,329,550)

(563,838,381)

Less: Taxes Paid

NET CASH FROM OPERATING ACTIVITIES


B

21,963,140
334,948,588

(A)

Cash Flow From Investing Activities


Addition To Fixed Assets
Addition To Non-Current Investments (Mutual Fund)
Sale of Fixed Assets
Interest Income
Income From Current Investments
NET CASH FROM INVESTING ACTIVITIES

82

(B)

ANNUAL REPORT 2015-16

Consolidated Statement Of Cash Flow for the year ended 31

st

March, 2016 (CONTD.)


Year Ended
31st March 2016

Particulars
C

Year Ended
31st March 2015

Cash Flow From Financing Activities


Proceeds / (Repayment) of Borrowings (Net)
Interest Expenses
Dividend Paid

785,241,624

35,409,666

(121,847,555)

(103,623,348)

(45,789,851)

(45,535,191)

(C)

617,604,218

(113,748,873)

(A+B+C)

(95,172,619)

110,091,527

CASH & CASH EQUIVALENTS - OPENING BALANCE

304,794,035

196,674,661

ADD : NET CHANGES IN CASH & CASH EQUIVALENT AS ABOVE

(95,172,619)

110,091,527

1,053,475

(1,972,153)

210,674,891

304,794,035

992,811

1,577,677

68,834,406

261,255,779

140,847,674

41,960,579

210,674,891

304,794,035

NET CASH FROM FINANCING ACTIVITIES


NET CHANGES IN CASH & CASH EQUIVALENT

ADD : EFFECT OF CHANGES IN EXCHANGE RATES ON CASH


AND CASH EQUIVALENTS
CASH & CASH EQUIVALENTS - CLOSING BALANCE
CLOSING CASH & CASH EQUIVALENTS CONSISTS OF
CASH ON HAND (Refer Note 19)
BALANCES WITH SCHEDULE BANK IN CURRENT ACCOUNT &
DEPOSITS (Refer Note 19)
INVESTMENT IN LIQUID FUND SECURITIES (Refer Note 16)
TOTAL
Notes:
1)

The above statement has been prepared by indirect method.

2)

Cash and Cash equivalents include cash and bank balances and Investments in Liquid fund securities of Mutual Funds
maturing within 90 days and exclude margin money deposits.

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

83

Notes to the Consolidated Financial Statements for the year ended 31

st

March 2016

CORPORATE INFORMATION
1

Shreyas Shipping and Logistics Limited (SSLL) is India's first container feeder owning and operating company.
SSLL started its operations in 1993 primarily to fill the gap for feedering of containers between Indian
ports and internationally renowned Asian transshipment ports. SSLL's
shares are listed on both Bombay
Stock Exchange and National Stock Exchange. At present, it is a leading player in coastal shipping sector.
Shreyas Relay Systems Limited (SRSL) is wholly owned subsidiary of SSLL. SRSL specialises in offering
seamless,end-to-end,multi-model
transportation
soultions
incorporating
the
Road-Rail-Sea-Air
routes.
SRS Freight Management Limited (SRSFML), formerly known as Haytrans (India) Limited, is a subsidiary of SRSL, is in to
business of Air & Sea Freight Forwarding and operates under its own CHA (Custom House Agent) license.

Summary of significant accounting policies


Basis of Preparation & Use of Estimates
The Financial Statements have been prepared under the historical cost convention on accrual and going concern basis.
The Financial Statement have been prepared in accordance with the generally accepted accounting principles in India,
to comply with the Accounting Standards specified under section 133 of The Companies Act, 2013 and the relevant
provisions of the Companies Act, 2013.
The preparation of financial statements requires the Management to make estimates and assumptions that affect the
reported amounts of assets and liabilities (including contingent liabilities) as of the date of financial statements and
the reported income and expenses during the reporting period. The Management believes that the estimates used in
preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates.
a.

Fixed Assets - Tangible & Intangible


Fixed Assets are stated at cost of acquisition less accumulated depreciation. Cost of acquisition is inclusive of freight,
duties, levies and any directly attributable cost of bringing the assets to their working condition for intended use.
Expenses specifically attributable to construction of new built ship including forex loss/gain on forward covers taken
for the purpose of payment of installments to the ship-builder are capitalised.
When assets are retired or otherwise disposed off, the cost of such assets and the related accumulated depreciation
are removed from the accounts. Any profit or loss on retirement or other disposal is reflected in the statement of Profit
and Loss.

b.

Dry Dock/Special Survey expenses


Dry Dock/ Special Survey Expenses are normally incurred twice in a period of 5 years. With effect from April,15 this is
capitalised as a separate component of ships as required by Note 4(a) & (b) of Schedule II of Companies Act, 2013.
Material procured for dry dock and remaining unutilised,if any,are included in Capital work in Progress.

c.

Depreciation Tangible assets


Depreciation for the year has been provided on the basis of useful lives and residual value as prescribed in Schedule
II, except in the case of certain assets stated below, where based on past experience and technical justification, the
Company has adopted useful lives or residual values other than those prescribed in Schedule II.

84

ANNUAL REPORT 2015-16

Assets
Useful Life
Fleet
As prescribed in Schedule II
Dry Dock/Special Survey Expense/
2.5 Years
(Component of Fleets)
Computers
6 years
Mobile Handsets
3 years
Trailers
10 years
Containers
As prescribed in Schedule II

Residual Value
Based on steel scrap rates
Nil
Nil
As prescribed in Schedule II
As prescribed in Schedule II
Based on steel scrap rates

Depreciation on leasehold improvements is provided on the basis that the leases would be renewed consistent with
past practice.
Depreciation has been provided prospectively, where the cost of depreciable asset has undergone change due to
following :
(a)
(b)

Increase/decrease in Long term foreign currency liability on account of exchange fluctuations


Additions and major improvements forming an integral part of an asset

Assets individually costing Rs 5000 or less are depreciated in full in the year of acquisition.
d.

Revenue Recognition
i)

All Income and expenditure are accounted for, on accrual basis other than interest on overdue bills.

ii)

Operating Earnings represent the value of charter hire and freight earnings.Freight income is recognised based
on percentage of completion considering voyage days as the basis.
Operating Income represents Domestic Service income, (which comprise freight income from coastal shipping
and other modes of inland transportation), Trailer Trip Income,Liner Service Income and Rail Income.

e.

iii)

Income and Expenses relating to unfinished leg of the voyage as at the date of Balance Sheet are carried
forward and included under Current Liabilities and Current Assets respectively. Expenses aggregated under
unfinished leg of voyages include fixed and semi-fixed ship operating costs.

iv)

Stores and Spares (other than lube oils and victualling) are charged off to statement of Profit and Loss, on
receipt.

v)

The revenue in respect of the duty free import licenses, under Served From India Scheme, is recognized as
income in the books of account when and to the extent there is no significant uncertainty as to their ultimate
realization.

vi)

Interest on deposits of surplus funds in recognised on time proportion basis.

Investments
Long term Investments are stated at cost. Diminution in the value of investments, other than temporary in nature, is provided for.
Current investments are valued at cost or fair value whichever is lower.

f.

Inventories
Inventories are valued at lower of Cost or Net Realisable Value. The cost is determined under "First in First out"
formula.

g.

Foreign Exchange Transactions


i)

Transactions in foreign currencies are recorded at standard exchange rates prevailing on the date of relevant
transactions. The realized exchange gains or losses are recognized in the statement of Profit and Loss.

ii)

The exchange differences arising on reporting of long term foreign currency monetary items (including those
arising on settlement), in so far as they relate to acquisition of depreciable capital assets are adjusted to the

85

cost of the capital asset, with effect from 1st April 2007, in terms of Ministry of Corporate affairs Notification
dated 31st March,2009. Applicability of the above notification has since been extended upto March 2020.

h.

iii)

Other Monetary Assets and Liabilities denominated in foreign currency are translated at the year end exchange
rates. The resultant gain or loss on such translation is recognised in the statement of Profit and Loss

vi)

In respect of forward exchange contracts covering either Companys earnings or payments (other than firm
commitments and highly probable forecast transactions), the premium or discount arising at the inception of
the contract is amortised as expense or income over the life of the contract. Exchange differences on such a
contract are recognised in the statement of profit and loss in the reporting period in which the exchange rates
change. Any profit or loss arising on cancellation or renewal of such a forward exchange contract is recognised
as income or as expense for the period. In case of a new built ship, in respect of forward exchange contract
entered into to hedge the foreign currency risk of a firm commitment or highly probable forecast transaction
(not covered by Accounting Standard 11 revised 2003), the company capitalises all the related costs including
premium or discount, exchange difference and profit/loss on cancellation of such contracts, if any.

Derivatives
Derivatives are accounted as follows based on a limited early adoption of AS-30 to the extent not in conflict with legal
provisions and other Accounting Standards:
a)
b)
c)
d)

i.

Fair value hedges are marked to market and the notional Loss or Gain is accounted in the statement of Profit and Loss.
Cash flow hedges are marked to market and the notional loss or gain is taken to Hedging reserve account.
Other derivatives are marked to market and the notional losses or gains are booked in the statement of Profit
and Loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or
no longer qualifies for hedge accounting.

Employee Benefits
The Group has a defined Contribution plan for shore employees for provident fund and contributions made to the
relevant authorities under this scheme are charged to the statement of Profit and Loss. The Group has no other
obligation except the monthly contributions.
The Group has defined benefit plans for shore employees namely gratuity and leave encashment and compensated
absence, the liability for which is provided based on actuarial valuation determined under Projected Unit Credit
method. Contributions under gratuity scheme are made to Life Insurance Corporation of India (LIC) in accordance
with the terms of the policy taken under their Group Gratuity Scheme.
Actuarial gains / losses comprise experience adjustments and the effect of changes in actuarial assumptions are
recognised immediately in statement of Profit and Loss as Income / Expense.
Any other termination benefits are recognised as expenses immediately on the basis of actual expenses.
In respect of Floating staff, Provident fund and Gratuity contributions are made to Seamens Provident Fund and
Seafarers Welfare Fund Society respectively. No Gratuity is payable in respect of officers on board who are on
contract with the Company. Company has no further obligation except the monthly contributions.

j.

Borrowing Costs
Borrowing costs that are directly attributable to the acquisition / construction of the underlying qualifying fixed
assets are capitalised as a part of the respective asset up to the date of acquisition /completion of construction.
Term loan processing charges are accounted over the tenure of loan.

86

ANNUAL REPORT 2015-16

k.

Leases
Assets acquired on lease where a significant portion of the risk and rewards of the ownership are retained by the
lessor are classified as operating leases. Lease rentals are charged to revenue.
Leases where the risks and rewards of ownership are substantially transferred to the company are classified as
Finance Lease.

l.

Taxation
The Holding Company has opted for Tonnage Tax and current tax is the aggregate of Tonnage Tax for shipping
income and income tax on non-shipping income. In view of Company opting for Tonnage Tax, no provision is made
for deferred tax.
In case of subsidiaries, Provision for tax is made as per Income Tax Act, 1961. Deferred tax resulting from
difference between book and tax profit is accounted for at the current rate of tax, to the extent the timing
differences are expected to crystallize. Deferred tax assets are recognized only if there is reasonable
certainty that they will be realized and are reviewed for the appropriateness of their respective carrying value
at each Balance Sheet date. When there are unabsorbed depreciation and carry forward losses as per
Income Tax act, deferred tax assets are recognized only if there exists virtual certainty of their realization.
Minimum Alternative Tax credit is recognised as an asset only when and to the extent there is convincing evidence
that the company will pay normal income tax during the specified period. Such asset is reviewed at each Balance
Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a
convincing evidence to the effect that the Company will pay normal income tax during the specified period.
Deferred tax liability and deferred tax asset of the companies in the Group have been aggregated in Consolidated
financial statement.

m.

Asset Impairment
The Group reviews the carrying values of tangible and intangible assets for any possible impairment at each Balance
Sheet date. Impairment loss, if any, is recognised in the year in which impairment takes place.

n.

