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        Fried, Frank, Harris, Shriver & Jacobson LLP

        One New York Plaza

        New York, New York 10004

        Tel:  +1.212.859.8000

        Fax: +1.212.859.4000

        www.friedfrank.com

    Direct Line: (212) 859-8689

    Fax: (212) 859-4000

    joshua.wechsler@friedfrank.com

    March 13, 2020

VIA EDGAR AND EMAIL

John Cannarella

Jennifer Gallagher

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Grindrod Shipping Holdings Ltd.

Form 20-F for the Fiscal Year ended December 31, 2018

Filed April 16, 2019

File No. 001-38440

Dear Mr. Cannarella and Ms. Gallagher:

This letter sets forth the response of Grindrod
Shipping Holdings Ltd. (the “Company”) to the comment letter, dated February 14, 2020, of the staff of the Division
of Corporation Finance of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s
Form 20-F for the Fiscal Year ended December 31, 2018 (File No. 001-38440) (the “2018 Annual Report”). To facilitate
your review, we have reproduced the Staff’s comment below with the response to this comment set out immediately below the
comment. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the
2018 Annual Report.

Form 20-F for the Fiscal Year
ended December 31, 2018

Note 2- Significant Accounting
Policies, page F-2

 1. We note your response to prior comment four and the accounting policy disclosure that you propose, which includes indicators
that correlate with your status as pool manager/principal for contracts between customers and the IVS Handysize Pool and the IVS
Supramax Pool. Please also disclose how the pools are structured from a legal standpoint, including the nature and extent of your
ownership and control over the pools and the vessels; and how you are accounting for contracts between the pools and vessel owners.
Tell us how you have assessed IFRS 16, paragraphs 9 and B9-B33, for agreements under which you secure rights to control vessels
in the pools; relative to your views under IFRS 15, including paragraph 33, regarding the ability to prevent other entities
from directing the use of, and obtaining the benefits from an asset; and paragraph B35A(b), on the ability to direct vessel owners
to provide the service on your behalf.

New York • Washington • London • Frankfurt

Fried, Frank, Harris, Shriver & Jacobson LLP is a Delaware
Limited Liability Partnership

Division of Corporation Finance

Office of Energy and Transportation

United States Securities and Exchange Commission

March 13, 2020

The disclosures you have referenced on pages 33
and 34 indicate that while you as the pool manager are responsible for administrative and commercial management of the pool, the
vessel owners are responsible for manning and technical management of their vessels. Please clarify whether the roles ascribed
to the pool manager among the indicators you have listed are exclusively yours as the pool manager, or are shared in any degree
with the vessel owners. Please describe any circumstances under which specific vessels or their owners are identified in contracts
with customers for vessels in the pools, and any instances of vessel owners sharing or having any involvement in the commercial
management of vessels that they have placed in the pools, such as discretion in accepting a contract or establishing the price
that end charterers will pay.

Please describe the general terms and duration
of contracts with participating vessel owners, including any provisions for renewal, suspending participation, or for removing
vessels from the pool prior to completing the stated term of the pool arrangement. Please submit copies of the agreements governing
participation in your IVS Handysize Pool and the customer contracts of that pool that were the most significant during 2018; identify
any provisions among these contracts that are not representational of or consistent with the provisions of other contracts with
other participants and customers of this pool.

The Company sets forth
below its response to the Staff’s comment above. Headings are provided for ease of review.

Structure of the
pools from a legal standpoint, including the nature and extent of our ownership and control over the pools and the vessels; and
how we are accounting for contracts between the pools and vessel owners.

The Company, through
our wholly-owned subsidiary, Grindrod Shipping Pte. Ltd. (“GSPL” or the “pool manager”),
enter into a pooling agreement with individual vessel owners to contract for and on behalf of the individual owners whose vessels
are placed into the pool.

