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Directors Report of Allcargo Logistics Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Second Annual Report on the business and operations of the Company together with Audited Financial Statements of the Company both on standalone and consolidated basis, for the year ended March 31, 2015.

STATE OF THE COMPANY''S AFFAIRS

Allcargo Logistics Limited, a part of the Avvashya Group, is a leading Indian multinational Company providing integrated logistics solutions worldwide. The Company offers specialized logistics services across global Multimodal Transport Operations (NVOCC, LCL and FCL), Pan India Container Freight Stations (CFS), Inland Container Depots (ICD), Project & Engineering Solutions (P&E), Ship Owning & Chartering and 3PL & Warehousing services. Our benchmarked quality standards, standardized processes and operational excellence across all our service verticals and facilities, have enabled the Company to emerge as a leading player across these segments.

Your Company has a strong global footprint through its multinational Multimodal Transport Operation Arms-Ecu Line (headquartered in Belgium, Europe), world''s largest Less than Container Load (LCL) service provider, Econocaribe Consolidators (headquartered in Miami, USA), NVOCC leader and Rotterdam based Full Container Load (FCL) Marine Agencies specializing in FCL services.

The Company currently operates out of 200 plus offices in 90 plus countries and is supported by an even larger network of franchisee offices across the globe. Presently, your Company is one of India''s largest publicly owned logistics Company, listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and is categorized under S&P BSE Midcap and CNX Nifty 500 indices. Your Company has a fleet of 784 Equipments comprising of 143 Cranes, 584 Trailers, 36 Reach Stackers and 21 Forklifts.

Your Company has made remarkable progress in achieving a major milestone of its mission plan of being a USD 1 Billion Company during the year under review. The year under review was good for the Company as micro and macro-economic situation improved during the year, thus boosting the Company''s performance. The performance was further strengthened on account of the robust measures undertaken by the Company at all levels such as focus on pricing and aggressive marketing strategy, disciplined project executions, focused management approach, prudent financial and human resources management, better control over cost and consistent follow-up for receivables.

Detailed information on the Business overview and outlook of the Company is provided in the Management Discussion & Analysis Report which forms part of this Annual report.

Financial Highlights

Your Company''s financial performance for the year ended March 31, 2015 is summarized below:

(RS. in Lakhs)

Particulars Consolidated Results for the year ended March March 31, 2015 31, 2014

Sales and Other Income 568,141 489,593

Profit before Interest, Depreciation/ Amortization and Taxes 52,798 42,781

Interest 5,347 5,632

Depreciation and other Amortization 15,737 17,546

Profit Before Tax 31,714 19,603

Provision for Tax 6,996 4,159

Profit After Tax 24,718 15,444

Profit attributable to Minority Interest (923) (511)

Share of Profit of Associates 194 -

Profit after minority interest 23,989 14,933

Profit brought forward from previous year 93,615 81,422

Profit Available for Appropriations 117,197 96,406

Appropriations :

Proposed Final Dividend 1,765 1,891

Tax on Final Dividend 359 321

Interim Dividend 756 -

Tax on Interim Dividend 129 -

Transfer to General Reserve - 561

Transfer to Tonnage Tax Reserve 42 18

Transfer to Capital Redemption Reserve - -

Profit Carried to Balance Sheet 114,146 93,615



(RS. in Lakhs)

Particulars Standalone Results for the year ended March March 31, 2015 31, 2014

Sales and Other Income 117,921 102,204

Profit before Interest, Depreciation/ Amortization and Taxes 27,434 23,371

Interest 3,800 2,863

Depreciation and other Amortization 11,086 13,475

Profit Before Tax 12,548 7,033

Provision for Tax 2,799 1,421

Profit After Tax 9,749 5,612

Profit attributable to Minority Interest - -

Share of Profit of Associates - -

Profit after minority interest - -

Profit brought forward from previous year 57,113 54,322

Profit Available for Appropriations 66,560 59,886

Appropriations :

Proposed Final Dividend 1,765 1,891

Tax on Final Dividend 359 321

Interim Dividend 756 -

Tax on Interim Dividend 129 -

Transfer to General Reserve - 561

Transfer to Tonnage Tax Reserve - -

Transfer to Capital Redemption Reserve - -

Profit Carried to Balance Sheet 63,551 57,113

Consolidated Performance

During the year under review, your Company achieved total revenue of RS. 568,141 Lakhs against a total revenue of RS. 489,593 Lakhs during the previous year, representing a year-on-year growth of 16%. The growth was mainly attributable to the increase in revenues across all lines of business.

The Company''s Earnings before Interest, Tax and Depreciation (EBITDA) stood at RS. 52,798 Lakhs as at March 31, 2015 as compared to RS. 42,781 Lakhs in the previous year, a growth of 23%.

The Net Profit after Taxes and Minority Interest increased by 61% and stood at RS. 23,989 Lakhs as at March 31, 2015 as compared to RS. 14,933 Lakhs in the previous year.

Standalone Performance

During the year under review, your Company achieved total revenue of RS. 117,921 Lakhs as compared to RS. 102,204 Lakhs in the previous year, representing a year-on-year growth of 15%. The growth is mainly attributable to increase in revenue across all lines of business.

The Company''s Earnings before Interest, Tax and Depreciation (EBITDA) stood at RS. 27,434 Lakhs during the year as compared to RS. 23,371 Lakhs during the previous year, representing a growth of 17%.

The Net Profit after Tax of the Company increased by 74% during the year and stood at RS. 9,749 Lakhs as compared to RS. 5,612 Lakhs in the previous year.

For detailed segment wise performance, Members are requested to refer Management Discussion and Analysis which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under review, your Company continued to provide integrated logistics services to its customers and hence, there was no change in the nature of business or operations of the Company which impacted the financial position of the Company.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to its reserves, except as required under any statute, out of the profits of the Company for the year ended March 31, 2015.

DIVIDEND

A constant endeavor and one of the primary objectives of the Company is to maximize Members value by achieving sustainable year-on-year growth and to give adequate return in the form of dividend to its Members on their investment made in the Company. Since the Initial Public Offering in the year 2006, your Company has been regularly paying dividend to its Members, including interim dividend based on the profits of the Company.

During the year under review, your Company had declared and paid an interim dividend of RS. 0.60 per equity share of RS. 2 each fully paid up, representing 30% on the total paid up capital of the Company amounting to RS. 756 Lakhs.

Considering the profitable performance of the Company for the year under review, your Directors are pleased to recommend a final dividend of RS. 1.40 per equity share of RS. 2 each fully paid up, representing 70% on the total paid up capital of the Company. The dividend, if approved by the Members at the ensuing Annual General Meeting, will absorb a sum of RS. 2,124 Lakhs including dividend distribution tax.

The total dividend payout comprising of interim and final dividend, if approved, to the Members, for the financial year 2014-15 would be 100% (RS. 2 per equity share of RS. 2 each fully paid up) on the total paid up capital of the Company as compared to 75% (RS. 1.50 per equity share of RS. 2 each fully paid up) in the previous year.

The final dividend payout is subject to approval of the Members at the ensuing Annual General Meeting.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted, invited and/or received any deposits from the public within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company has not issued any class of shares and hence, there has been no change in the issued, subscribed and paid up share capital of the Company. The issued, subscribed and paid up share capital of the Company as on March 31,2015, amounted to RS. 252,095,524 (Rupees Twenty Five Crores Twenty Lakhs Ninety Five Thousand Five Hundred and Twenty Four only) consisting of 126,047,762 Equity Shares of RS. 2 each fully paid up.

Your Company''s equity shares are listed and traded in compulsory dematerialized form on BSE Limited and National Stock Exchange of India Limited. The Company has paid the Annual Listing fees for the financial year 2015-16 to the respective Stock Exchanges. Annual Custody/Issuer fee for the financial year 2015-16 will be paid by the Company to National Securities Depository Limited and Central Depository Services (India) Limited on receipt of the invoices from them.

AWARDS AND RECOGNITION

Your Company has consistently delivered and exceeded customer expectations in its deliverables and performance. Our achievements in maintaining quality are evident from the credentials and recognitions that have been awarded over the years. During the year under review, your Company has been conferred with many accolades and appreciations for significant contribution made in development and growth of the logistic industry.