Provisions and Contingent liabilities


Provisions are recognised when there is a present obligation as a result of past events where it is probable that there
will be outflow of resource to settle the obligation and when a reliable estimate of the amount of the obligation can be
made. When any such present obligation can not be measured or where a realistic estimate of the obligation can not
be made, contingent liabilities are recognised.
Contingent liabilities are also recognised when there is a possible obligation arising from past events due to
occurrence or non-occurrence of one or more future events not wholly within the control of the Group.

3.

SHARE CAPITAL
Particulars
AUTHORISED
2,40,00,000 (2013-14: 2,40,00,000) Equity Shares of Rs. 10/- each
14,00,000 (2013-14: 14,00,000) 9.5% Non-Convertible, Cumulative,
Redeemable Preference Shares of Rs. 100/- each
ISSUED, SUBSCRIBED AND PAID UP
2,19,57,533 (2013-14: 2,19,57,533) Equity Shares of Rs. 10/- each fully paid up
TOTAL

As at
31st March 2016
`

As at
31st March 2015
`

240,000,000

240,000,000

140,000,000

140,000,000

380,000,000

380,000,000

219,575,330
219,575,330

219,575,330
219,575,330

87

3a.

Reconciliation of the shares outstanding at the beginning and at the end of the accounting year:
Particulars
At the beginning of the year
(+) Issued during the year
(-) Redeemed during the year
Outstanding at the end of the year

3b.

31st March 2016


Nos.
Amount (`)
21,957,533
219,575,330
21,957,533
219,575,330

31st March 2015


Nos.
Amount (`)
21,957,533
219,575,330
21,957,533
219,575,330

Terms/rights attached to Equity Shares


The Company has only one class of equity shares having a par value of Rs.10/- per share. The holders of the equity shares
are entitled to receive dividends as declared from time to time, and are entitled to voting rights proportionate to their share
holding at the meetings of shareholders. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

3c.

Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Particulars

31st March 2016


% of Holding
Nos.

Transworld Holdings Limited (Holding


Company)
Mithila V Mahesh
Anisha Valli Ramakrishnan
3d.

31st March 2015


% of Holding

Nos.

56.25%

12,351,650

56.25%

12,351,650

5.32%
5.32%

1,167,325
1,167,325

5.32%
5.32%

1,167,325
1,167,325

The Board, in its meeting on May 26th, 2016 proposed a dividend of Rs.1.30/-per equity share (previous year interim
dividend Rs 0.70/- per equity share and final dividend Rs. 1.30/- per equity share). The proposal is subject to the
approval of shareholders at the ensuing Annual General Meeting .
The total dividend appropriation for the year ended March 31st, 2016 amounted to Rs. 343.56 Lacs (previous year Rs. 521.61 lacs) including corporate dividend tax of Rs.58.11 lacs (previous year - Rs. 82.46 lacs).

3e.

No bonus shares have been issued during the last five years.

3f.

Shares held by the holding company including shares held by subsidiaries or associates of the holding company
1,23,51,650 (2013-14: 1,23,51,650)

3g.

No shares have been reserved for issue under options and contracts/ commitments for sale of shares/
disinvestments.

3h.

No shares have been bought back during the last 5 years.

4)

RESERVE AND SURPLUS


Particulars
a)
b)
c)

88

Capital Redemption Reserve


As per last balance sheet
Securities Premium Reserve
As per last Balance sheet
General Reserve
As per last balance sheet
Add: Transfer from Statement of Profit and Loss

As at
31st March 2016
`

As at
31st March 2015
`

130,000,000

130,000,000

382,292,449

382,292,449

171,715,149
171,715,149

171,715,149
171,715,149

ANNUAL REPORT 2015-16

d)

e)

Tonnage Tax Reserve


As per last balance sheet
Add: Transfer from Statement of Profit and Loss
Less: Transfer to Tonnage Tax Utilisation Reserve

g)

49,000,000
176,000,000
49,000,000
176,000,000

281,500,000
176,000,000
457,500,000

232,500,000
49,000,000
281,500,000

(104,872,380)
(9,892,503)
(114,764,883)

(115,796,912)
10,924,532
(104,872,380)

688,621,130

316,478,178

662,666

491,908,241
5,948,122

613,837,778
-

1,186,477,493

929,653,290

95,000,000
9,500,000
1,933,970
28,544,793
5,811,048
140,789,811
1,045,687,682
2,167,430,397

176,000,000
235,167
9,500,000
1,934,010
15,370,273
3,636,869
28,544,793
5,811,048
241,032,160
688,621,130
1,725,256,348

Tonnage Tax Utilised Reserve


As per last balance sheet
Add: Transfer from Tonnage Tax Reserve

h)

176,000,000
95,000,000
176,000,000
95,000,000

Hedging Reserve
As per last balance sheet
Add: Provision for Hedging Losses (AS-30)
Surplus in the Statement of Profit and Loss
Balance as per last financial Statement
Less: Depreciation adjusted against Reserves under The Companies Act,
2013
Profit(Loss) from the year
Add/ (Less): Adjustment for Goodwill etc. relating to past
Add/ (Less): Adjustment for Minority share due to Preference Shares
Conversion
Amount available for appropriation
Less Appropriations
Transfer to Tonnage Tax Reserve
Rectification to General Reserve balance
Arrear of Preference Share Dividend *
Proposed Dividend on Preference Shares
Tax on Proposed Dividend on Preference Shares
Interim Dividend Paid on Equity Shares
Tax on Interim Dividend on Equity Shares
Proposed Dividend on Equity Shares
Tax on Proposed Dividend on Equity Shares
Total Appropriations
Net Surplus in the statement of profit and loss
TOTAL

* Arrear of dividend on 8% Optionally Convertible Cumulative Redeemable Preference shares in SRS Freight Management
Limited to the extent of Minority for the period 28th September 2012 to 31st March 2015.
5.

MINORITY INTEREST

Particulars
Equity Minority
Preference Minority
10,00,000, 9.5% Non-Convertible, Cumulative, Redeemable Preference Shares
of Rs. 100/- each *
24,400, 8% Optionally Convertible, Cumulative, Redeemable Preference Share of
Rs. 100/- each **
Arrear of Preference Share Dividend to the extent of minority
TOTAL

As at
31st March 2016
`
10,835,939

As at
31st March 2015
`
4,752,870

100,000,000

100,000,000

2,440,000

9,500,000
120,335,939

579,293
107,772,163

89

** Preferential allotment of 1,000,000, 9.5% Non-Convertible, Cumulative, Redeemable Preference Shares of `Rs. 100/each fully paid up to Transworld Shipping & Logistics Ltd. and M/s Crescent Shipping Agency (I) Ltd. Date of allotment:
28th March, 2012 and redeemable on 1st April 2013. The holders of these preference shares have expressed their desire to
postpone the redemption till 31st March, 2017
** Preferential share allotment of 24,400 8% Optionally-Convertible, Cumulative, Redeemable Preference Shares of
Rs. 100/- each fully paid up to minority shareholders, issued by subsidiary SRS Freight Management Ltd have been
converted into equity shares of Rs 100/- each at a premium of Rs 504/- per share during the year.
6.

LONG-TERM BORROWINGS

Particulars
Secured :
Term Loan
From Banks
From Others
Less: Current Maturities of above loans disclosed under "Other Current
Liabilities" (Refer Note 11 )
Unsecured :
Term Loan
From Related Party
TOTAL
6a)

As at
31st March 2016
`

As at
31st March 2015
`

1,295,006,968

907,043,336

113,633,789
1,408,640,757

6,231,639
913,274,975

227,300,158

156,422,231

1,181,340,599

756,852,744

10,000,000

40,000,000
796,852,744

1,191,340,599

Nature of security and terms of repayment for secured loan availed from Banks
(i)

Canara Bank FCNR Loan as at March 31, 2016, is $ Nil (previous year: $ 8,04,450), was secured by a first charge over
the vessel M.V.Oel Trust. Foreign currency loan carries interest @ LIBOR (6 months) + 500 bps.

(ii)

Canara Bank FCNR Loan, $ 22,32,130 (previous year: $25,00,000), is secured by a first charge over the vessel
SSL Mumbai. Loan to be repaid in 28 quarterly installments with the first repayment starting from September 2015
i.e. $ 89,290. Foreign currency loan carries interest @ LIBOR (6 months) + 450 bps.

(iii)

ICICI Bank Loan Rs. 37,72,25,000 (previous year: Rs. 42,02,00,000), is secured by a first charge over the vessel SSL
Kochi and SSL Kutch and collateral charge over vessel SSL Sagarmala. Loan to be repaid in quarterly installments
with the first repayment starting from October 2013. ICICI Bank Loan carries interest @ I-Base + 290 bps.

(iv)

EXIM Bank FCNR Loan $ 35,11,604 (previous year: $42,75,000), is secured by a first charge over the vessel SSL
Gujarat and lien over mutual fund investment of value Rs 11.04 crore. Loan to be repaid in 28 quarterly installments
with the first repayment starting from April 2015 i.e. $ 1,52,679. Foreign currency loan carries interest @ LIBOR
(6months) + 425 bps.

(v)

Canara Bank FCNR Loan $ 52,50,000 (previous year: $ Nil), is secured by a first charge over the vessel SSL Bharat.
Loan to be repaid in 28 quarterly installments with the first repayment starting from April 2016 i.e. $ 1,87,500. Foreign
currency loan carries interest @ LIBOR (6 months) + 425 bps.

(vi)

ICICI Bank FCNR Loan $ 20,25,000 (previous year: nil), is secured by a first charge over the vessel SSL Visakhaptanam.
Loan to be repaid in 20 quarterly installments with the first repayment starting from June 2016 i.e. $ 1,01,250. Foreign
currency loan carries interest @ LIBOR (3 months) + 320 bps.

(vii) i) ICICI Bank - `Rs. 25,25,638/- (March 31, 2015, `Rs. 72,94,139/-), is secured by hypothecation of specific trailers.
Repayable in equal monthly instalments as per the repayment schedule for specific loan against the trailer.

90

ANNUAL REPORT 2015-16

Bank
ICICI Bank Ltd
ICICI Bank Ltd
ICICI Bank Ltd
Total

No. of
trailers

Interest
Rates %

5
2
5
12

10.70%
11.10%
10.32%

No. of
Outstanding
Outstanding
Instalments
as at
as at
outstanding as at
31st March 2016 31st March 2015
st
31 March 2016
292,303
2
710,313
1,824,021
5
1,815,325
5,177,815
2,525,638
7,294,139

(viii) HDFC Bank - `Rs. 5,16,85,950/- (March 31, 2015 Rs. 51,45,363/-) , is secured by hypothecation of specific trailers.
Repayable in equal monthly instalments as per the repayment schedule for specific loan against the trailer.
No. of
Outstanding
Instalments
as at
outstanding as at
st
March
2016
31
31st March 2016

Outstanding
as at
31st March 2015

No. of
trailers

Interest
Rates %

HDFC LTD

10.25%

15

1,810,939

HDFC LTD

29

9.67%

18

49,875,011

Total

34

51,685,950

5,145,363

Bank

5,145,363

(ix)

BMW India Financial Services Private Limited - Rs 50,23,323/- (March 31, 2015 Rs. 62,31,639 ) , is secured by
hypothecation of the Vehicle Repayable in equal monthly instalments as per the repayment schedule for specific loan
against the trailer.

x)

The finance lease liability - Rs 10,86,10,466/- (March 31, 2015 "Nil") , is towards containers acquired on Finance
Lease. The finance lease obligations are repayable in instalments as per the terms of the lease agreement over a
period of five years.

Bank

No. of
Interest
Containers Rates %

Finance Lease

1000

Total

1000

No. of
Outstanding
Instalments
as at
outstanding as at
31st March 2016
st
31 March 2016

4.78%

30

Outstanding
as at
31st March 2015

108,610,466

108,610,466

6b) There have been no defaults in repayment of any of the loans or interest thereon during the year.
7.