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Division of Corporation Finance

Office of Energy and Transportation

United States Securities and Exchange Commission

March 13, 2020

The pool agreement
provides the pool manager, acting as an agent, on behalf of the pool, complete discretion (subject to safety and legal compliance
standards), to charter the vessel to carry cargoes for other third parties. Under this arrangement, the pool manager has the discretion
to charter the vessels, price the charters, and is required to pay all voyage costs, including port charges, fuel and canal tolls
and to collect receivables. The vessel owners derive a previously negotiated share of the net earnings of the pool, not based on
their individual vessel’s revenue contracts or results, but based on the net earnings of the pool in total. The vessel owners
in turn pay us a management fee based on a daily rate of $200 per ship plus 2% of net aggregate pool earnings. The vessel owner
is entitled to withdraw his vessel from the pool with 3 months’ prior written notice and the Company is entitled to terminate
the pool agreement with vessel owners whose vessel fails to comply with certain minimum qualifications.

Paragraph 38 of IFRS
16 states:

After the commencement
date, a lessee shall recognise in profit or loss, unless the costs are included in the carrying amount of another asset applying
other applicable Standards, both:

 a. interest on the lease liability; and

 b. variable lease payments not included in the measurement of the lease liability in the period
in which the event or condition that triggers those payments occurs.

The Company notes that
the management fee, which is akin to variable lease payments are linked to the future performance of the pool. Hence, following
the guidance under paragraph 38 of IFRS 16 such payments would be excluded from the measurement of lease liabilities and recognized
in the profit or loss in the period in which the event or condition that triggers those payments occur.

The Company deemed
the arrangement with the vessel owners as a lease arrangement given its ability to control the vessels within the pool for the
benefits of the pool. The rights conferred from the pooling agreement provided us the control of a right to a service to be performed
by the vessels for the end charterers. The Company recognizes the total amount of the gross revenue earned by the pools as its
revenue and the share of vessel owners’ net earnings of the pool in the voyage expenses. Details of the method of distribution
is described on page 34 of the 2018 Annual Report. Also, the Company recognizes the management fee it earned from the vessel owners
as revenue in its financial statements.

How we have assessed
IFRS 16, paragraphs 9 and B9-B33, for agreements under which we secure rights to control vessels in the pools; relative to our
views under IFRS 15, including paragraph 33, regarding the ability to prevent other entities from directing the use of, and obtaining
the benefits from an asset; and paragraph B35A(b), on the ability to direct vessel owners to provide the service on our behalf.

The Company has adopted
IFRS 16 retrospectively from January 1, 2019, but has not restated comparatives for the 2018 reporting period (“modified
retrospective approach”), as permitted under the specific transitional provisions in the standard.

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Division of Corporation Finance

Office of Energy and Transportation

United States Securities and Exchange Commission

March 13, 2020

IFRS 16 changed the
definition of a lease and the change mainly relates to the concept of control. IFRS 16 determines whether a contract contains a
lease on the basis of whether the customer has the right to control the use of an identified asset for a period of time in exchange
for consideration. This is in contrast to the focus on 'risks and rewards' in IAS 17 and IFRIC 4. The Company applied the definition
of a lease and related guidance set out in IFRS 16 to all lease contracts entered into or modified on or after 1 January 2019 (whether
it is a lessor or a lessee in the lease contract). The new definition in IFRS 16 does not significantly change the scope of contracts
that meet the definition of a lease for the Company. As such, the Company has not modified its assessment and recognition of leases
post-adoption and the above remains applicable throughout 2019.

The Company respectfully
advised the staff that it has assessed the guidance in paragraphs 9 and B9-B33 of IFRS 16 and determined that the pooling agreement
would provide the Company the rights to control the identified assets (i.e. the vessels) and considered the pooling agreement as
a lease. Paragraph B9 of IFRS 16 states:

“To assess whether
a contract conveys the right to control the use of an identified asset (see paragraphs B13–B20) for a period of time, an
entity shall assess whether, throughout the period of use, the customer has both of the following:

 a. the right to obtain substantially all of the economic benefits from use of the identified asset
(as described in paragraphs B21–B23); and

 b. the right to direct the use of the identified asset (as described in paragraphs B24–B30).”

On the right to
obtain substantially all of the economic benefits from use of the identified asset (as described in paragraphs B21–B23)

Paragraph B21 of IFRS
16 states:

To control the use
of an identified asset, a customer is required to have the right to obtain substantially all of the economic benefits from use
of the asset throughout the period of use (for example, by having exclusive use of the asset throughout that period). A customer
can obtain economic benefits from use of an asset directly or indirectly in many ways, such as by using, holding or sub-leasing
the asset. The economic benefits from use of an asset include its primary output and by-products (including potential cash flows
derived from these items), and other economic benefits from using the asset that could be realised from a commercial transaction
with a third party.