* Allcargo Logistics Limited ("Allcargo") is among India''s top 4 companies in the Logistics sector to have been featured in Dun & Bradstreet''s edition of Top 500 Companies in India;

* Allcargo was conferred with the following three awards at Maritime and Logistics Awards 2014 (MALA) for outstanding performance:

* Indian Logistics MNC of the Year;

* Project Cargo Mover of the Year;

* Women Professional of the Year - Ms. Shantha Martin, CEO - ISC, Middle East, Africa (S & E).

* Allcargo received Container Freight Station Operator of the Year (Specific) Award and Most Diversified Logistics Company of the Year Award at the Gujarat Star Awards, 2014;

* Allcargo ranked at #209 in India''s Biggest Non-Financial Companies category across 500 companies, whereas your Company ranked #10 in the category ''Most Subsidiaries'' across 50 companies. Allcargo is also ranked at #49 in the category ''Biggest Donors'' across 70 companies in India by ''Business World'' in the Top 500 companies across India list;

* Allcargo was awarded with the ''Best Project Logistics Company of the Year'' and Mr. Shashi Kiran Shetty, Chairman & Managing Director of the Company was felicitated with the ''Lifetime Achievement Award'' at the ''8th Express Logistics & Supply Chain Conclave'';

* Mr. Shashi Kiran Shetty, Chairman & Managing Director, was conferred with highest civilian honour from the Royalty of Belgium the ''Distinction of Commander of the Order of Leopold II'' by H. M. King Philippe of Belgium;

* Allcargo has been awarded ''Asia''s Most Promising Brand'' in the logistics space for 2013-14 by World Consulting & Research Corporation (WCRC), a leading brand consulting firm and KPMG India; and

* Ms. Shantha Martin, CEO - ISC, Middle East, Africa (S & E), has been awarded the ''Business Leader Award'' at the annual World Women Leadership Congress & Awards, 2015 (WWLCA).

Your Company believes that our awards and recognitions are due to the hard work, enthusiasm and spirit of team work of the employees and thoughtful leaders whose novel thinking and innovative approach have led them to attain excellence in their field. These awards are a testimony of our commitment to the stakeholders of the Company and providing seamless integrated logistics solutions to our customers.

BOARD OF DIRECTORS

a. Number of Meetings of the Board of Directors

Your Board of Directors ("Board") meet at regular intervals at least four times in a year with a maximum time gap of not more than 120 days between two consecutive Meetings. Date of the Board Meetings are decided and communicated to the Directors well in advance. In case of exigencies or urgency of matters, resolutions are passed by circulation for such matters as permitted by law. The Board takes note of the resolutions passed by circulation at its subsequent Meeting. Additional Meetings of the Board are held as and when deemed necessary by the Board. Board Meetings are generally held at the Registered Office of the Company.

The agenda of the Meeting along with the explanatory notes and relevant papers thereof are generally sent 7 (seven) days in advance to the Directors to enable them to take informed decisions pursuant to the provisions of Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

During the year under review, 5 (five) Board Meetings were held on May 24, 2014, June 12, 2014, August 7, 2014, November 13, 2014 and February 12, 2015. The details of attendance of each Director at the Board Meetings is given in the ''Report on the Corporate Governance'' which forms part of this Annual Report.

b) Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shashi Kiran Shetty (DIN:00012754), Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment as Director liable to retire by rotation at the ensuing Annual General Meeting.

c) Appointment/Reappointment of Chairman & Managing Director

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges and applicable provisions of the Companies Act, 2013, the performance evaluation of Mr. Shashi Kiran Shetty, Chairman & Managing Director was carried out as per the criteria set by the Nomination and Remuneration Committee and based on its recommendation, the Board of Directors of your Company reappointed Mr. Shetty as the Chairman & Managing Director of the Company for the period of 5 years w.e.f. April 1, 2015, subject to approval of the Members at the ensuing Annual General Meeting.

As per Clause 49 of the Listing Agreement with the Stock Exchanges and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the brief profile and other relevant details of Mr. Shashi Kiran Shetty is given in the Explanatory Statement to the Notice. The Members are requested to refer the same.

d) Appointment of Independent Directors

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges and provisions of Section 149 of the Companies Act, 2013, your Company has requisite number of Independent Directors on its Board. Thus, the Company has complied with the requirements of the said provisions for appointment of Independent Directors during the year under review.

e) Statement on declaration given by Independent Directors u/s 149 (6) of the Companies Act, 2013

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

f) Directors/Key Managerial Personnel appointed/resigned during the year

During the year under review, Mr. Kaiwan Kalyaniwalla, Non-Executive Director of the Company resigned from the Board w.e.f. October 30, 2014 and Mr. Umesh Shetty, Executive Director of the Company, resigned from the Board w.e.f. November 6, 2014. Your Board of Directors would like to place on record their appreciation for the valuable contribution of Mr. Kaiwan Kalyaniwalla and Mr. Umesh Shetty during their association with the Company.

Your Company has Key Managerial Personnel comprising of Mr. Shashi Kiran Shetty, Chairman & Managing Director, Mr. Adarsh Hegde, Whole Time Director, Mr. Jatin Chokshi, Chief Financial Officer and Mr. Shailesh Dholakia, Company Secretary.

COMMITTEES OF THE BOARD

Your Company has 7 (Seven) Committees of the Board of Directors, as given below, in compliance with the Corporate Governance practices followed by the Company, the requirements of the relevant provisions of the Companies Act, 2013 and Rules made thereunder and the Listing Agreement with the Stock Exchanges.

* Audit Committee;

* Nomination and Remuneration Committee;

* Stakeholders'' Relationship Committee;

* Corporate Social Responsibility Committee;

* Strategy Committee;

* Finance, Risk and Legal Committee; and

* Executive Committee.

Details of compositions, meetings, terms of reference of the Committees and attendance of Committee Members at each Meeting are given in the ''Report on Corporate Governance'' of the Company which forms part of this Report.

RECOMMENDATION OF AUDIT COMMITTEE

During the year under review, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board has framed a policy on Directors, Key Managerial Personnel and other Senior Management Personnel appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other related matters in accordance with Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder and Clause 49 of the Listing Agreement with the Stock Exchanges.

The composition of Committee, terms of reference, policy on Directors, Key Managerial Personnel and other Senior Management Personnel appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a Director are given in detail in the section of Nomination and Remuneration Committee in the ''Report of Corporate Governance'' of the Company which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has constituted Corporate Social Responsibility Committee and formulated Corporate Social Responsibility (CSR) Policy in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Companies Act, 2013. The statutory disclosures with respect to the composition of CSR Committee, CSR Policy, CSR initiatives and programs and amount spent on CSR activities are given in the ''Annual Report on Corporate Social Responsibility of the Company'' as Annexure 1 which forms part of this Report. The CSR Policy can be accessed on the website of the Company (http://www.allcargologistics.com/investor-relations/ overview.aspx).

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND CHAIRMAN

As required under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, the Nomination and Remuneration Committee of the Board has set a criteria for performance evaluation of the Board, its Committees, Individual Directors and Chairman of the Company. Based on the criteria set by the Nomination and Remuneration Committee, questionnaire relating to performance evaluation of the Board, its Committees, individual Directors and Chairman of the Company was circulated to concerned Directors of the Company to provide their frank and unbiased comments/rating. Further, to eliminate biasness and to protect the confidentiality of comments/rating given during the performance evaluation process, an outside firm of experts was appointed to provide a report on the response received from Directors. The report of the expert firm was forwarded to the Chairman of the Nomination and Remuneration Committee for review and further evaluation.

Similarly, formal evaluation of performance of Non-Independent Directors, the entire Board and the Chairman of the Company taking into consideration views of Executive and Non-Executive Directors of the Company was carried by the Independent Directors at their separate Meeting by using questionnaire method and the outcome of such evaluation was sent to the Chairman of the Nomination and Remuneration Committee. Final outcome of formal evaluation carried by the Nomination and Remuneration Committee and Independent Directors was placed before the Board for its review and further actions.