DEFERRED TAX LIABILITIES (NET)

Particulars
Deferred Tax Liabilities
Fixed Assets : Impact of difference between tax depreciation and
depreciation & amortization charged for the financial reporting
Gross Deferred Tax Liabilities
Deferred Tax Assets
- Provision for doubtful debts
- Provison for Claims Receivable
- Leave encashment
- Gratuity
Gross Deferred Tax Assets
Net Deferred Tax Liabilities

As at
31st March 2016
`

As at
31st March 2015
`

29,020,616

26,465,114

29,020,616

26,465,114

(5,182,441)
(244,776)
(2,492,008)
(1,334,047)
(9,253,272)
19,767,344

(2,896,096)
(256,214)
(2,385,394)
(506,195)
(6,043,899)
20,421,215

91

8.

LONG TERM PROVISIONS

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

5,438,122
8,928,256

765,336
9,074,218

114,764,883

104,872,380

129,131,261

114,711,934

For employee benefits


Provision for Gratuity
Provision for Compensated Absence
Others
Derivative Liability
(to hedge financial risks against long term borrowing contract with ICICI bank for
buying vessels SSL Kochi and SSL Kutch)
TOTAL
8a)

Disclosure required as per AS-15 on "Employees Benefits" has been made in Note no. 32.

8b) Current portion of provision for Compensated Absence Liabilities is disclosed under Note no. 12 - 'Short-Term Provisions'.
9.

SHORT-TERM BORROWINGS

Particulars
Secured :Working Capital Loan From Banks
1)
Karur Vysya Bank FCNR Loan of $15,83,456,consists of working capital
facility. This loan is secured by hypothecation of current assets of the
company and Letter of Comfort from Transwold Holdings Ltd., Mauritius, the
Holding Company. Interest 6month Libor +285bps.
(Secured loan from bank consists of working capital facility. These loans
are secured by hypothecation of current assets including book debts of the
Group)
2)
Credit Suisse Securities (India) Private Ltd Bank FCNR Loan of $ 18,00,000
is secured by lien over mutual fund investments for value of Rs. 17.22 crore.
interest @ Libor (6months) + 250 bps
3)
Kotak Mahindra Bank Ltd FCNR Loan of $ 20,98,696 is secured by lien
over mutual fund investments for value of Rs.18.61 crore.interest @ Libor
(3months) + 298 bps
4)
Hdfc Bank working capital loan ,interest @10.65% p.a. repayable on
demand, are secured by first charge on all Book Debts and Current Assets
of the company and Corporate guarantee from the Holding company in
respect of loan availed by subsidary company.
TOTAL
10.

As at
31 March 2016
`

As at
31 March 2015
`

626,749,393

271,211,225

626,749,393

271,211,225

As at
31st March 2016
`

As at
31st March 2015
`

st

st

TRADE PAYABLES

Particulars
Sundry Creditors for Trade:Due to Micro and Small Enterprises
Due to Others
TOTAL

92

597,034

673,954

319,342,575

198,395,879

319,939,609

199,069,833

ANNUAL REPORT 2015-16

10a) The amount due to Micro and Small Enterprises as defined in the The Micro, Small and Medium Enterprises Development
Act, 2006 has been determined to the extent such parties have been identified on the basis of information collected by the
Management.
11.

OTHER CURRENT LIABILITIES


Particulars
Current Maturities of Long Term Borrowings (Note 6)
Current Maturities of Finance Lease (Note 6)
Interest accrued but not due on loans
Unclaimed Dividend
Advance From Customers
Unfinished Voyage income
Liability for Employee Benefits
Statutory Liabilities
Other Liabilities
TOTAL

As at
31st March 2016
`
204,672,705
22,627,453
1,495,580
2,125,134
3,301,800
62,914,222
29,147,781
27,430,903
183,389,810
537,105,388

As at
31st March 2015
`
156,422,231
3,088,613
2,467,856
13,346,661
65,717,148
16,292,254
6,070,839
61,015,111
324,420,713

(a)

There are no amounts due for payment to the Investor Education and Protection Fund under Section 124(5) of the
Companies Act, 2013 as at year end.

(b)

Unfinished Voyage income relates to unfinished voyage legs as at the balance sheet (Refer Note 2(d)(iii))

12.

SHORT TERM PROVISIONS


Particulars
For employee benefits
Gratuity
Compensated Absence
Others
Proposed Preference Dividend
Provision for tax on Preference Dividend
Proposed Equity Dividend
Provision for tax on Equity Dividend
TOTAL

As at
31st March 2016
`

As at
31st March 2015
`

4,436,046

4,120,353

1,933,970
28,544,793
5,811,048

9,500,000
1,934,010
28,544,793
5,811,048

40,725,857

49,910,204

Disclosures required as per AS - 15 on "Employees Benefits" has been made in Note no. 32.

93

94

13.

2,718,331

15,412,329

TOTAL TANGIBLE
ASSETS AS ON 31.03.2015

A)

1.

(1,247,443,049)

(10,685,040)

(1,247,443,049)

(10,685,040)

(822,944)

(45,675,000)

(128,160)

(90,860)

(123,855)

(2,473,722)

38,629,501

"Deductions/
Adjustments"

2,607,860,460

3,692,392,963

120,975

1,519,822

1,519,822

2,607,739,485

3,690,873,141

18,000

17,307,716

150,484,399

12,742,534

11,358,329

22,319,448

123,597,278

174,065,743

67,994,306

3,110,985,388

31.03.2016

As at

1,160,241,367

648,721,222

93,482

95,603

95,603

1,160,147,885

648,625,619

4,938

3,122,067

52,139,096

5,934,716

5,779,102

4,459,200

62,426,058

514,760,442

As at
01.04.2015

109,767,639

187,040,755

2,632

109,602

109,602

109,765,007

186,931,153

1,107

2,022,627

13,838,147

1,672,185

1,900,032

2,101,329

3,145,016

4,842,935

16,158,831

141,248,944

For the Year

(621,287,273)

(18,722,458)

(621,287,273)

(18,722,458)

(385,377)

(18,146,854)

(81,810)

(50,673)

(57,744)

"Deductions/
Adjustments/
Impairment"

Depreciation
As at

648,721,222

817,039,519

93,482

205,205

205,205

648,625,619

816,834,314

6,045

4,759,317

47,830,389

7,525,091

7,628,461

6,502,785

3,145,016

67,268,993

16,158,831

656,009,386

31.03.2016

1,959,139,238

2,875,353,444

25,372

1,314,617

1,314,617

1,959,113,866

2,874,038,827

11,955

12,548,399

102,654,010

5,217,443

3,729,868

15,816,663

120,452,262

106,796,750

51,835,475

2,454,976,002

31.03.2016

As at

(Amount in `)

1,959,139,238

27,493

25,372

25,372

1,959,113,866

13,062

12,290,262

85,541,008

5,745,081

4,827,144

16,258,078

104,754,214

1,729,685,017

As at
01.04.2015

Net Block

The company has exercised option under para 46A of Accounting standards-11, and accordingly foreign exchange gain to the tune of Rs.24,73,722 has adjusted in the cost of Container taken on
Finance lease.

Footnote:

617,364,503

3,237,939,006

2,607,860,460 1,095,217,543

120,975

1,398,847

1,398,847

617,364,503

TOTAL ( A + B ) AS ON 31.03.2015

TOTAL INTANGIBLE
ASSETS AS ON 31.03.2015

B)

120,975

120,975

3,237,818,031

2,607,739,485 1,093,818,696

1,190,897

TOTAL ( A + B ) AS ON 31.03.2016

TOTAL INTANGIBLE
ASSETS AS ON 31.03.2016

B)

COMPUTER SOFTWARE

INTANGIBLES

TOTAL TANGIBLE
ASSETS AS ON 31.03.2016

A)

MACHINERY

18,000

137,680,104

TRAILER (COMMERCIAL VEHICLE)

VEHICLES

58,479,295

11,679,797

COMPUTERS

842,943

10,606,246

1,726,025

20,717,278

126,071,000

6,885,471

67,994,306

827,910,428

Additions

FURNITURE & FIXTURES

167,180,272

2,244,445,459

As at
01.04.2015

Gross Block

OFFICE EQUIPMENTS

CONTAINERS ON FINANCE LEASE

CONTAINERS

DRY DOCK COMPONENT OF


FLEET

FLEET

TANGIBLES

DESCRIPTION

FIXED ASSETS

13.

9,445,215

137,680,104
5,967,114

TRAILER (COMMERCIAL VEHICLE)

TOTAL TANGIBLE
ASSETS AS ON 31.03.2014

A)

3,237,939,006
3,181,851,504

TOTAL ( A + B ) AS ON 31.03.2015

TOTAL ( A + B ) AS ON 31.03.2014

15,238,381

617,364,503

16,800

15,221,581

617,364,503

1,601,450

799,426

40,849,121

(1,247,443,049)

(2,039,802)

42,888,923

(1,247,443,049)

(85,149)

(41,402)

(1,247,316,498)

"Deductions/
Adjustments"

3,237,939,006

2,607,860,460

120,975

120,975

120,975

3,237,818,031

2,607,739,485

18,000

15,412,329

137,680,104

11,679,797

10,606,246

20,717,278

167,180,272

2,244,445,459

31.03.2015

As at

793,580,673

1,160,241,367

2,096,562

93,482

93,482

791,484,111

1,160,147,885

3,817

1,613,173

39,943,294

4,503,865

3,225,941

2,573,523

58,776,840

1,049,507,432

As at
01.04.2014

180,561,991

109,767,128

36,722

2,121

2,121

180,525,269

109,765,007

1,121

1,508,894

12,195,802

1,430,851

2,593,147

1,913,305

3,649,218

86,472,669

For the year

As at

648,625,619

4,938

3,122,067

52,139,096

5,934,716

5,779,102

4,459,200

62,426,058

514,760,442

31.03.2015

648,721,222

93,482

95,603

95,603

186,098,703 1,160,241,367

(621,287,273)

(2,039,802)

188,138,505 1,160,147,885

(621,287,273)

(39,986)

(27,628)

(621,219,659)

"Deductions/
Adjustments/
Impairment"

Depreciation/ Amortisation

2,077,697,639

1,959,139,238

27,493

25,372

25,372

2,077,670,146

1,959,113,866

13,062

12,290,262

85,541,008

5,745,081

4,827,144

16,258,078

104,754,214

1,729,685,017

31.03.2015

As at

(Amount in `)

2,077,697,639

27,493

27,493

2,077,670,146

14,183

4,353,941

97,736,810

5,574,482

6,666,028

17,412,245

108,403,432

1,837,509,025

As at
1.04.2014

Net Block

2.Out of the depreciation Rs. 6,62,666 is charged to Reserves and Surplus (Refer Note 4)

1. Exceptional items in Statement of Profit and Loss represent loss on sale of vessels Rs. 47,88,48,697 (net of Provision for Impairment recognised during the year ended March 31, 2014 Rs. 19,09,91,215)

Footnote:

2,143,977

TOTAL INTANGIBLE
ASSETS AS ON 31.03.2014

B)

120,975

TOTAL INTANGIBLE
ASSETS AS ON 31.03.2015

120,975

3,179,707,527

3,237,818,031

B)

COMPUTER SOFTWARE

INTANGIBLES

TOTAL TANGIBLE
ASSETS AS ON 31.03.2015

A)

MACHINERY

18,000

10,078,347

COMPUTERS

VEHICLES

9,891,969

772,912

19,985,768

FURNITURE & FIXTURES

OFFICE EQUIPMENTS

604,745,500

Additions

167,180,272

2,887,016,457

As at
01.04.2014

Gross Block

CONTAINERS

FLEET

TANGIBLES

DESCRIPTION

FIXED ASSETS (CONTD.)

ANNUAL REPORT 2015-16

95

14.