As discussed above,
the Company has control over GSPL, a wholly owned subsidiary that manages the IVS Handysize and IVS Supramax pool. Under the pooling
agreement, GSPL, as the pool manager, has the complete autonomy and discretion over the day to day administrative and commercial
operations of all the vessels in the pool and determines the strategy for employment of the pool vessels and the chartering in
of additional vessels to supplement the pool fleet. Such rights would allow us to obtain substantially all of the economic benefits
from the exclusive use of the vessels in the pool throughout that period to earn revenue from the end-charterers. The Company considered
the net earnings distributed to the vessel owners to be part of the economic benefits that it obtains from use of the vessel in
accordance with paragraph B23 of IFRS 16 which states, in part, “If a contract requires a customer to pay the supplier
or another party a portion of the cash flows derived from use of an asset as consideration, those cash flows paid as consideration
shall be considered to be part of the economic benefits that the customer obtains from use of the asset…”

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Division of Corporation Finance

Office of Energy and Transportation

United States Securities and Exchange Commission

March 13, 2020

On the right to
direct the use of the identified asset (as described in paragraphs B24–B30).

Paragraph B24 of IFRS
16 states:

A customer has the
right to direct the use of an identified asset throughout the period of use only if either:

 a. the customer has the right to direct how and for what purpose the asset is used throughout the
period of use (as described in paragraphs B25–B30); or

 b. the relevant decisions about how and for what purpose the asset is used are predetermined and:

 i. the customer has the right to operate the asset (or to direct others to operate the asset in
a manner that it determines) throughout the period of use, without the supplier having the right to change those operating instructions;
or

 ii. the customer designed the asset (or specific aspects of the asset) in a way that predetermines
how and for what purpose the asset will be used throughout the period of use.

Under the pooling agreement,
the pool manager has complete autonomy and discretion to direct the use of the vessels in the pool to secure full employment of
the pool vessels to maximize the returns of the pool, and determines the strategy for employment of the pool vessels and the chartering
in of additional vessels to supplement the pool fleet. With that, the Company is of the view that the pool manager has the right
to direct the use of the vessels in the pool throughout the period of use including having the right to direct and for what purpose
the vessels will be used.

Paragraph 33 of IFRS
15 states in part, “...Control of an asset refers to the ability to direct the use of, and obtain substantially all of
the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining
the benefits from, an asset.”

The Company believes
the rights conferred from the pooling agreement provided the pool manager with the control of a right to a service to be performed
using the vessels that it has control over, for the end charterers hence allowing the Company to recognize the revenue as a principal
which is in line with paragraphs 33. This is also in line with the guidance in paragraph B35A(b) of IFRS 15 which states, in part,
“When another party is involved in providing goods or services to a customer, an entity that is a principal obtains control
of a right to a service to be performed by the other party, which gives the entity the ability to direct that party to provide
the service to the customer on the entity’s behalf.”

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Division of Corporation Finance

Office of Energy and Transportation

United States Securities and Exchange Commission

March 13, 2020

Whether the roles
ascribed to the pool manager among the indicators we have listed are exclusively ours as the pool manager, or are shared in any
degree with the vessel owners.

Indicators that the pool manager
is a principal in a pool arrangement are:

 • The contract with the end charterer specifically names the pool, rather than the vessel owner;

The Company wishes to clarify that
it is GSPL, the pool manager that enters into charter or freight contract with the end charterer. The vessel owner does not partake
in any contractual arrangement with the end charterer. This renders the pool manager the principal in such contracts (as between
the pool manager and the end charterer.) Accordingly, the Company’s role in this indicator is exclusively its own.

 • The pool manager is responsible for managing issues that may arise during the end charterer’s
use of the vessel;

In the event that the Company’s
end charterer encounters any service or performance issue concerning the vessel that it charters, the Company will be the point
of contact for the resolution of issue. Under the pooling agreement, as the pool manager, the Company has a broad exclusive authority
to take such actions as it