Based on the outcome of performance evaluation, further measures/actions have been suggested to improve and strengthen the effectiveness of the Board, its Committees and contribution and participation by Individual Directors.

The criteria of formal annual evaluation of the Board, its Committees, Individual Directors and Chairman are given in detail in the ''Report on Corporate Governance'' of the Company which forms part of this Report.

CORPORATE GOVERNANCE

Your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of revised Clause 49 of the Listing Agreement with the Stock Exchanges. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continued its efforts in utilizing their expertise and involving them in all critical decision making processes.

A separate Report on Corporate Governance together with requisite certificate obtained from M/s. Mehta & Mehta, Practicing Company Secretaries, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on the business outlook and performance review for the year ended March 31, 2015, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate report which forms part of this Annual Report.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy pursuant to which the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as unethical behaviour, breach of Code of Conduct, actual or suspected fraud, ethics policy, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of any law, and retaliation against the Directors and employees, etc. Further, the mechanism adopted by your Company encourages the Whistle Blower to report genuine concerns or grievances, provides adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional circumstances. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.

During the year under review, the Company has not received any complaint through Vigil Mechanism.

None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are explained in the ''Report on Corporate Governance'' and are available in the section of Investor Relations on the website of the Company (http://www.allcargologistics.com/investor-relations/overview.aspx).

RISK MANAGEMENT POLICY

Your Company is engaged in the business of providing integrated logistics business solutions for National and International Trade, Warehousing, Transportation and handling of all kinds of Cargo, running Inland Container Depots, Container Freight Stations and Shipping Agents. Thus, your Company is prone to inherent business risks like any other organisation. With the objective to identify, evaluate, monitor, control, manage, minimize and mitigate identifiable business risks, your Board of Directors have formulated and implemented a Risk Management Policy.

The Company has adopted ISO 31000 frame work for risk management. Under the guidance of the Board, the Chief Assurance and Risk Executive facilitate dedicated risk workshops for each business vertical and key support functions wherein risks are identified, assessed, analysed and accepted/mitigated to an acceptable level within the risk appetite of the Company. The risk registers are also maintained and reviewed from time to time for risk mitigation plans and changes in risk weightage, if any. The Audit Committee of the Company monitors and manages the risks of the Company and reviews the risk registers of each business vertical and key support functions at least once in a year. Fraud Risk Assessment is also part of overall risk assessment. In every Audit Committee Meeting, the Chief Assurance and Risk Executive makes a presentation on risk assessment and minimization procedures undertaken as aforesaid.

The purpose of risk management is to achieve sustainable business growth, protect Company assets, safeguard shareholder investments, ensure compliance with applicable laws and regulations and avoid major surprises of risks.

The Policy is intended to ensure that an effective risk management framework is established and implemented within the Company.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE COMPANIES.

During the year under review, the following companies have become or ceased to be Subsidiaries, Joint Ventures and/or Associates:

COMPANIES WHICH BECAME SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:

Sr. Subsidiaries No.

1 Allcargo Logistics LLC

2 Allcargo Logistics Lanka (Private) Limited

3 Transindia Logistics Park Private Limited (became a wholly owned subsidiary)

4 FMA-Line France S.A.S

5 S.H.E. Maritime Services Limited, UK (became a wholly owned overseas subsidiary)

Joint Ventures & Associates

6 FCL Marine Agencies Gmbh (Hamburg)

7 FCL Marine Agencies Gmbh (Bermen)

8 FCL Marin Agencies Belgium (BVBA)

9 Fasder S.A.

10 Ecu Logistics Peru SAC

COMPANIES WHICH CEASED TO BE SUBSIDIARIES/JOINT VENTURES/ASSOCIATES:

Sr. Subsidiaries No.

1 Translogistik Internationale Spedition GmbH

2 ELV Multimodal C.A. (Merged with Administradora House Line)

3 Flamingo Line do Brasil Ltda

4 Ecu Enterprises Ltd.

5 Ecu Line Global Ltd.

6 Ecu Line China Ltd.

The Policy for determining Material Subsidiary as approved by the Board of Directors is uploaded on the website of the Company. (http://www.allcargologistics.com/investor-relations/overview.aspx)

A Statement containing the salient features of the financial statements including the performance and financial position of each of the Subsidiaries, Joint Ventures and Associates pursuant to the provisions of the Companies Act, 2013, is given in the prescribed Form AOC -1 as Annexure 2 which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements of the Company and all its Subsidiaries, Joint Ventures and Associates have been prepared in accordance with the Accounting Standard AS 21-Consolidated Financial Statements read with Accounting Standard AS 23-Accounting for Investment in Associates and AS 27-Financial Reporting of interest in joint ventures, which includes financial results of all its Subsidiaries, Joint Ventures and Associates.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Your Company is engaged in the business of providing infrastructural facilities as defined under Schedule VI of the Companies Act, 2013. Hence, the provisions of Section 186 of the Companies Act, 2013 are not applicable to your Company to the extent of loans given or guarantees/securities provided or investments made by the Company. However, the particulars of loans given, guarantees/ securities provided and investments made by the Company during the year under review, are provided as Annexure 3 which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES WITH JUSTIFICATION FOR SUCH CONTRACTS

All related party transactions that were entered into by the Company during the year under review were on an arm''s length basis and in the ordinary course of business except the appointment of Mr. Umesh Shetty and Mr. Armin Kalyaniwalla in the office or place of profits under Section 188 of the Companies Act, 2013, for which the Members approval was obtained by the Company. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee and also before the Board, as the case may be for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are certified by the Management and a statement giving details of all related party transactions entered are placed before the Audit Committee for its review on quarterly basis.

A policy of Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company (http://www.allcargologistics.com/investor-relations/overview.aspx).

The related party transactions that were entered during the financial year 2014-15, are given in the notes to financial statements as per Accounting Standard-18, which form part of this Annual Report.

In accordance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company reappointed Mr. Armin Kalyaniwalla, relative of Mr. Kaiwan Kalyaniwalla, Non-Executive Director (upto October 30, 2014), as CEO of Projects Division of the Company for the period of 3 (Three) years commencing from January 1, 2015 to December 31, 2017, under Section 188(1)(f) of the Companies Act, 2013. The Members of the Company approved reappointment of Mr. Armin Kalyaniwalla, at the 21st Annual General Meeting held on August 7, 2014.

In accordance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company reappointed Mr. Umesh Shetty, brother and relative of Mr. Shashi Kiran Shetty, Chairman & Managing Director, as CEO of Projects & Engineering Solutions Division of the Company for the period of 3 (Three) years commencing from January 1, 2015 to December 31, 2017, under Section 188(1)(f) of the Companies Act, 2013. The Members of the Company approved reappointment of Mr. Umesh Shetty, through postal ballot on December 30, 2014.

The particulars of transactions related to the appointment of above related parties are given in the prescribed Form AOC-2 as Annexure 4 which forms part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls (IFC) and believes that the same are commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and/or improved controls, wherever the effect of such gaps would have a material effect on the Company''s operations.

The Internal Audit Department check and assess the effectiveness and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company including its branches and subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

STATUTORY AUDITORS AND AUDIT REPORT

M/s. BSR & Co. LLP, Chartered Accountants, the joint Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and have expressed their unwillingness to be reappointed as joint Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

With a view to bring the statutory audit function of the Company and its overseas subsidiaries under common umbrella of connected audit firm and in recognition of regulatory changes in India and also with a view to remain at the forefront of the governance, the Company has received a special notice under Section 140(4)(i) of the Companies Act, 2013 from a Member of the Company proposing a resolution at the ensuing Annual General Meeting for appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, (FRN:101049W) as the joint Auditors of the Company in place of M/s. BSR & Co. LLP, the retiring Auditor.

Your Company has received consent cum eligibility letter from M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, (FRN:101049W) expressing their willingness to be appointed as joint Statutory Auditors of the Company and to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, the Audit Committee and the Board of Directors of the Company have, subject to approval of the Members, recommended change in the Statutory Auditors of the Company. A resolution proposing appointment of M/s. S. R. Batliboi & Associates LLP as the joint Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 is given in the Notice. Accordingly, the Audit Committee and Board of Directors recommended their appointment as joint Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 27th Annual General Meeting and to fix their remuneration.