NON-CURRENT INVESTMENTS

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

150,000

150,000

514,360,090

285,130,480

514,510,090

285,280,480

TRADE INVESTMENTS:
In Equity Shares of Other Company - Unquoted, Fully Paid
Orient Express Ship Management Ltd.
(15,000 Equity Shares of Rs. 10/- each)
OTHER INVESTMENTS:
Mutual Funds (see details below (b))
TOTAL
a)

Investment has been valued considering the significant accounting policy no. (e) disclosed in note no. 2 to this
financial statement.

b)

Details of Mutual Fund Investments


As at 31st March 2016
Mutual Fund

Face
Value

Units

(Unquoted)
Axis-Liquid Fund-Direct Plan-Daily Dividend
1,000.00
28,635.64
Birla Sun Life-Govt Securities Funds -Long TermDividend Direct Plan Reinvestment
10.00
1,934,526
Birla Sun Life-Government Securities-Long TermGrowth
Birla Sun Life-Govt Securities Funds -Long TermHalf yearly Dividend Reinvestment**
10.00
1,521,502
Birla Sun Life-Govt Securities-Long Term-Dividend/
Regular Plan Reinvestment*
10.00
2,007,959
Birla Sun Life-Govt Securities-Long Term-Growth*
10.00
4,038
Birla Sun Life-Treasury Optimizer Plan-DirectGrowth*
100.00
Birla Sun Life-Treasury Optimizer Plan-Monthly
Dividend Direct-Plan Reinvestment*
100.00
212,949
Escort Liquid Direct Plan - Daily Dividend
10.00 1,866,001.36
HDFC-Gilt Fund-Long Term -Direct-Growth
HDFC-Gilt Fund-Long Term -Regular -Growth
HDFC-Gilt
Fund-Long
Term
-Dividend
Reinvestment.**
10.00
2,448,980
HDFC-Gilt Fund-Long Term Plan-Direct-Plan
Growth Option.***
10.00
888,418
ICICI Prudential-Long Term Gilt -Direct PlanDividend.
10.00
2,199,760
ICICI Prudential-Long Term Gilt -Direct-Growth*.
10.00
ICICI Prudential-Long Term Gilt
-Dividend
Reinvestment.**
10.00
1,780,779
ICICI Prudential-Long Term Gilt -Regular-Growth.
10.00

96

Cost

As at 31st March 2015


Units

Cost

361,194.25

15,000,000

501,614.60

20,167,296

118,202.12

20,000,000

893,534.00
358,631.18

25,000,000
10,000,000

428,349.91

20,033,097

446,074.15

21,014,317

28,644,898
21,233,361

15,847,506
21,831,331
162,339

22,399,633
25,734,025

26,945,142
25,000,000
28,095,716

22,289,657

ANNUAL REPORT 2015-16

As at 31st March 2016


Mutual Fund

Face
Value

INDIA BULL Liquid Fund Direct Daily Dividend


Reinvestment
INDIA BULL Ultra Short term Direct Daily Dividend
Reinvestment
Reliance-Gilt Securities Fund-Growth Plan-Growth.
Reliance-Gilt Securities Fund-Monthly -Dividend
Plan.***
Reliance-Gilt Securities Fund-Monthly Dividend
Reinvestment.**
Reliance-Liquid Fund Treasury Plan Direct Daily
Dividend Option
SBI-Magnum Gilt Fund Long Term-Direct-Growth*
SBI-Magnum Gilt Fund Long Term- Direct Plan
Dividend.
SBI-Magnum Gilt Fund Long Term-Regular-Growth
SBI-Magnum Gilt Fund Long Term- Dividend
Reinvestment.**
SBI-Treasury Advantage Fund - Direct Daily
Dividend Reinvestment.
Union KBC Liquid Fund - Direct Daily Dividend
Reinvestment.
UTI-Gilt Advantage Fund Ltp-Regular-Growth
UTI-Gilt Advantage Fund Long Term Plan- Direct
Dividend Reinvestment**
UTI-Short Term Income Fund-Institutional Option
Direct Monthly Dividend Plan.
UTI-Short Term Income Fund Institutional OptionDirect Plan-Growth.*
UTI-Liquid Cash Plan Institutional- Direct Plan Daily
Dividend Reinvestment.
UTI-Treasury Advantage Fund -Institutional Plan
Direct/Daily Dividend Reinvestment
(Quoted)*
Canara Robeco-Capital Preotection Oriented Fund
Series 3-Regular-Growth
Canara Robeco-Capital Preotection Oriented Fund
Series 4-Regular-Growth
Canara Robeco-Capital Preotection Oriented Fund
Series 6-Regular-Growth
TOTAL

Units

As at 31st March 2015

Cost

1,000.00

10,294.34

10,298,790

1,000.00
10.00

5,134.50

5,156,842

10.00

972,566

10,864,826

10.00

4,938,991

51,370,288

1,000.00
10.00

6,804.72

10,402,646

10.00
10.00

4,951,438

10.00

2,541,390

32,245,411

1,000.00

10,516.28

10,300,913

1,000.00
10.00

5,186.38

5,189,758

10.00

1,233,006

24,092,326

10.00

2,091,962

22,254,497

Units

Cost

2,684,674.00

47,657,557

678,166.10

20,000,000

1,008,583.13

30,487,978

765,623.26

23,270,235

1,210,793.01

20,000,000

64,720,654

10.00
1,000.00

1,345.86

1,371,102

1,000.00

10,384.19

10,408,629

10.00

999,990

10,000,000

999,990.00

10,000,000

10.00

249,990

2,500,000

249,990.00

2,500,000

10.00

499,980

4,999,800
514,360,090

285,130,480

* EXIM Bank FCNR Loan (under Long Term Borrowings) is secured by lien over mutual fund investments for value of
Rs. 11.04 crore.
** Credit Suisse Securities (India) Private Ltd Bank FCNR Loan of $ 18,00,000 (under Long Term Borrowings) is secured
by lien over mutual fund investments for value of Rs. 17.22 crore.
*** Kotak Mahindra Bank Ltd FCNR Loan of $ 20,98,696 (under Long Term Borrowings) is secured by lien over mutual fund
investments for value of Rs. 18.61crore.
i) Total Quoted Investments

- at cost - Rs. 1,74,99,800 (previous year: Rs. 1,25,00,000)


- at market value - Rs. 1,88,58,830 (previous year: Rs. 1,31,84,793)

ii) Total Unquoted Investments

- at cost - Rs. 49,70,10,290 (previous year: Rs. 27,27,80,480)

97

15.

OTHER NON-CURRENT ASSETS


Particulars

As at
31st March 2016
`

As at
31st March 2015
`

150,781,915

104,488,640

Unsecured considered good, unless otherwise stated


Advance Income Tax (Net of provision)
Minimum Alternate Tax Credit Entitlements
Unamortized Loan Processing charges

1,792,488

1,106,727

17,011,739

13,325,786

Prepaid Expenses
Bank Fixed Deposits with original maturity of more than 12 months*

9,396,973

46,289,622

59,066,066

Others**
TOTAL

1,657,781

420,279

226,930,518

178,407,498

* Bank fixed deposits include deposits on lien with ICICI Bank Rs. 1,90,18,404 (previous year: Rs. 1,90,18,404) &
Rs.1,34,13,172 with EXIM Bank towards debt service coverage (previous year: Rs 1,25,00,000), Rs.Nil with Tariff Manager
Kandla Port Trust (previous year: Rs. 55,196), Rs. 49,00,000 towards CSR activities with Karur Vasya Bank (previous year:
7,62,000),Deposit includes Deposit with Custom Rs.24,99,775/- (March, 31, 2015 :Rs.23,14,666/-),Security Deposit with
others Rs.53,60,766/- ( March 31, 2015: Rs.2,37,05,825/-).
** Others include amount with Port Trust of India Rs. 50,000/- (previous year: Rs. 50,000/- )
16.

CURRENT INVESTMENTS

Particulars

As at
31st March 2016
`

As at
31st March 2015
`

141,133,724

42,029,575

(286,050)

(68,996)

140,847,674

41,960,579

Mutual Fund ( Unquoted)


Less : Provision for diminution in value of investments
TOTAL
As at 31st March 2016
Mutual Fund

Face
Value
`

As at 31st March 2015


Cost

Cost
Units

Units

Mutual Fund ( Unquoted)


Axis-Liquid Fund-Direct Plan-Daily Dividend

1,000.00

749.32

749,563

Axis-Liquid Fund-Direct Plan-Growth


Axis-Treasury Advantage Fund Daily Dividend

1,000.00

10,035.40

10,073,555

Axis-Treasury Advantage Fund Direct Plan Daily


Dividend

1,000.00

14,524.56

14,591,759

Canara Robeco-Indigo Fund - Regular -Direct-Qtrly


Dividend

10.00

64,302.67

750,000

Escort Liquid Direct Plan - Daily Dividend

10.00

57,439.96

791,974

HDFC Banking & PSU Debt Fund- Direct


Reinvestment

10.00 2,504,417.72

25,410,760

ICICI Prudential-Ultra Short Term -Direct Daily


Dividend

10.00 1,080,109.11

10,916,015

IDFC Super Saver Income Fund Short Term- Direct


Monthly Dividend Reinvestment

10.00

10,233,513

98

996,588.94

11,305

17,500,000

64,303

750,000

ANNUAL REPORT 2015-16

As at 31st March 2016


Face
Value
`

Mutual Fund

As at 31st March 2015

Cost

Cost

Units

Units
`

INDIA BULL Liquid Fund Direct Daily Dividend


Reinvestment

1,000.00

274.32

274,437

INDIA BULL Ultra Short term Direct Daily Dividend


Reinvestment

1,000.00

8,297.57

8,333,665

Mirae Asset Ultra Short Term Bond Fund Direct


Daily Dividend Reinvestment

1,000.00

4,100.24

5,011,836

10.00 2,092,542.44

21,134,679

Reliance-Banking & PSU Debt Fund- Direct Weekly


Dividend Plan
Reliance-Liquid Fund Treasury Plan Direct Daily
Dividend Option
Reliance-Money Manager Fund-Growth PlanGrowth
Religare Invesco India Medium Term Bond Fund Direct Plan Daily Dividend

1,000.00

180.50

275,934

10.00
1,000.00

5,008.49

730,669

5,021,605

SBI-Premier Liquid Fund-Direct-Daily Dividend

10.00

0.71

710

SBI-Premier Liquid Fund-Direct-Growth

10.00

210

442,767

747,387

10,245,261

12,326

12,360,168

SBI-Treasury Advantage Fund - Direct Daily


Dividend Reinvestment.

1,000.00

289.23

292,637

Union KBC Liquid Fund - Direct Daily Dividend


Reinvestment.

1,000.00

134.20

134,285

UTI-Liquid Cash Plan Institutional- Direct Plan Daily


Dividend Reinvestment.

1,000.00

82.75

85,292

UTI-Treasury Advantage Fund -Institutional Plan


Direct/Daily Dividend Reinvestment

1,000.00

294.08

294,775

10.00 1,975,351.04

20,000,000

UTI-Banking & PSU Debt Fund- Direct Plan


Monthly Dividend Reinvestment.
Escorts Mutual Fund
Reliane-Liquid Fund

1,000
TOTAL

17.

392

5,007.85

6,757,440
141,133,724

42,029,575

a)

Investment has been valued considering the significant accounting policy disclosed in note no. 2(e) to this financial
statement.

b)

Total Unquoted Investments - at cost - Rs. 14,11,33,724 (previous year: Rs. 4,20,29,575)

INVENTORIES
Particulars

As at
31st March 2016
`

As at
31st March 2015
`

102,856,351

81,111,741

(At lower of Cost or Net Realizable Value)


Lube Oils and Fuel Oil
Victualling Stock
TOTAL

1,669,043

1,450,513

104,525,394

82,562,254

99

18.

TRADE RECEIVABLES
Particulars
Unsecured
Outstanding for a period exceeding six months from the date they are due
for payment:
Considered good
Considered doubtful
Others:
Considered good
Considered doubtful
Less: Provision for doubtful debts
TOTAL

19.

As at
31st March 2016
`

As at
31st March 2015
`

14,322,918
18,032,017

9,118,832
8,883,139

1,137,510,353
(18,032,017)
1,151,833,271

819,801,985
(8,883,139)
828,920,817

As at
31st March 2016
`

As at
31st March 2015
`

992,811

1,577,677

50,395,704
8,910,847
59,306,551

124,140,182
137,115,597
261,255,779

2,125,134
6,361,725
3,166,130
71,952,351

2,467,856

CASH AND BANK BALANCES


Particulars
Cash and Cash Equivalents
Cash on Hand
Balances with Banks
In current accounts

In deposit accounts
Other bank balances
Unclaimed dividend accounts
Fixed Deposits with Banks held against Performance Bank Guarantee
Call & Short Term Deposits
TOTAL

265,301,312

Call and Short term deposits Include Deposit of Rs.25,59,973/- towards amount earmarked for CSR Activities (March 31,
2015: Rs.9,00,000/-)
20.

SHORT-TERM LOANS AND ADVANCES


Particulars
Unsecured
To related parties
- Considered good
- Considered doubtful
Less: Allowance for doubtful loans and advances
Others
- Considered good
- Considered doubtful
Less: Provision for Doubtful Advances
TOTAL

100

As at
31st March 2016
`

As at
31st March 2015
`

21,870,631
-

28,650,176
-

78,091,869
78,091,869
78,091,869
99,962,500

32,305,169
32,305,169
32,305,169
60,955,345

ANNUAL REPORT 2015-16

21.

OTHER CURRENT ASSETS


Particulars
Claims Receivable
Considered Good
Considered doubtful
Less: Provision for doubtful Claims Receivable
Prepaid Expenses
Interest accrued and not due on fixed deposits with banks
Income accrued
Unfinished Voyages Expenses*
Unamortized Loan Processing charges**
Incomplete Trip Expenses
Unamortized Dry Dock Expenditure
Gratuity Fund with Life Insurance Corporation
Duty Credit under Served from India Scheme
Others***
TOTAL

As at
31st March 2016
`

As at
31st March 2015
`

5,400,358
5,400,358
9,246,038
1,902,260
70,415,911
7,401,704
4,110,641
18,663,981
98,961
54,900,451
8,097,448
180,237,753

2,899,141
740,333
(740,333)
2,899,141
12,790,270
259,423.00
20,031,191
13,982,423
2,478,500
23,761,348
36,266,991
14,204,899
126,674,186

* Expense relates to expenses of unfinished legs as at the balance sheet date (refer Note 2(d)(iii))
** Loan processing charges which are getting amortised over the tenure of the loan.(refer Note 2(j))
*** Others include CENVAT Credit available for utilisation Rs. 53,64,854/- (previous year : Rs.,117,98,673/-)
22.

REVENUE FROM OPERATIONS


Particulars
Domestic Service Income
Ocean Freight Income
Regional Freight Income
Freight Forwarding / Clearing Income
Trailer Income
Rail Domestic Income
Charter Hire Income
Non Liner Income
Duty Credit under Served from India Scheme
TOTAL

23.

Year Ended
31-Mar-2016
`
3,344,705,179
1,443,582,515
811,067,148
177,759,933
107,079,918
18,728,593
738,601
52,001,036
5,955,662,923

Year Ended
31-Mar-2015
`
2,823,870,289
1,459,141,434
703,896,779
237,725,565
160,467,637
40,782,749
30,223,040
2,725,972
5,458,833,465

Year Ended
31-Mar-2016
`
5,662,499
1,197,710
8,416,825
35,356,364
500,406
62,063
51,195,867

Year Ended
31-Mar-2015
`
6,062,431
1,940,054
2,382,650
5,224,776
2,636,292
2,048,122
71,626
20,365,951

OTHER INCOME
Particulars
Interest Income On Deposits With Banks
Interest Income On Income Tax Refund
Dividend From Mutual Fund Investments (Current - Non-Trade)
Profit On Sale Of Mutual Fund Investments (Current - Non-Trade)
Liabilities/Provisions For Expenses No Longer Required Written Back
Exchange Difference
Other Miscellaneous Income
TOTAL

101

24.

OPERATION COST
Particulars
Insurance and Protection Club Fee
Freight Forwarding / clearing Expenses
Transportation Expenses
Terminal Handling Charges Domestic
Trailer Expenses
Terminal Handling Charges Liner
Container Lease Rent
Port and Marine Dues
Rake Expenses
Other Liner Expenses
Other Domestic Expenses
Stores and Spares Consumed
Vessel Management and Agency Fees
Agency Fees
Container/Cargo Insurance
Sundry Expenses
Crew Victualling
Repairs and Maintenance to Fleet
Brokerage / Commission
Rates & Taxes
Godown Rent
Charter Hire and Ocean Freight Charges
TOTAL

25.

Year Ended
31-Mar-2016
`
47,004,519
149,994,594
539,735,469
579,364,735
151,999,461
310,623,552
238,744,908
668,118,770
8,009
61,600,941
127,075,296
140,444,270
71,089,816
19,178,593
24,829,367
20,256,611
33,731,445
336,150
2,114,420
5,984,814
336,715,809
3,528,951,549

Year Ended
31-Mar-2015
`
37,221,435
191,483,414
473,908,444
434,924,781
215,448,121
210,913,565
170,599,350
359,179,748
37,107,672
76,573,394
62,043,008
88,455,559
49,527,143
14,068,417
7,603,809
16,293,303
13,709,976
18,208,672
854,701
1,285,097
205,200
286,026,628
2,765,641,437

Year Ended
31-Mar-2016
`

Year Ended
31-Mar-2015
`

FUEL, LUBE OIL AND FRESH WATER COST


Particulars
Cost of Fuel,Lube oil and Fresh water consumed (net of duty free import license)

954,745,573

984,767,083

25(A) DETAILS OF FUEL ETC. CONSUMED


Year Ended
31-Mar-2016
`

Particulars
Fuel Oil
Fuel oil consumption
Gas oil consumption
Lube Oil
Lube Oil consumption
Fresh water
TOTAL
26.

Year Ended
31-Mar-2015
`

680,642,067
179,508,488

740,129,767
185,956,510

86,171,838
8,423,180
954,745,573

52,929,761
5,751,045
984,767,083

EMPLOYEE BENEFIT EXPENSES


Particulars
Floating staff
Salaries, Wages & Other Allowances for Floating Staff
Contribution to Provident Fund for Floating Staff (Refer Note No. 32)
Staff Welfare for Floating Staff
Shore Staff
Salaries and Bonus
Contribution to Provident Fund and Gratuity (Refer Note No. 32)
Staff Welfare
TOTAL

102

Year Ended
31-Mar-2016
`

Year Ended
31-Mar-2015
`

308,591,402
3,648,331
1,707,204

208,422,074
2,180,342
1,932,777

185,064,262
12,368,145
8,378,953
519,758,297

134,440,826
8,887,992
12,128,312
367,992,323

ANNUAL REPORT 2015-16

27.

FINANCE COST
Particulars
Interest Expenses
Loan Processing Charges*
TOTAL

Year Ended
31-Mar-2016
`
117,573,145
4,274,411
121,847,556

Year Ended
31-Mar-2015
`
99,537,335
4,086,013
103,623,348

Year Ended
31-Mar-2016
`

Year Ended
31-Mar-2015
`
1,310,265
6,972,997
(815,733)

* Loan Processing Charges represent amortized portion relatable to respective year


28.

OTHER EXPENSES
Particulars
Bad Debts/Claims/Doubtful Advances Written Off
Add: Provision For Doubtful Debts
Less: Reversal of Provision for Doubtful Debts no longer required
Professional & Consultancy Fees
Travelling and Conveyance
Rent
Repairs and Maintenance - others
Communication Expenses
Auditors Remuneration (Refer note below)
Vehicle Lease rent (Refer Note 39)
Advertisement and Business Promotion
Rates & Taxes
Insurance Expenses
Director's Sitting fees
Donations
CSR Expenditure
Gifts & Presents
Loss On Sale / Restatement Of Mutual Fund Investments
Loss On Sale/Discard Of Assets
Exchange Difference (Net)
Other Expenses
TOTAL

9,148,878
9,148,878
45,529,286
17,257,999
19,409,036
8,939,147
4,708,832
6,205,133
4,997,761
9,105,932
1,336,582
2,090,973
4,490,421
10,000
217,054
3,013,967
19,819,371
22,779,278
179,059,650

7,467,529
21,836,342
17,258,961
17,437,906
6,461,510
5,352,966
5,828,948
4,668,729
2,136,544
555,023
908,312
3,659,460
100,000
233,972
25,133
21,447
23,924,010
117,876,792

28(A) AUDITORS REMUNERATION


Particulars
As Auditors (including Service Tax & Including Quarterly Review )
In other capacity (including Service Tax)
Tax Audit Fees
Fees for Certification and Others
Tax Assistance Service
Reimbursement of expenses
TOTAL
29

Year Ended
31-Mar-2016
`
4,692,827

Year Ended
31-Mar-2015
`
4,381,933

348,903
796,125
50,000
317,278
6,205,133

312,016
1,011,158
123,841
5,828,948

Basis of Consolidation
(a)

The financial statements of the Subsidiary Companies in the consolidation are drawn up to the same reporting date
as of the Company for the purpose of consolidation.

103

(b)

The consolidated financial statements have been prepared in accordance with the Accounting Standard (AS) 21 Consolidated Financial Statements' and generally accepted accounting principles.

(c)

Principles of consolidation:
The consolidated financial statements have been prepared as per the following principles:

(d)

i)

The financial statements of the Company and its subsidiaries are combined on a line by line basis by adding
together of the like items of assets, liabilities, income and expenses after eliminating intragroup balances, intragroup transactions, unrealized profits or losses and minority interest have been separately disclosed.

ii)

The consolidated financial statements are prepared using uniform accounting policies for like transactions
and other events in similar circumstances and are presented to the extent possible, in the same manner as the
Company's separate financial statements except as otherwise stated in the notes to the accounts.

Consolidation Summary:
Net Assets (Total Assets-Total
Liabilities)

Entity
A) Parent Company:
B) Subsidiaries:
- Indian Company
- Foreign Company
C) Minority interest in all subsidiaries:
- Indian Company
- Foreign Company
TOTAL
30

Share in Profit or Loss

%
90.44%

Amount
2,267,617,878

%
98.25%

Amount
483,279,559

4.76%
-

119,387,849
-

1.13%
-

5,564,920
-

4.80%
100%

120,335,939
2,507,341,666

0.62%
100%

3,063,761
491,908,241

Prior Year Adjustments:


a)

Restatement of Financial Statements


SEBI had vide its letter dated 12th December 2014 directed the Holding Company to resubmit the financial results for
the year ended March 31, 2013 and March 31, 2014 on proforma basis giving effect to the audit qualifications for the
respective years .Effect of restatement of audit qualifications amounted to Rs 6,21,39,370 which had been disclosed
as prior period expenditure for the year ended March 31, 2015.

31.

DETAILS OF SHARES HELD IN SUBSIDIARY


No. of Equity share held
Name of the Company

As At
31st March 2016

Shreyas Relay Systems Ltd. -SRSL


SRS Freight Management Ltd - Equity*
SRS Freight Management Ltd - 8%
Optionally-Convertible, Cumulative,
Redeemable Preference Shares*

As At
31st March 2015

Holding %
As At
31st March 2016

As At
31st March 2015

3,500,000

3,500,000

100%

100%

36,040

10,450

51.17%

51.10%

25,600

51.20%

* Investment held by Shreyas Relay Systems Ltd


32

EMPLOYEE BENEFITS
(A)

Gratuity

(a)

Description of the Gratuity Plan:


The Group provides for gratuity a defined benefit retirement plan covering eligible employees. Gratuity plan provides
for a lump sum payment to employees on retirement, death, incapacitation, termination of employment, of amounts
that are based on salaries and tenure of the employees.