M/s. BSR & Co. LLP, over the past 4 years, have successfully met the challenges that the size and scale of the Company''s operations pose for Auditors and have maintained the highest level of governance, rigour and quality in their audit. The Board places on record its appreciation for the services rendered by M/s. BSR & Co. LLP as the joint Statutory Auditors of the Company.

M/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, (FRN:117040W), were appointed as joint Statutory Auditors of the Company at the 21st Annual General Meeting and accordingly holds their office till the conclusion of ensuing Annual General Meeting. Being eligible, they have expressed their willingness for reappointment as joint Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received consent cum eligibility letter from M/s. Appan & Lokhandwala Associates, Chartered Accountants to the effect that their appointment, if approved, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, the Audit Committee and Board of Directors recommended their reappointment as joint Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

There are no audit qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Report.

There is no incident of fraud to be reported by the Auditors to the Audit Committee and Board during the year under review.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act 2013, your Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting its audit. The Report of Secretarial Auditor for the financial year 2014-15 is annexed to this report as Annexure 5 which forms part of this Report.

There are no audit qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in its Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the Directors'' report i.e. June 15, 2015.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees on the payroll of the Company in India, is provided as Annexure 6 which forms part of this report.

None of the employees who are posted and working in a country outside India, not being Directors or their relatives, draw remuneration more than RS. 60,00,000 (Rupees Sixty Lakhs Only) per annum or RS. 5,00,000 (Rupees Five Lakhs Only) per month.

During the year under review, the Managing Director of the Company have received remuneration of SGD 360,135 from Singapore based Subsidiary Company. The Whole Time Directors of the Company have not received any commission or remuneration from Subsidiary Companies.

In terms of Section 136 of the Companies Act, 2013, the Annual Report and Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Nomination and Remuneration Committee of the Company has affirmed at its Meeting held on May 21, 2015 that the remuneration paid to Executive Directors, Non-Executive Directors and other Senior Management Employee is as per the remuneration policy of the Company.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Company''s Employee Stock Option Plan 2006 (ESOP) expired on January 11,2013. Thus, the disclosure relating to ESOP of the Company pursuant to Rule 12(9) of the Companies (Accounts) Rules, 2014 and Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are not required.

CREDIT RATING

Your Company continues to enjoy top-notch credit rating for its long term and short term credit facilities obtained from various Banks. CRISIL has reaffirmed the Company''s rating AA-/Stable for its long term debt and A1 for its short term debt. The rating denotes high degree of safety regarding timely servicing of financial obligation. Your Company has also received A1 rating from CARE for its Commercial Paper issue.

SAFETY, HEALTH AND ENVIRONMENT

Your Company inclined towards bringing safety and environment awareness among its safety measures. It also believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees. Successfully managing Health & Safety risks is an essential component of our business strategy. The Company has identified Health & Safety risk arising from its activities and has put proper systems, processes and controls mechanism to mitigate them.

The Company has been taking various initiatives and participating in programs of safety and welfare measures to protect its employees, equipment''s and other assets from any possible loss and/or damages. To implement such safety and welfare measures, the Company has formulated various policies such as Drug & Alcohol Policy, Occupational Health Policy, Driver & Vehicle Safety Policy, Mobile Telephone Policy, Smoking Policy etc.

The Project & Equipments division of Allcargo has successfully renewed its OHSAS 18001:2007 Standards Certification as well as Lifting Equipment Engineers Association (LEEA) Certification. It is a testimony that the Company is maintaining very high safety standards as well as ensures the use of quality equipment''s and followed the best Health & Safety practices as per LEEA standards.

The following safety measures are being taken at various locations:

* Fire & Safety drills are conducted for all Employees and Security Personnel.

* All Fire hydrants are monitored strictly, as the preparedness for emergency.

* All equipment''s are tested periodically to verify its safe load working condition. Fitness Certificates are issued based on the compliance of the safety norms.

* Safety Awareness Campaign, Safety week, Environment day are being held/celebrated at each workplace to improve the awareness of employee.

* Regular training/skills to staff, and contractors, to inculcate importance of safety among them.

* Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact of families.

* Accident prone routes identified and supervisors allocated have control over the vehicle movement.

* OHSAS audits and Fire & Safety audits are conducted by competent agencies at regular intervals.

* Fortnightly visit by Doctors to office for medical counseling to employees.

* HazMat training and Terrorist Threat Awareness training are provided to all Container Freight Stations employees.

* Medical Health check-up of all employees are conducted at regular intervals

* CCTV & Safety alarms are installed at each locations

* All equipment''s are mandatory ensured with PUC.

* Each equipment is put through comprehensive Quality Audit & Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per specifications by various OEMs.

* Green initiatives are taken at various locations to protect the environment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE.

During the year under review, no significant and material orders have been passed against the Company by any Regulators or Courts or Tribunals impacting the Company''s going concern status and operations in future.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is provided as Annexure 7 which forms part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A Complaints Committee (CC) has been set up to redress complaints received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaints of sexual harassment of women at workplace from any employees during the year under review.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, an extract of the Annual Return of the Company for the year ended March 31, 2015, is provided in the prescribed Form MGT - 9 as Annexure 8 which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that-

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

b) the Directors had selected such accounting policies and applied them consistently and 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and co-operation extended by the Government of India, Governments of various countries, concerned State Governments, other Government Departments, Authorities and Agencies, the Stakeholders, Business Associates, Banks, Financial Institutions, Customers, Vendors and Service Providers during the year.

Your Directors also wish to place on record the deep appreciation for the hard work, dedication and commitment shown by the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

For and on behalf of the Board of Directors



Shashi Kiran Shetty Chairman & Managing Director (DIN:00012754)

Place: Mumbai Date: June 15, 2015


Mar 31, 2014

The Directors take pleasure in presenting the Twenty First Annual Report of the Company, both on Standalone and Consolidated basis, together with Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year under review is summarized below:

(Rs. in Lakhs)

Particulars For the Year Ended

Standalone Results Consolidated Results March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013

Sales & Other Income 102,204 108,235 489,593 399,245

Profit Before Interest, Depreciation / Amortization and 23,371 27,171 42,781 42,234 Taxes

Interest 2,863 2,667 5,632 4,144

Depreciation & other amortisation 13,475 11,676 17,546 14,735

Profit Before Tax 7,033 12,828 19,603 23,354

Provision For Tax 1,421 1,273 4,159 5,121

Profit After Tax 5,612 11,555 15,444 18,233

Profit attributable to Minority Interest - - (511) (1,294)

Share of Profit of Associates - - - 35

Profit brought forward from previous year 54,322 46,219 81,422 67,456

Amount available for Appropriations 59,886 57,774 96,409 84,881 Appropriations:

Proposed Dividend 1,891 1,883 1,891 1,882

Tax on Dividend 321 320 321 320

Transfer to General Reserve 561 1,156 561 1,156

Transfer to Tonnage Tax Reserve - - 18 -

Transfer to Capital Redemption Reserve - 83 - 101

Profit carried to Balance Sheet 57,113 54,332 93,615 81,422

REVIEW OF OPERATIONS

The year under review was very challenging for your Company as macroeconomic environment continued to remain unstable and volatile and slow down of the Indian as well as global economy affected the trade flows. These uncontrollable factors have impacted performance of your Company under review. However your Company continued to remain focused on its strategic goals and in order to further strengthen the LCS and FCL business globally, your Company has made two major acquisitions outside India viz. 100% stake in US based Econocaribe Consolidators and 75% stake in Netherland based FCL Marine Agencies.

Econocaribe Consolidatores, established in 1968, is a leading Less then Container Load (LCL) consolidator (NVOCC) in the United States. With its headquarters in Miami, Florida, Econocaribe Consolidators has 9 offices in the United States and 22 receiving terminals throughout the United States and Canada, as well as partners across the world. Econocaribe Consolidators specializes in freight consolidation and Full Container Load (FCL) services to Latin America, the Caribbean, Europe, the Mediterranean, the Middle East, Africa and Asia. They also offer import LCL/FCL transportation services from around the world into the United States and Puerto Rico. Ecu Line offices had been working since last 6 years in the United States, engaging Econocaribe Consolidators as its agent. This acquisition now enables Ecu Line to complete its service offerings, both in terms of global capabilities and coverage. The acquisition also increases Ecu Line''s foot hold in the US market, which will facilitate growth into and out of US market and rest of the world being the largest economy in the world.