104

ANNUAL REPORT 2015-16

(b)

Amount recognized in the Balance Sheet and movements in net liability:


2015-16
`

Particulars
Present Value of Funded Obligations
Fair Value of Plan Assets

24,616,252

19,594,186

(19,281,418)

(18,832,255)

4,327

3,405

5,339,161

765,336

Amount not Recognized as an Asset (limit in Para 59(b))


Net Liability / (Asset) recognized in the Balance Sheet

2014-15
`

Gratuity liability is funded with Life Insurance Corporation of India (LIC) and the above net asset represents the
excess between the fair value of Gratuity funds with LIC and the liability as per actuarial valuation This is available for
future adjustment and considered recoverable.
The fair value of the plan assets does not include the Groups own financial instruments
Refer Note no 8 ( Long Term Provisions) & Note no 21 ( Other Current Assets)
(c)

Expenses recognized in the Statement of Profit & Loss


2015-16
`

Particulars
Current Service Cost

2014-15
`

1,724,368

Interest on Defined Benefit Obligation


Expected Return on Plan Assets
Transworld Saudi Arabia
Past Service Cost
Effect of the limit in Para 59(b)
TOTAL

1,669,900

1,488,028

1,474,320

(1,311,608)

(1,267,804)

2,893,837

460,722

922

3,405

4,795,547

2,340,543

2015-16
`
19,594,186
1,724,368
1,488,028
3,111,553
(567,808)
(734,075)
24,616,252

2014-15
`
16,477,471
1,669,900
1,474,320
721,929
(505,783)
(243,651)
19,594,186

*The Actual Return on Plan Assets is Rs.15,20,593 (Previous Year Rs. 14,29,011).
(d)

Reconciliation of Benefit Obligation & Plan assets for the Period

Change in Defined Benefit Obligation


Particulars
Opening Defined Benefit Obligation
Current Service Cost
Interest Cost
Actuarial Losses / (Gain)
Past Service Cost
Actuarial Losses / (Gain) due to Curtailment
Liabilities Extinguished on Settlements
Liabilities Assumed on Acquisition / (Settled on Divestiture)
Exchange Difference on Foreign Plans
Benefits Paid
Closing Defined Benefit Obligation
Change in Fair Value of Assets

105

2015-16
`
18,832,255
1,311,608
217,716
221,722
(567,808)
(734,075)
19,281,418

2014-15
`
17,104,341
1,267,804
261,207
948,337
(505,783)
-243,651
18,832,255

5,500,000

2,300,000

2015-16
Projected Unit
Credit
7.60% p.a
7.50% p.a

2012-13
Projected Unit
Credit
8.80% p.a
7.50% p.a

7.00% p.a
5.00%p.a
5.00%p.a
Indian Assured
Lives (2006-08)
58 Yrs

7.00% p.a
5.00% p.a
8.00% p.a
Indian Assured
Lives (2006-08)
58 Yrs

Particulars
Opening Fair Value of Plan Assets
Expected Return on Plan Assets
Actuarial Gain / ( Losses )
Assets Distributed on Settlements
Contributions by Employer
Assets Acquired on Acquisition / ( Distributed on Divestiture)
Exchange Difference on Foreign Plans
Benefits Paid
Amount not recognized as per asset (Limit para 59(b) )
Closing Fair Value of Plan Assets
Expected Employer's Contribution Next Year
(e)

Actuarial Assumptions at the Valuation date

Particulars
Valuation Method
Discount Rate
Expected Rate of Return on Plan Assets*
Salary Escalation Rate
Shreyas Shipping and Logistics Limited
Shreyas Relay Systems Limited
SRS Freight Management Limited
Mortality in Service
Retirement Age

*This is based on expectation of the average long term rate of return expected on investments of the Fund during the
estimated term of the obligations.
(f)

Descriptions of the Plan Assets


Category of Assets

2015-16

Government of India Securities

Corporate Bonds

Special Deposit Scheme


Insurer Managed Funds
Others
GRAND TOTAL
(g)

100%

100%

100%

100%

Experience Adjustments
Particulars

2015-16

Defined Benefit Obligation

24,616,252

19,594,186

16,477,471

14,602,176

11,639,784

Plan Assets

19,281,418

18,832,255

17,104,341

14,484,242

11,137,316

Surplus / (Deficit)

(5,334,834)

(761,931)

626,870

(118,204)

-502,468

2,873,622

64,034

573,076

927,777

2,365,444

217,716

261,207

323,680

(258,333)

(1,011,678)

Exp. Adj. on Plan Liabilities


Exp. Adj. on Plan Assets

106

2014-15

2014-2015

2013-2014

2012-2013

2011-2012

ANNUAL REPORT 2015-16

(B)

Compensated Absences for Employees


The Group permits encashment of privileged leave accumulated by their employees on retirement, separation and
during the course of service. The liability for unexpired leave is determined and provided on the basis of actuarial
valuation at the Balance Sheet date. The privileged leave liability is not funded.
(a)

Actuarial Assumptions at the Valuation date


Particulars

(b)

2015-16

2014-15

Discount Rate

7.60% p.a

8.80% p.a

Salary Escalation Rate SRSL

5.00%p.a

5.00% p.a

Salary Escalation Rate SSLL

7.00% p.a

5%** - 7% p.a

As At
31st March 2016
`

As At
31st March 2015
`

13,194,571

11,996,786

Current liability (Refer Note 12)

4,436,046

4,120,353

Non-current liability (Refer Note 8)

8,928,256

9,074,218

Movement in Net Liability (X-Y)

(169,731)

(1,197,785)

Year Ended
31st March 2016
`

Year Ended
31st March 2015
`

Contribution to Seaman's Provident Fund - Floating Staff (Note 26)

3,648,331

2,180,342

Contribution to Provident Fund - Shore Staff (Note 26)

6,618,240

5,885,461

Amount recognized in Balance Sheet & movements in net liability:

Particulars
Opening balance of present value of Compensated Absences
{after adjustment of Opening Valuation} (X)
Closing balance of present value of Compensated Absences (Y)

(c)

Payments made under defined contribution schemes:

Particulars

33

Foreign Currency Exposures outstanding at the Balance Sheet date:


Category: Currency Swap Contract of Rupee Loan from ICICI Bank Ltd of Rs 47,75,00,000 (USD 86,00,093)
Purpose: In order to hedge the Groups future foreign currency earnings against the volatility in foreign exchange rates.
Foreign Currency exposures not hedged by derivative instrument or otherwise:.
Particulars
a)
b)

Receivables
Payables

As At
31st March 2016

As At
31st March 2015

USD

4,198,654

3,024,784

GBP

254

Currencies

DHS

244,936

56,613

EURO

41,600

12,425

SGD

4,829

10,004

USD

1,599,675

717,221

YEN

9,146,458

8,446,004

SLR

1,784,719

DKK

57,058

PKR

3,215,068

107

Particulars
c)
d)
e)

FCNR Loan taken from Bank


Finance Lease Liablilty
Balances with collection agents

f)

Advance with Agents & Vendors

Currencies
USD
USD
USD
SLR
YEN
EURO
USD
NOK
POUND
SLR
PKR

As At
31 March 2016
18,500,886
1,611,431
151,683
269,060
3,548
8,201
11,198

As At
31 March 2015
9,166,685

2,982,320

4,558
21,670,852

st

st

24,000
5,795

34.

The notional loss as on March 31, 2016 amounts to Rs. 11,47,64,883 (March 31, 2015: Rs. 10,48,72,380), on fair valuation
of cross currency interest rate swap has been taken to the Hedging Reserve account.

35.

CAPITAL AND OTHER COMMITMENTS


Particulars
Estimated amount of contracts remaining to be executed on capital account and
others not provided for

36.

As At
31st March 2015

As At
31st March 2016
1,452,667

As At
31st March 2015
2,560,467

30,597,784

30,597,784

441,889

441,889

6,148,800

69,540,776

39,290,747
20,600,000
1,127,893

CONTINGENT LIABILITIES
Particulars
Claims against the Group not acknowledged as debts.
Claim from ONGC for expenses incurred by it in connection with recovery and
allied activities in respect of OEL Vision in distress during July 2006 (Recoverable
from Insurance company).
On account of disputes in respect to sales tax/VAT
Redemption premium attributable to Minority ( to the extent not earmarked from
Securities Premium)
Matters related to Service Tax
Matters related to Customs Duty
Income Tax Demand for the Assessment Year 2012-13

37

As At
31st March 2016

SEGMENT REPORTING
a)

The Group operates in three business segments viz. Shipping, Logistics and Freight Forwarding . Shipping
comprises Charter hire, Logistics includes Feeder, Domestic and Liner business. Freight Forwarding includes sea
and air services of SRS Freight Management Limited.

Particulars
Revenue by Segment
Shipping
Logistics (Shipping part)
Freight Forwarding
Others
Total Revenue
Less : Intersegment Revenue
Total

108

Year Ended
31st March 2016
`

Year Ended
31st March 2015
`

18,728,593
7,327,460,117
179,628,934
52,739,637
7,578,557,281
1,622,894,358
5,955,662,923

30,223,040
6,627,988,081
237,725,565
2,725,972
6,898,662,658
1,439,829,193
5,458,833,465

ANNUAL REPORT 2015-16

Particulars
Segment Results
Shipping
Logistics (Shipping part)
Freight Forwarding
Others
Total
Add: Other Income
Less: i) Interest & Finance Charges
ii) Unallocated Expenditure
iii) Exceptional Item
iv) Prior Year Adjustments
Profit Before Tax
Segment Depreciation
Shipping
Logistics (Shipping part)
Freight Forwarding
Others
Total
b)

Year Ended
31st March 2015
`

5,293,825
521,981,669
26,031,324
52,619,653
605,926,471
31,376,495
121,847,556
1,050,950
514,404,459

2,082,091
1,100,034,637
9,215,430
2,119,210
1,113,451,368
20,365,951
103,623,348
287,857,482
68,458,636
673,877,853

1,530,721
182,828,930
212,633
2,468,471
187,040,755

3,150,297
103,334,903
197,786
2,421,476
109,104,462

Year Ended
31st March 2016
`
5,147,109,788
808,553,135
5,955,662,923

Year Ended
31st March 2015
`
4,501,837,907
956,995,558
5,458,833,465

Geographical Segment (Based on primary location of customers)


Particulars
In India
Rest of World
Total Revenue

c)

Year Ended
31st March 2016
`

Segment Capital Employed


Fixed Assets used in the companys business or liabilities contracted have not been identified to any of the reportable
segments, as the fixed assets and services are used interchangeably between segments. Accordingly, no disclosure
relating to individual segment assets and liabilities has been made. However Depreciation has been allocated
amongst segments based on best estimates of usage of fixed assets in the respective segments during the year.

38

RELATED PARTY TRANSACTIONS (Refer Annexure 1)

39

ACCOUNTING FOR LEASE


The Company has taken Containers on Cancellable Operating Lease and the lease rental of Rs. 23,87,44,908/- ( 2014-15
: Rs. 17,05,99,350/-) is charged to the Statement of Profit and Loss.
b) The Company has taken 1000 Containers on Finance lease for a period of 5 years. The company has the option to buy
containers at the end of 5 years. Hence the same is considered as finance lease as per lease agreement.
Obligations towards Minimum Lease payments as on 31st March 2016:

Particulars
Not later than one year
Later than one year but not later than five years
Later than five years

Year Ended
31st March 2016
`
27,325,814
93,363,196
-

Year Ended
31st March 2015
`
-

109

Present value of future minimum lease payments in respect of finance lease period are as follow :
Year Ended
31st March 2016
`
22,627,453
85,983,013
-

Particulars
Not later than one year
Later than one year but not later than five years
Later than five years

Year Ended
31st March 2015
`
-

Finance charges payable for the future lease payments is Rs. 12,078,544/The Company has taken Vehicles on Cancellable Operating Lease and the lease rental of Rs. 49,97,671/- (2014-15 :
Rs.46,68,729/-) is charged to the statement of Profit and Loss.
The Company has taken Office Premises on Cancellable Operating Lease and the lease rental of Rs. 1,94,09,036 ( 2014-15
Rs. 1,74,37,906) is charged to the statement of Profit and Loss.
The minimum future lease rentals payable in respect of non-cancellable lease period are as follow :
Year Ended
31st March 2016
`
9,563,051
28,010,255
-

Year Ended
31st March 2015
`
1,030,000
357,500
-

Year Ended
31st March 2016
`
491,908,241

Year Ended
31st March 2015
`
613,837,778

11,433,977

11,434,010

480,474,264

602,403,768

235,167

C
D

21,957,533
10

21,957,533
10

21.88
21.88

27.42
27.42

Particulars
Not later than one year
Later than one year but not later than five years
Later than five years
40

WORKING FOR EARNINGS PER SHARE


Particulars
Profit/(Loss) after Tax (Amount in Rs.)
Add/(Less) : Preference Dividend (including Dividend Distribution Tax)
(Amount in Rs.)
Adjusted net profit for the year (Amount in Rs.)
Optionally Convertible Cumulative Redeemable Preference share
dividend attributable to Outsiders*
Weighted average number of Equity shares outstanding (in nos.)
Nominal value Per Share (Amount in Rs.)
Earnings Per Share
Basic
Diluted

(A-B)/C
(A-B)/C

*Relating to minority portion of dividend not declared on preference shares issued by SRSFML on account of accumulated
losses.
41

Presentation of Minimum Alternative Tax (MAT) credit as prescribed by ICAI Guidance Note on " Accounting for credit
available in respect of Minimum Alternative Tax under Income -tax Act,1961 is as under

Particulars
Current Tax *
Less: MAT Credit Entitlement availed
Net Current Tax
* Current Tax calculated as per Normal Provision of Income Tax Act, 1961.
The asset "Minimum Alternative Tax" is disclosed under " Other non-current assets"

110

Year Ended
31st March 2016
`
21,063,638
685,761
20,377,877

Year Ended
31st March 2015
`
55,982,659
3,746,968
52,235,691

ANNUAL REPORT 2015-16

42

CHANGE IN ACCOUNTING POLICY:


i) As required by Note 4(a) of Schedule II and the Guidance Note on Accounting for Depreciation in Companies in the
Context of Schedule II to the Companies Act, the Holding Company has treated 'Dry Dock and Special Survey expenditure'
as a Separate Component of fleet to be depreciated over the useful life as against the practice of charging off to statement
of profit and loss on occurence.Had the earlier practices been followed. a) Dry Dock expenses would have been higher by
Rs 679.94 Lacs b) Depreciation would have been lower by Rs 161.59 Lacs c) Fixed Assets would have been lower by Rs
518.35 Lacs & d) Profit for the year would have been lower by Rs 518.35 Lacs.
ii) The Freight income was earlier recognized on completion of the voyage leg. To fall in line with the requirements of
IND-AS, which becomes applicable to this Company with effect from 1st April 2017, the Holding Company has changed
its Accounting policy in this regard to recognise revenue based on percentage of completion considering voyage days as
the basis. In view of this the Revenue for the year is more by Rs 246.77 Lacs, expenses for the year are more by Rs 117.50
Lacs and Profit for the year is higher by Rs 129.27 Lacs (with consequential effect on unfinished voyage Income & expense
in current liabilities & current assets)
iii) During the year, the Subsidiary company has segregated its billing for domestic services(except end to end logistic
services) between sea freight and road transportation income where the services are provided together. As a consequence,
the recognition of revenue is such cases has been changed in respect of sea freight, to recognise income once the ship
moves out of place of loading as in the case of other sea freight offered as individual service. This used to be recognised
till previous year on the completion of entire service i.e. both sea and road legs.However this has no material impact in the
consolidated financial statements.

43

PRIOR PERIOD COMPARATIVES


Prior year figures have been reclassified / regrouped wherever necessary to conform to the current years classification.

As per our report of even date

FOR AND ON BEHALF OF THE BOARD

FOR PKF SRIDHAR & SANTHANAM LLP


Chartered Accountants
Firm Regn No. 003990S/S 200018

S. Ramakrishnan
Chairman & Managing Director
(DIN: 00057637)

V. Ramnarayan
Executive Director
(DIN: 00057717)

S. Ramakrishnan
Partner
Membership No. 18967

Amitabha Ghosh
Director
(DIN: 00055962)

Rajesh Desai
Chief Financial Officer

Place : Mumbai
Date : May 26, 2016

Namrata Malushte
Company Secretary
Place : Mumbai
Date : May 26, 2016

111

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016)

Transactions

Holding
company *

Fellow
subsidiaries*

Annexure - 1
(Amt in ` 000)

Other related
parties*

Key
Management
personnel*

Relatives of Key
Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Service / Freight income


Albatross Shipping Ltd.

351

351

1,783

Balaji Shipping Line FZCO

69,233

69,233

18,379

BLPL Singapore Pte. Ltd.

14,309

14,309

814

Clarion Shipping (Pvt) Ltd , Colombo (As agent)

36,521

Orient Express Lines (Singapore) Pte. Ltd.

3,643

3,643

389

Orient Express Lines FZCO

15,579

15,579

25,822

TLPL Shipping and Logistics Pvt Ltd.

1,012

1,012

11,750

Transworld Free Zone

Transworld GLS (I) Pvt. Ltd.

46

46

1,405

Transworld Logistics & Shipping Services Inc

35

35

Transworld Saudi Arabia (As agent)

3,018

Transworld Shipping & Logistics Ltd

Transworld Shipping Trading And Logistics


services LLC ( Oman)

19

19

25,737

Transworld Shipping USA Inc

5,445

5,445

Transworld Shipping, Trading & Logistics


Services LLC

Transworld Terminals Pvt Ltd

202

Orient Express Line FZCO

74

74

Relay Shipping Agency Ltd.

260

260

533

Albatross Shipping Ltd.

120

120

85

BSL Freight Solutions Pvt Ltd.

46

46

TLPL Shipping and Logsitics Pvt. Ltd.

2,800

2,800

1,263

Transworld GLS (I) Pvt. Ltd.

126

126

1,680

Clarion Shipping (Pvt) Ltd , Colombo (as agent)

3,685

Transworld Saudi Arabia (As agent)

9,277

Transworld Shipping & Logistics Ltd.

4,400

Albatross Shipping Ltd.

1,755

1,755

BSL Freight Solutions Pvt Ltd.

389

389

TLPL Shipping and Logsitics Pvt. Ltd.

26,432

26,432

Transworld GLS (I) Pvt. Ltd.

4,213

4,213

Transworld Shipping & Logistics LLC, Dubai

268

268

Transworld Shipping and Logistics Ltd.

111

111

Trailer Trip Income

TLPL Shipping and Logsitics Pvt. Ltd.

204

204

18,765

18,765

Feeder Documentation Charges Paid (Liner/


Domestic)

Other Income Received (Liner/Domestic)

Service / Freight/THC Income Received


(Domestic/Liner)

Charter Hire Income from related parties


Orient Express Lines FZCO
Sea Freight Charges Paid
Clarion Shipping Pvt. Ltd., Colombo (As Agent)

449

449

Orient Express Line FZCO

190,005

190,005

151,086

Orient Express Lines (Singapore) Pte. Ltd.

2,705

2,705

18,664

Transworld Shipping, Trading and Logistics


Services LLC, Oman

1,138

1,138

112

ANNUAL REPORT 2015-16

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)

Transactions

Holding
company *

Fellow
subsidiaries*

Other related
parties*

Key
Management
personnel*

Relatives of Key
Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Freight Forwarding Expense


Orient Express Ship Management Ltd

Albatrosss Shipping Limited

1,449

1,449

Transworld Shipping & Logistics Ltd

865

Transworld Logistics & Shipping Services Inc

1,453

Transworld Global Logistics Solutions (I) Pvt Ltd

219

219

Transworld Logistics & Shipping Services

1,495

1,495

1,423

Transworld Management Consultancy Pvt Ltd

22

22

Transworld Shipping & Logistics Ltd ( Masina )

172

172

39,589

39,589

24,135

Mrs Manita Vivek Kumar Singh

660

660

660

Mrs Ratnaprabha Desai

282

282

192

Mr Raghav Ganesh

480

480

353

Mrs Sarawati Ramnath.

1,080

1,080

588

Vessel management fees paid


Orient Express Ship Management Ltd.
Vehicle Lease Rent paid

Agency Fees / Brokerage/Commission


Relay Shipping Agency Ltd.

20,225

20,225

20,424

Lanka Orient Express Lines Ltd.

549

549

304

Albatross Shipping Ltd.

49

49

185

BSL Freight Solutions Pvt Ltd.

691

Clarion Shipping Pvt. Ltd., Colombo (As Agent)

1,134

1,134

TLPL Shipping and Logsitics Pvt. Ltd.

3,307

3,307

Transworld Saudi Arabia (As Agent)

455

455

Transworld Shipping, Trading and Logistics


Services LLC, Oman

794

794

Transworld Shipping & Logistics LLC, Dubai

3,870

3,870

390

Orient Express Lines (Singapore) Pte. Ltd.

232

232

TLPL Shipping and Logsitics Pvt. Ltd.

238

238

2,128

Transworld Saudi Arabia (As Agent)

168

168

863

Transworld Shipping, Trading and Logistics


Services LLC, Oman

100

100

616

19,110

19,110

5,241

770

770

34,382

34,382

9,884

Relay Shipping Agency Ltd.

TLPL Shipping and Logsitics Pvt. Ltd.

6,608

6,608

515

515

Oracle Implementation
Encore Pierian Logistics Business Services Ltd.
Container Handling Charges
TLPL Shipping and Logsitics Pvt. Ltd.
Container Lease Rent Paid
Balaji Shipping Line FZCO
Crane Hire Charges Paid

Transport Expenses Paid


TLPL Shipping and Logsitics Pvt. Ltd.
Rent paid
Sivaswamy Holdings Pvt. Ltd.

11,214

11,214

12,532

Transworld Shipping and Logistics Ltd.

580

580

670

Geeta Ramakrishnan

1,468

1,468

1,650

113

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)

Transactions

Holding
company *

Fellow
subsidiaries*

Other related
parties*

Key
Management
personnel*

Relatives of Key
Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Other Administrative Expenses


Sivaswamy Holdings Pvt. Ltd.

126

126

486

19,110

19,110

1,192

783

783

651

651

41

41

Liner Administrative Fees


Transworld Shipping & Logistics LLC, Dubai
Liner Documentation Expenses Paid
TLPL Shipping and Logsitics Pvt. Ltd.
Liner THC Charges Paid
Orient Express Line FZCO
Liner Transhipment Fees
Clarion Shipping Pvt. Ltd., Colombo (As Agent)
Sale of Fixed Asset
Transworld GLS (I) Pvt. Ltd.
Others
Transworld Management Consultancy P.Ltd

25

Orient Express Ship Management Ltd

10

Cresent Shipping Agency (I) Pvt.Ltd

1,620

Transworld Shipping and Logistics Ltd

1,620

Interest on loan paid

Managerial Remuneration paid (Net)


Mr. S. Ramakrishnan

25,820

25,820

10,796

Mr. V. Ramnarayan

7,501

7,501

3,996

Capt Vivek Kumar Singh

7,961

7,961

5,226

Mr Rajesh Desai

3,428

3,428

2,997

Mr S. Varadarajan

6,638

6,638

5,080

Mrs Rajna Ganesh

2,700

2,700

2,140

Remuneration paid to Key Management


Personnel

Director Sitting Fees


Mr. S. Mahesh

60

60

90

Mr. Ritesh S. Ramakrishnan

165

165

190

649

444,500

444,500

603,954

Cresent Shipping Agency (I) Pvt. Ltd

20,000

Transworld Shipping and Logistics Ltd

20,000

Crescent Shipping Agency (I) Ltd.

4,750

4,750

4,750

Transworld Shipping and Logistics Ltd.