FCL Marine Agencies Rotterdam is a leading neutral NVO service provider in FCL segment, operating in Europe, USA and Canada. With Ecu-Line''s global leadership as a neutral LCL provider with network across 90 countries and 200 own offices globally, its acquisition of FCL Marine Agencies Rotterdam, is a step forward to consolidate its global leadership and cater to its customer''s request for a neutral Full Container Load (FCL) service through its global network and benchmark services. Taking into consideration the evolving global requirements of customers, Ecu-Line has taken this step to provide them with world class FCL services.

Both these acquisitions have been successfully integrated with the Company. In addition, your Company has continued to put in serious efforts to strengthen its customer-centric approach and its ability to innovate customer specific solutions to focus on pricing and aggressive marketing strategy and to undertake disciplined project executions, coupled with prudent financial and human resources management and better control over costs. The Government has also recently taken a number of measures to fast track infrastructure and industrial growth. It is expected that the years ahead would bring new opportunities in the key business areas that your Company is focused on.

Consolidated Performance:

Your Company has earned total revenue of Rs. 489,593 Lakhs and earned a net Profit after minority interest of Rs. 14,933 Lakhs as compared to revenue of Rs.399,245 Lakhs and net Profit after minority interest of Rs. 16,974 Lakhs in preceding financial year, representing growth of 23% in total revenue & drop of 12% in net Profit. The growth in revenue is mainly on account of increase in volume which includes the two acquisition made during the year under review. Drop in net Profit was mainly attributable to increased finance cost and one time write off of goodwill arising out of the merger of MHTC Logistics Pvt.Ltd. with the Company. Earning before interest, tax and depreciation (EBITDA) is Rs.42,781 Lakhs as compared to Rs.42,234 Lakhs in preceding financial year, representing marginal growth of 1%.

Stand-alone Performance:

Your Company has earned total revenue of Rs. 102,204 Lakhs and earned a net Profit of Rs. 5,612 Lakhs as compared to revenue of Rs. 108,235 Lakhs and net Profit of Rs. 11,555 Lakhs in the preceding financial year, representing drop of 6% in total revenue & drop of 51% in net Profit. The drop in net Profit was mainly attributable to the one time write off arising out of the merger of MHTC Logistics Pvt. Ltd. with the Company and increase in finance cost. Earnings before interest, tax and depreciation (EBITDA) is Rs. 23,371 Lakhs as compared to Rs. 27,171 Lakhs in preceding financial year, representing drop of 14%. The drop in EBITDA is mainly on account of increase in finance cost.

The company is now coming back on a strong growth path having exited the year with a one billion dollar turnover rate and its efforts to improve efficiency, productivity and Profitability will improve overall returns. For detailed segment wise performance, members are requested to refer to the Management Discussion and Analysis Report annexed to this report.

APPROPRIATIONS

Considering the performance of the Company during the year under review, your Directors are pleased to recommend a dividend @ 75% i.e. Rs. 1.50 per equity share of Rs. 2 each.

The Dividend, if approved by the members at the ensuing Annual General Meeting, will absorb a sum of 2,212 Lakhs including dividend distribution tax.

SUBSIDIARY COMPANIES

The operating performance of various subsidiaries were also affected since the macroeconomic environment remain unstable and volatile but nevertheless the subsidiaries put their best efforts to sustain such turbulent times and achieved sustainable growth during the year under review.

Considering the Group''s policy on gaining 100% control over the affairs of subsidiary companies across the globe, your Company has acquired / increased its stake in following indirect subsidiary companies, during the year under review.

i. Acquired balance 40% stake in Ecu Line Australia Pty Ltd as a result Ecu Line Australia Pty Ltd has become 100% subsidiary of Ecuhold NV;

ii. Acquired balance 40% stake in Ecu Line New Zealand Ltd as a result Ecu Line New Zealand Ltd has become 100% subsidiary of Ecuhold NV;

iii. Increased stake to 90% by acquiring 10% stake in Translogistik International Spedition GmbH, Germany;

iv Acquired 75% stake in FCL Marine Agencies BV, Netherland;

v. Acquired balance 30% stake in Ecu-Line Peru SA and Flamingo Line del Peru SA and as a result Ecu-Line Peru SA and Flamingo Line del Peru SA have become 100% subsidiary of Ecuhold NV;

vi. Acquired balance 49% stake in Ecu-Line Switzerland GmbH as a result Ecu-Line Switzerland GmbH has become 100% subsidiary of Ecuhold NV;

vii. Increased stake to 82% by acquiring 19% stake in SHE Maritime Services Ltd.;

viii. Acquired 100% stake in Econocaribe Consolidators, Inc., Econoline Storage Corp. and ECI Customs Brokerage through Prism Global, LLC, the wholly owned subsidiary of Ecuhold NV;

During the year under review, your Company has divested its stake in the following joint venture companies, as they are no longer relevant to its requirements .

i. Divested stake held in Transworld Logistics & Shipping Services LLC, a joint venture company;

ii. Divested stake held in Sealand Warehousing Pvt.Ltd. and Gujarat Integrated Maritime Complex Pvt.Ltd.

The stand-alone audited financial statements of all subsidiaries operating in India and Overseas are not attached to this report in view of the general exemption granted under Section 212 of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its Circular No.51/12/2007– CL-III dated February 8, 2011 and February 21, 2011. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies along with a statement of financial highlights of subsidiaries operations providing relevant details are attached and form part of this Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and related information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standard AS-21 -Consolidated Financial Statements read with Accounting Standard AS 23-Accounting for Investment in Associates and Accounting Standard AS 27-Financial Reporting of interest in joint Ventures, which includes financial results of its subsidiaries, joint ventures and associate companies and forms part of this Annual Report.

EMPLOYEES STOCK OPTION PLAN 2006

Disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, relating to the Company''s ESOP Scheme as on March 31, 2014 are set out in Annexure II annexed to this report. The ESOP Scheme had a validity period of 7 years from the date of its formation and accordingly has expired on January 11, 2013.

A certificate from the Statutory Auditors of the Company M/s. B S R & Co. LLP, Chartered Accountants, Mumbai and M/s Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, with respect to the implementation of Company''s ESOP Scheme, will be placed before the Members at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days, except Saturday and Sunday, between 11.00 a.m. to 2.00 p.m., upto the date of Annual General Meeting.

AMALGAMATION OF MHTC LOGISTICS PVT.LTD

The Scheme of Arrangement between the Company, MHTC Logistics Pvt. Ltd., and their respective shareholders and creditors made u/s 391 to 394 of the Companies Act, 1956 read with section 78, 100 to 103 of the Companies Act, 1956, for amalgamation of MHTC Logistics Pvt.Ltd., the wholly owned subsidiary of the Company, with the Company was sanctioned by the Hon''ble Bombay High Court vide order dated December 6, 2013. Pursuant to the said Court order, MHTC Logistics Pvt.Ltd. the wholly owned subsidiary of the Company, has been amalgamated with the Company with effect from April 1, 2012 ("The Appointed Date”). The authenticated copies of the Court order along with the Scheme have been filed with the Registrar of Companies, Mumbai, Maharashtra by the Company and MHTC Logistics Pvt.Ltd. on January 24, 2014 and accordingly the Scheme has become effective from that date. Accordingly, the financial statements of MHTC Logistics Pvt. Ltd. for the year ended March 31, 2014, have been considered in the financial statements of the Company.

The Company has carried out the accounting treatment prescribed in the Scheme as approved by the Hon''ble Bombay High Court. The required disclosures for accounting of Scheme as per the "Pooling of Interest Method” as given under Accounting Standard 14 (AS 14) "Accounting for Amalgamations” as prescribed under the Companies (Accounting Standards) Rules 2006 have been provided. Accordingly in accordance with the approved Scheme:

a) The Company has taken over all the assets aggregating to Rs. 3,540 Lakhs and liabilities aggregating to Rs. 2,081 Lakhs at their respective book values. As per the Scheme the identity of reserves of MHTC is required to be maintained by the Company as on the Appointed Date aggregating to Rs. 1,438 Lakhs. On cancellation of investments made by the Company in MHTC against the share capital and the net assets of MHTC taken over as on the Appointed Date there was a deficit of Rs. 3,410 Lakhs which has been debited to the "Goodwill Account” of the Company.

b) The Goodwill has been amortized fully during the financial year 2013-14.

c) Prior to the Appointed Date, MHTC was holding 373,491 equity shares of the Company. As a consequence of and as per the approved Scheme of Arrangement the aforesaid investment of MHTC in the Company has been cancelled and accordingly the share capital of the Company stands reduced by Rs. 7 Lakhs and the Securities Premium Account of the Company stands reduced by Rs. 635 Lakhs.

d) In terms of the Scheme, the Appointed Date of the amalgamation being April 01, 2012, the net loss of the MHTC during the financial year 2012-13 aggregating to Rs. 88 Lakhs has been transferred, to the extent not accounted already, to the surplus in the Statement of Profit and Loss in the books of the Company upon amalgamation.

e) No further consideration is payable or receivable on implementation of the Scheme as it involves amalgamation of a wholly owned Subsidiary with the Company.

SHARE CAPITAL AND LISTING OF SHARES

Pursuant to the Scheme of Arrangement between the Company, MHTC Logistics Pvt. Ltd., and their respective shareholders and creditors made u/s 391 to 394 of the Companies Act, 1956 read with section 78, 100 to 103 of the Companies Act, 1956, becoming effective, equity shares held by MHTC Logistics Pvt. Ltd. in the Company has been cancelled and accordingly the issued, subscribed and paid up share capital of the Company stands reduced from Rs. 252,842,506 divided into 126,421,253 equity shares of Rs. 2 each fully paid to Rs. 252,095,524 divided into 126,047,762 equity shares of Rs. 2 each fully paid.

The Equity Shares of the Company are listed and traded in compulsory dematerialized form on the BSE Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fees and Annual Custody fees to the Stock Exchanges and Depositories up-to-date.

AWARDS AND RECOGNITION

The year under review was very special for your Company as it has received many awards and recognitions for the significant contribution made by your Company in development and growth of the logistic industry.

- Allcargo Logistics was awarded as the ''LCL Consolidator of the Year in Northern India'' at North India Multimodal Logistics Awards, 2014;

- Allcargo''s NVOCC division was conferred with ''LCL Consolidator of the Year'' award, at the 5th edition of the South East Cargo & Logistics Awards 2013;

- Allcargo''s NVOCC division was awarded ''LCL Consolidator of the Year'' at Cargo & Logistics Awards 2014;

- Allcargo Logistics was awarded the ''Best CFS Operations'' by Indian Chamber of Commerce (ICC) at the ICC Supply Chain and Logistics Excellence Awards 2014;

- Allcargo''s CFS at JNPT ''Transindia Logistics Park'' was awarded with ''Container Freight Station Operator of the Year'' at the Maritime and Logistics Awards (MALA) 2013;

- Allcargo''s IT & CFS teams were honoured with the ''EDGE (Enterprise Driving Growth & Excellence through IT) Award'' by Information Week for the RFID Project implementation at CFS locations;

- Allcargo''s equipment division was awarded ''Best Service Provider'' by D P World consecutively for the 2 time;

- Allcargo''s Project and Engineering division was awarded with ''Heavy Lift Mover of the Year'' at the Maritime and Logistics Awards (MALA) 2013;

- India''s leading investment journal Dalal Street in its ''Elite 100'' list of top 100 companies across India, ranked Allcargo Logistics at #91;

- In the listing of ''The Economic Times - India''s Biggest 500 Companies'', Allcargo Logistics was listed at #221 amongst the top 500 biggest companies across India. Last year Allcargo was ranked at #226;

- Businessworld in its ''The BW Real 500'' listing ranked Allcargo 216th among India''s Top 500 Non-Financial companies and also ranked Allcargo 9 among companies with most number of subsidiaries;

- Avvashya house, the corporate headquarters of Allcargo, received ''Leed India for Core & Shell Silver Rating'' from Indian Green Building Council for achieving Green Building Standards;

- Allcargo''s Corporate Social Responsibility (CSR) initiatives under the Avashya Foundation was conferred with ''Corporate Social Responsibility'' at the Maritime and Logistics Awards (MALA) 2013;

- Allcargo''s Executive Chairman Mr. Shashi Kiran Shetty was conferred with ''Business Leader & Visionary of the Year'' award at the Maritime and Logistics Awards (MALA) 2013;

- Maharashtra Chambers of Commerce Industry & Agriculture (MACCIA) and IBN Lokmat, conferred Mr. Shashi Kiran Shetty with ''Excellence in the Logistics, Transport and Hospitality'' Award'';

- Business World in its nationwide survey ranking ''India''s Most ''Valueable CEOs'' ranked Mr. Shashi Kiran Shetty at 61 position amongst the top performers in the country.

- Mr. Shashi Kiran Shetty was conferred with ''Business Leader of the Year'' by CHEMTECH Foundation at the ''Leadership Excellence Award 2014;

- Ms. Shantha Martin, CEO - ISC, Middle East, Africa (S&E) was conferred ''CEO of the Year'' award at the International Women''s Leadership Forum''s Women''s Leadership & Innovation Awards, 2014;.

Your Company believes that winning of such recognitions was due to the hard work, passion and spirit of team work of the employees and thoughtful leaders, whose novel thinking and innovative approach have led them to attain excellence in their field. These awards are a testimony to the commitment to the stakeholders of the Company and seamless integrated logistics solutions.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Kaiwan Kalyaniwalla and Mr. Umesh Shetty, Directors of the Company, retire by rotation at this Annual General Meeting. Being eligible, they offer themselves for re-appointment. The Board recommends their re-appointment.

In accordance with the provision of the erstwhile provisions of the Companies Act, 1956 and that of Articles of Association of the Company, Mr. Keki Elavia and Mr. Hari Mundra, Non-Executive Independent Directors, retire at the ensuing Annual General Meeting. The Company has received notices in writing from members proposing Mr. Keki Elavia and Mr. Hari Mundra for appointment as Independent Directors of the Company for a fixed term of 5 years upto March 31, 2019. The Board recommends their appointment at the ensuing Annual General Meeting.

Mr. Mohinder Pal Bansal and Prof. Jayaraman Ramachandran were appointed as Non-Executive Independent Directors of the Company liable to retire by rotation in accordance with the provision of the erstwhile provisions of the Companies Act, 1956. The Company has received notices in writing from members proposing Mr. Mohinder Pal Bansal and Prof. Jayaraman Ramachandran for appointment as Independent Directors of the Company for a fixed term of five years upto March 31, 2019. The Board recommends their appointment at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company Confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of directors seeking appointment and re-appointment as required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, are included in the Corporate Governance Report annexed to this Annual Report.

AUDITORS

M/s B S R & Co.LLP, Chartered Accountants, Mumbai (ICAI Registration No. 101248W), and M/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, (ICAI Registration No. 117040W) the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting. M/s B S R & Co.LLP and M/s Appan & Lokhandwala Associates, being eligible, have expressed their willingness for re-appointment at the ensuing Annual General Meeting,

The Company has received letters from M/s B S R & Co.LLP and M/s Appan & Lokhandwala Associates, to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013. The Audit Committee and Board of Directors recommend re-appointment of M/s B S R & Co.LLP and M/s Appan & Lokhandwala Associates, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

INTERNAL AUDIT

The Company has an adequate internal audit system implemented by an in-house department and supported by independent Chartered Accountant firms to carry out audit of various branches and functions of the Company and its subsidiaries.

Systems, procedures and processes are being upgraded / implemented to further strengthen the existing internal control measures, procedures and processes to increase operational efficiencies and to safeguard the Company from any fraud, misrepresentation and non-compliance with statutory requirements.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made there under.