4,750

4,750

4,750

Stores, Spares, Victualling, Repairs expenses,


etc.paid
Admec Logistics Ltd.
Donation
Valli & Sivaswamy Memorial Charitable Trust
Purchases of Vessel
Orient Express Lines Inc, Panama
Unsecured Loan Taken

Dividend Paid On Preference Shares

114

ANNUAL REPORT 2015-16

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)

Transactions

Holding
company *

Fellow
subsidiaries*

Key
Management
personnel*

Other related
parties*

Relatives of Key
Management
personnel*

Total upto
31.03.2016

Total upto
31.03.2015

Dividend Paid on Equity Shares


Transworld Holdings Ltd., Mauritius
S. Ramakrishnan

16,057

16,057

16,057

142

142

142

Geeta Ramakrishnan

141

141

142

Ritesh S.Ramakrishnan

219

219

219

Anisha Ramakrishnan

1,518

1,518

1,518

Mala Mahesh

141

141

142

Murli Mahesh

219

219

219

Mithila Mahesh

1,518

1,518

1,518

S. Mahesh

15

15

146

V. Ramnarayan

142

142

142

Brinda Ramnarayan

141

141

142

Rajan Ramnarayan

183

183

183

Rajiv Ramnarayan

177

177

177

(Amt in ` 000)

Outstanding balances pertaining to related parties as at 31st March, 2016


Transactions
Debit balance due to company
Albatross Shipping Ltd.
Balaji Shipping Line FZCO
BLPL Singapore Pte. Ltd.
BSL Freight Solutions Pvt Ltd.
Clarion Shipping (Pvt) Ltd , Colombo
Encore Pierian Logistics Business Services Ltd.
Lanka Orient Express Lines Ltd.
Orient Express Lines (Singapore) Pte. Ltd.
Orient Express Lines FZCO
Orient Express Ship Management Ltd.
Relay Shipping Agency Ltd.
TLPL Shipping and Logsitics Pvt. Ltd.
Transworld Saudi Arabia
Transworld Shipping & Logistics LLC, Dubai
Transworld shipping & logistics ltd
Transworld Shipping GMBH
Transworld Shipping Trading and Logistics
Services LLC, Oman
Transworld shipping USA INC
Transworld Terminals Pvt Ltd
Total Debit
Credit balance due from company
Albatross Shipping Ltd.
Balaji Shipping Line FZCO
Clarion Shipping Pvt. Ltd., Colombo
Encore Pierian Logistics Business Services Ltd.
Orient Express Line FZCO
Orient Express Lines (Singapore) Pte. Ltd.

Fellow
subsidiaries*

Other related
parties*

Key
Management
personnel*

Relatives
of Key
Management
personnel*

26,167
2,340
33,640
-

141
2,343
600
1,346
150
19,418
1,781
37
-

141
26,167
2,343
600
1,346
2,340
150
19,418
1,781
37
-

9,503
344
8,175
2,664
10,168
389
1,030
15,921
2,418
1,150
37
6

5,409

5,409

6,215

67,556

2
3,720
29,539

2
3,720
63,454

101
58,121

7
35
5,016
3,377
12,522
170

7
35
5,016
3,377
12,522
170

112
1,885
14,177
1,257

Holding
company *

Total upto
31.03.2016

Total upto
31.03.2015

115

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)

Transactions
Orient Express Ship Management Ltd.
Relay Shipping Agency Ltd.
Sivaswamy Holdings Pvt. Ltd.
TLPL Shipping and Logsitics Pvt. Ltd.
Transworld Management Consultancy Pvt. Ltd.
Transworld GLS (I) Pvt. Ltd.
Transworld Logistics & Shipping Services
Transworld Saudi Arabia
Transworld Management Cnsultancy Pvt Ltd
Transworld Management Consultancy Pvt. Ltd.
Transworld Shipping & Logistics LLC
Transworld Shipping and Logistics Ltd.
Total Credit
Unsecured Loan Taken
Cresent Shipping Agency (I) Pvt.Ltd
Transworld Shipping and Logistics Ltd
Total Credit

Fellow
subsidiaries*

Other related
parties*

Key
Management
personnel*

1,270
1,270

415
64
4,964
61
1,343
12
21
28,008

Relatives
of Key
Management
personnel*
-

10,000

Holding
company *

Note:
1) Figure have been adjusted for exchange rate variations
2) Reimbursement of expenses incurred by/to Group Companies is not included

116

Total upto
31.03.2016

Total upto
31.03.2015

415
64
4,964
61
1,343
12
1,270
21
29,278

(778)
139
(3)
714
5,237
216
7,782
30,737

10,000

20,000
20,000
40,000

ANNUAL REPORT 2015-16

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)


* Names of related parties
Nature of relationship

Name of the related party

Holding Company

Transworld Holdings Ltd., Mauritius

Subsidiary Company

Shreyas Relay Systems Ltd.


SRS Freight Management Ltd.

Fellow Subsidiary Company

Balaji Shipping (UK) Ltd.


Balaji Shipping Co. S. A., Panama
Balaji Shipping Line FZCO
Orient Express Line FZCO
Orient Express Lines Inc, Panama
Transworld Bulk Carriers (India) Pvt. Ltd.
Transworld Bulk Carriers FZCO
Transworld Logistics & Shipping Service Inc, USA
Transworld Logistics FZE
Transworld Projects FZE
Transworld Saudi Arabia
Transworld Shipping Trading and Logistics Services LLC, Oman

Other related party

ADMEC Logistics Ltd.


Albatross Inland Ports Pvt. Ltd.
Albatross Logistics Centre (India) Pvt. Ltd.
Albatross Shipping Ltd.
BLPL Singapore Pte. Ltd.
Clarion Shipping Pvt. Ltd., Colombo
Clarion Solutions Pvt. Ltd.
Crescent Shipping Agency (I) Ltd.
Encore Pierian Logistics Business Services Ltd.
Hayleylines Ltd., Colombo
Lanka Orient Express Lines Ltd.
Liberty Navigation (S) Pte. Ltd.
Orient Express Lines (Singapore) Pte. Ltd.
Orient Express Ship Management Ltd.
Relay Shipping Agency Ltd.
Sivaswamy Holdings Pvt. Ltd.
Tejas Oil Pvt. Ltd.
TLPL Logistics Pvt. Ltd.
TLPL Shipping and Logistics Pvt. Ltd.
Transcorp Finance Ltd.
Transworld Management Consultancy Pvt. Ltd.
Transworld GLS (I) Pvt. Ltd.
Transworld GLS (Singapore) Pte. Ltd.
Transworld GLS Sdn. Bhd.
Transworld GLS Vietnam Co. Ltd.

117

CONSOLIDATED RELATED PARTY TRANSACTIONS (as on 31.03.2016) (Contd.)


* Names of related parties
Nature of relationship

Name of the related party


Transworld Shipping USA Inc.
BSL Freight Solutions Pvt. Ltd.
Transworld Logistics & Shipping Services Ltd.
Transworld Shipping & Logistics Ltd. (Messina)
Transworld Group Singapore Pte. Ltd.
Transworld Logistics Ltd.
Transworld Oil Pvt. Ltd.
Transworld Shipping & Logistics LLC, Dubai
Transworld Shipping and Logistics Ltd.
Transworld Terminals Pvt. Ltd.
Trident Trading Pvt. Ltd.
S. Ramakrishnan (Chairman & Managing Director)
V. Ramnarayan (Executive Director)

Key Management Personnel

Captain Vivek Kumar Singh


Rajesh Desai
S. Varadarajan
Rajna Ganesh
S. Mahesh
Geeta Ramakrishnan
Ritesh S. Ramakrishnan
Brinda Ramnarayan
Mala Mahesh
Anisha Ramakrishnan

Relatives of Key Management Mithila Mahesh


Murli Mahesh
Personnel
Rajan Ramanarayan
Rajiv Ramanarayan
Manita Vivek Kumar Singh
Ratnaprabha Desai
Raghav Ganesh
Saraswati Ramnath

118

SHREYAS SHIPPING AND LOGISTICS LIMITED


Corporate Identification No. (CIN)- L63000MH1988PLC048500
Registered Office: 4th Floor, Himalayas, Geetmala Complex, Near Shah Industrial Estate, Govandi (E), Mumbai-400088
Phone: +91 22 6622 0300 Fax: +91 22 6622 0444
Webiste: www.transworld.com/shreyas Email: : [email protected]

FORM MGT-11

PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3)
of the Companies (Management and Administration) Rules, 2014)

Name of the Member(s): .............


Registered address: ......................
E-mail Id : ........................................
Folio No. / Client ID No.: ...... DP ID No. ..............
I/We, being the member(s) of the .Shares of Shreyas Shipping and Logistics Limited, hereby appoint
1. Name:.Email-Id:
Address: ..
........................... Signature: ....................or failing him
2. Name:.Email-Id:
Address: ..
........................... Signature: ....................or failing him
3. Name:.Email-Id:
Address: ..
........................... Signature: ....................
as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28th Annual General meeting of the
Company to be held on Thursday, 21st day of July, 2016 at 11.00 a.m. at Sivaswamy Auditorium of Fine Arts Cultural Centre,
61/21 R. C. Marg, Opp. Vijaya Bank, Chembur, Mumbai - 400 071 and at any adjournment thereof in respect of such resolution
as are indicated below:
I/ We wish my above proxy(ies) to vote in the manner as indicated in the box below:
Sr. No
1.
2.
3.
4.

Particulars of Resolution
Adoption of Financial Statements and Reports thereon for the Year Ended 31st March, 2016.
Declare Dividend on Equity Shares.
Re-appointment of Mr. S. Mahesh who retires by rotation.
Appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, as the Statutory Auditors of the Company
and fix their remuneration.

Signed this . day of .. 2016

Signature of Shareholder .. Signature of Proxyholder(s)

Notes : 1.

2.

This Form in order to be effective should be duly completed and deposited at the Registered Office of the 4th Floor,
Himalayas, Geetmala Complex, Near Shah Industrial Estate, Govandi (E), Mumbai 400 088, not less than 48 (forty
eight) hours before the commencement of the Meeting.
A proxy need not be a member of the Company.

Please
Affix ` 1/Revenue
Stamp

Corporate Identification No. (CIN)- L63000MH1988PLC048500


Registered Office: 4th Floor, Himalayas, Geetmala Complex, Near Shah Industrial Estate, Govandi (E), Mumbai-400088
Phone: +91 22 6622 0300 Fax: +91 22 6622 0444
Website: www.transworld.com/shreyas
Email: [email protected]

28TH

ATTENDANCE SLIP
ANNUAL GENERAL MEETING ON 21ST JULY, 2016
Sr No. :

Registered Folio No./


DP ID/Client ID
Name and address of the
shareholder(s)

Joint Holder 1
Joint Holder 2

I/ We hereby record my/our presence at the 28th Annual General Meeting of the Company held at Sivaswamy Auditorium of
Fine Arts Cultural Centre, 61/21 R. C. Marg, Opp. Vijaya Bank, Chembur (East), Mumbai- 400 071, on Thursday, 21st July,
2016 at 11.00 am.

_________________________________
____________________________________
Members Folio/DP ID/Client ID No. Members/Proxys name (in Block Letters)

__________________________
Members/Proxys Signatur e

Note:
1. Please fill in the Folio/DP ID-Client ID No., name and sign this Attendance Slip and hand it over at the Attendance
Verification Counter at the ENTRANCE OF THE MEETING HALL.

ELECTRONIC VOTING PARTICULARS


(EVEN)
Electronic Voting Event Number

User ID

Password

104130

USERID
Note: Please read the instructions for remote e-voting given along with Annual Report. The remote e-voting period starts from 16th July, 2016
(10:00 am) and ends on 20th July, 2016 (5:00 pm). The voting module shall be disabled by NSDL for voting thereafter.

NOTE: Please Bring The Above Attendance Slip To The Meeting Hall.

If undelivered please return to:


Shreyas Shipping & Logistics Ltd.
2nd Floor, Sahyadris, Geetmala Complex,
Near Shah Industrial Estate, Opp Deonar Village Road,
Govandi (E), Mumbai - 400 088

You might also like