CREDIT RATING

Your Company continues to have highest domestic credit rating for its long term and short term credit facilities obtained from various Banks. CRISIL has re-affirmed AA-/Stable for its long term debt and A1 for its short term debt. The rating denotes high degree of safety regarding timely servicing of financial obligation.

SAFETY, HEALTH AND ENVIORNMENT

Your Company believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees at each work location. Successfully managing Health & Safety risks is an essential component of our business strategy. The Company has identified Health & Safety risk arising from its activities and has put proper systems, processes and controls mechanism to mitigate them.

The Company has been taking various safety and welfare measures to protect its employees, equipments and other assets from any possible loss and / or damages. To implement such safety and welfare measures, the Company has formulated various policies such as Drug & Alcohol Policy, Occupational Health Policy, Driver & Vehicle Safety Policy, Mobile Telephone Policy, Smoking Policy etc.

The Equipment Hire Division is OHSAS compliant and a member of the globally recognized Lifting Equipment Engineers Association (LEEA, UK) and ISO certified. All Custom Freight Station (CFS) / Inland Container Depot (ICD) are certified for Occupational Health & Safety Management Systems (OHSAS)

The following safety measures are being taken at various locations:

- Fire & Safety drills are conducted for all employees and Security personnel.

- All Fire hydrants are monitored strictly, as the preparedness for fre emergency.

- All equipments are tested periodically to verify its safe load working condition. Fitness certificates are issued based on the compliance of the safety norms.

- Safety Awareness Campaign, Safety week, Environment day are being held / celebrated at each location to improve the awareness of employee.

- Regular training/skills to staff, and contractors, to inculcate importance of safety among them.

- Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact of families.

- Accident porn routes identified and supervisors allocated have control over the vehicle movement.

- OHSAS audits and Fire & Safety audits are conducted by competent agencies at regular intervals.

- Fortnightly visit by Doctors to office for medical counseling to employees.

- HazMat training is provided to all CFS employees.

- Terrorist Threat Awareness Training is provided to CFS employees

- Medical Health check-up of all employees are conduced at regular intervals

- CCTV & Safety alarms are installed at each locations

- All equipments are mandatory ensured with PUC.

- Each equipment is put through comprehensive Quality Audit & Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per specifications by various OEMs.

- Green initiatives are taken at various locations to protect the environment.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has committed itself to making a difference in the lives of underprivileged and economically challenged citizens of our country. Allcargo''s Corporate Social Responsibility (CSR) initiatives, through ''Avashya Foundation'' a non Profit organization and in collaboration with various NGOs across India, believes in nurturing inclusive development with a human touch. Your Company''s CSR activities focus is to take each initiative beyond philanthropy and promote people centric inclusive development with the active participation of the community at all levels. Allcargo''s CSR initiatives aim to support:

Natural Disaster Relief by providing immediate and life essential supply of water, food and medicine to regions of India effected by natural disasters such as drought, food, earthquakes, and other calamities.

Health Care by providing critical medical assistance for curative and preventive health care. Essential and life saving medicines and medical treatment are being made available to all underprivileged and economically challenged section of the society across rural and urban regions of India.

Education for children and adults across the underprivileged and economically challenged sections of the rural as well as urban society. Created a platform for financial assistance, student''s scholarships & adoption programs, parents awareness campaigns and education support infrastructure.

Women Empowerment by providing a platform for all women across the varied sections of the society for making a better living through education, skills development and employment programs, to support themselves and their families.

Environmental Sustainability by focusing on creating awareness towards sustainable environmental practices in terms of infrastructure development, alternative energy, conservation of resources and training people to be more conscious, responsible and accountable to the environment.

As required under the Companies Act, 2013, your Board has constituted the Corporate Social Responsibility (CSR) Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

For more details on CSR activities of the Company, members are requested to read the Corporate Social Responsibility Section of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors Confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and 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 as at March 31, 2014 and of the Profit of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care 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; and

(d) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in utilizing their expertise and involving them in all critical decision making processes.

A separate report on Corporate Governance together with requisite certificate from M/s. Mehta & Mehta, Practicing Company Secretaries, Confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed and forms a part of the Annual Report.

The declaration regarding compliance with the Code of Conduct prescribed by the Company for Directors and Management Personnel forms part of the report on Corporate Governance.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in Annexure I annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. A member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and co-operation extended during the year by the Government of India, Governments of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Service Providers.

Your Board also wishes to place on record their appreciation for the dedication and commitment shown by the employees at all levels who have contributed to the success of your Company.

For and on behalf of the Board of Directors

Shashi Kiran Shetty

Chairman & Managing Director

Place: Mumbai

Date: June 12, 2014


Mar 31, 2013

To, The Members of Allcargo Logistics Limited

The Directors take pleasure in presenting the Twentieth Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

Your Company''s performance during the year under review is summarized below:

(Rs. in Lakhs) For the Year Ended Particulars March 31, 2013 March 31, 2012 (12 months) (15 months)

Sales & Other Income 108,233 113,157

Proft Before Interest, Depreciation and Taxes 27,177 36,005

Interest 2,673 5,055

Depreciation 11,676 8,904

Provision For Tax 1,273 3,640

Proft After Tax 11,555 18,406

Proft brought forward from previous year 46,219 31,939

Amount available for Appropriations 57,774 50,345

Appropriations:

Interim Dividend 1,305

Tax on Interim Dividend 212

Proposed Dividend 1,883 653

Tax on Dividend 320 106

Transfer to General Reserve 1,156 1,850

Proft carried to Balance Sheet 54,332 46,219

REVIEW OF OPERATIONS

The year under review was challenging and opportunistic for your Company as macroeconomic environment continued to remain unstable and volatile and slow down of the Indian as well as global economy. In-spite of all odds and adversities, your Company has achieved the growth which is grossly attributable to Company''s customer-centric approach and its ability to innovate customer specifc solutions, focus on pricing and aggressive marketing strategy, disciplined project exEcutions, focused management approach, prudent fnancial and human resources management and ensuring better control over cost.

Overall, the company is on a strong growth path and its efforts to improve effciency, productivity and proftability will improve overall returns. Members are requested to refer Management Discussion and Analysis Report annexed to this report for detailed segment wise performance.

APPROPRIATIONS

Considering the proftable performance of the Company during the year under review, your Directors are pleased to recommend a dividend @ 75% i.e. Rs. 1.50 per equity share of Rs. 2 each.

The Dividend, if approved by the members at the ensuing Annual General Meeting, will absorb a sum of Rs. 2,218 lakhs including dividend distribution tax.

SUBSIDIARY COMPANIES

The operating performance of various subsidiaries were also affected due to the macroeconomic environment being unstable and volatile but nevertheless the subsidiaries put their best efforts to sustain such turbulent times and achieved sustainable growth during the year under review.

During the year under review, your Company has increased the stake in following subsidiary companies:

(i) Acquired balance 15% stake in Ecu Line (Johar Bahru) SDN BHD, Malaysia as a result Ecu Line (Johar Bahru) SDN BHD has become 100% subsidiary of Ecuhold NV

(ii) Acquired balance 10.07% stake in aEcu Line (Indian Ocean Island) Ltd, Mauritius as a result aEcu Line (Indian Ocean Island) Ltd has become 100% subsidiary of Ecuhold NV

(iii) Acquired 9.75% stake in Translogistik International Spedition Gmbh by HCL Logistics NV. Pursuant to such acquisition of additional stake, total holding in Translogistik International Spedition Gmbh increased to 80.27%

The stand-alone audited fnancial statements of all subsidiaries operating in India and Overseas are not attached to this report in view of the general exemption granted under Section 212 of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its Circular No.51/12/2007– CL-III dated February 8, 2011 and February 21, 2011. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies along with a statement of fnancial highlights of subsidiaries operations providing relevant details are attached and form part of this Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and related information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered offce of the Company and its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standard AS-21 -Consolidated Financial Statements read with Accounting Standard AS 23-Accounting for Investment in Associates and Accounting Standard AS 27-Financial Reporting of interest in joint Ventures, which includes fnancial results of its subsidiaries, joint ventures and associate companies and forms part of this Annual Report.

EMPLOYEES STOCK OPTION PLAN 2006

Disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, relating to the Company''s ESOP Scheme as on March 31, 2013 are set out in Annexure II annexed to this report. The Company has not granted any new stock options to its employees during the year under review. The ESOP Scheme had a validity period of 7 years from the date of its formation and accordingly has expired on January 11, 2013.

A certifcate from the Statutory Auditors of the Company M/s. B S R & Co., Chartered Accountants, Mumbai and M/s Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, with respect to the implementation of Company''s ESOP Scheme, will be placed before the Members at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Offce of the Company on all working days, except Saturday and Sunday, between 11.00 a.m. to 2.00 p.m., upto the date of Annual General Meeting.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company has, in accordance with the provisions of Sections 77A, 77AA and 77B and all other applicable provisions of the Companies Act 1956 and the provisions contained in the SEcurities and Exchange Board of India (Buy Back of SEcurities) Regulations, 1998, bought back 4,136,449 equity shares of Rs. 2 each from the open market through stock exchanges at an average price of Rs. 139.69 per equity shares for an aggregate consideration of Rs. 57.78 crore (exclusive of Brokerage, Service Tax, SEcurities Transaction Tax, Stamp Duty, Exchange Transaction Charges and SEBI fees), being approximately 77.05% of the Maximum Offer Size of Rs. 75 crores. The Company has extinguished all the Equity Shares so bought back as aforesaid.

Pursuant to the buyback of equity shares, the total paid up capital of the Company has reduced from Rs. 261,094,644 comprising of 130,547,322 equity shares of Rs. 2 each fully paid to Rs. 252,821,746 comprising of 126,410,873 equity shares of Rs. 2 each fully paid.

The Equity Shares of the Company are listed and traded in compulsory dematerialized form on the BSE Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fees and Annual Custody fees to the Stock Exchanges and Depositories up-to-date.

AMALGAMATION OF MHTC LOGISTICS PVT.LTD

Your Board of Directors at its meeting held on February 14, 2012 had approved de-merger of the Project Division of MHTC Logistics Pvt. Ltd., the wholly owned subsidiary of the Company, in favour of the Company effective from April 01, 2012, subject to necessary approvals of the stake holders and the Hon''ble Bombay High Court. However, the Board of Directors of the Company at its meeting held on August 7, 2012 reconsidered its earlier decision of de-merger and approved amalgamation of MHTC Logistics Pvt. Ltd. with the Company effective from April 01, 2012 ("The Appointed Date"), subject to obtaining necessary approvals of the stake holders and the Hon''ble Bombay High Court.

The Company has obtained the approval of the Members to the Scheme of Arrangement at the Court convened general meeting held on February 25, 2013. Pending the approvals of the Hon''ble Bombay High Court and other statutory and regulatory authorities, the effect of the Scheme of Arrangement has not been given in the audited fnancial statements for the year under review.

AWARDS AND RECOGNITION

The year under review was very special for your Company as it has received many awards and recognitions for the signifcant contribution made by your Company in development and growth of the logistic industry.

- Mr. Shashi Kiran Shetty, the Chairman and Managing Director of the Company, felicitated as the Global Indian Maritime Personality by Maharashtra Chamber of Commerce, Industry and Agriculture (MACCIA); Hall of Fame for being the First Indian Global Forwarder by FFFAI; Crowned as the News Maker of the Year - MALA Awards 2012

- "Most Well Diversifed Business Enterprise" – Citi Commercial Bank & Economic Times.

- LCL CONSOLIDATOR OF THE YEAR AWARD at the South East CEO Conclave and Awards 2012

- Winner of HEAVY LIFT Mover of the YEAR 2012 – MALA Awards 2012

- Outstanding Contribution in Logistics (Infrastructure Category) Award by EPC World Awards 2012

- Freight Forwarder of the Year- Project Cargo award at 4th CONquEST 2013.

- Allcargo Shipping Co. Pvt. Ltd, the wholly owned subsidiary of the Company, adjudged ''Best Shipping Line of the Year – Break Bulk Operator'' at the Gujarat Star Awards

- "Leadership and Innovation" category award by International Women Leadership Forum (IWLF) Award to Ms. Shantha Martin (Individual capacity)

Your Company believes that winning of such recognitions was due to the hard work, passion and spirit of team work of the employees and thoughtful leaders, whose novel thinking and innovative approach have led them to attain excellence in their feld. These awards are a testimony to the commitment to the stakeholders of the Company and seamless integrated logistics solutions.

DIRECTORS

The Board of Directors of the Company has co-opted Prof. Jayaraman Ramachandran as Additional Director on the Board of the Company u/s 260 of the Companies Act, 1956. Prof. Ramachandran is a Non ExEcutive Independent Director and shall hold offce upto the date of the ensuing Annual General Meeting. The Company has received notice u/s 257 of the Companies Act, 1956 from a member proposing his candidature for the offce of Director at the ensuing Annual General Meeting of the Company. The Board recommends his appointment at the ensuing Annual General Meeting.

Mr. Satish Gupta, Independent Non ExEcutive Director, has resigned as Director of the Company w.e.f. May 20, 2013. Your Board places on record its deep appreciation for the valuable services and guidance given by Mr. Satish Gupta during his tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and that of Articles of Association of the Company, Mrs. Arathi Shetty, Mr. Adarsh Hegde and Mr. Mohinder Pal Bansal, Directors of the Company, retire by rotation at this Annual General Meeting. Being eligible, they offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of Prof. Ramachandran, Mrs. Arathi Shetty, Mr. Adarsh Hegde and Mr. Mohinder Pal Bansal as required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, are included in the Corporate Governance Report annexed to this Annual Report.

AUDITORS

M/s B S R & Co., Chartered Accountants, Mumbai (Firm Registration No. 101248W), and M/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, (Firm Registration No. 117040W) the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting. M/s B S R & Co. and M/s Appan & Lokhandwala Associates, being eligible, have expressed their willingness for re-appointment at the ensuing Annual General Meeting,

The Company has received a letter from M/s B S R & Co and M/s Appan & Lokhandwala Associates, to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The Audit Committee and Board of Directors recommend re-appointment of M/s B S R & Co and M/s Appan & Lokhandwala Associates, as Statutory Auditors of the Company to hold offce from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fx their remuneration.

INTERNAL AUDIT

The Company has an adequate internal audit system implemented by an in-house department and supported by independent Chartered Accountant frms to carry out audit of various branches and functions of the Company and its subsidiaries.

Systems, procedures and processes are being upgraded / implemented to further strengthen the existing internal control measures, procedures and processes to increase operational effciencies and to safeguard the Company from any fraud, misrepresentation and non-compliance with statutory requirements.

COST AUDIT

The Ministry of Corporate Affairs vide notifcation dated June 3, 2011 and as amended from time to time has notifed the Companies (Cost Accounting Records) Rules, 2011 which applies to your Company. The Company has appointed Mr. Sharad Marathe, a member of the Institute of Cost Accountants of India and a practicing Cost Accountant (Certifcate of Practice No 5008), for auditing the Cost Accounting Records in respect of its Container Freight Station, Warehousing and Equipment Renting business divisions and providing Compliance Report for the year ended March 31, 2013 under the aforesaid Rules. The Compliance Report so obtained by the Company shall be fled with the Central Government on or before dues date prescribed under the aforesaid Rules or as may be extended by the Ministry of Corporate Affairs.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made thereunder.

SAFETY, HEALTH AND ENVIORNMENT

Your Company believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees at each work location. Successfully managing Health & Safety risks is an essential component of our business strategy. The Company has identifed Health & Safety risk arising from its activities and has put proper systems, processes and controls mechanism to mitigate them.

The Company has been taking various safety and welfare measures to protect its employees, equipments and other assets from any possible loss and / or damages. To implement such safety and welfare measures, the Company has formulated various policies such as Drug & Alcohol Policy, Occupational Health Policy, Driver & Vehicle Safety Policy, Mobile Telephone Policy, Smoking Policy etc.

The Equipment Hire Division is OHSAS compliant and a member of the globally recognized Lifting Equipment Engineers Association (LEEA, uK) and ISO certifed. All Container Freight Station (CFS) / Inland Container Depot (ICD) are certifed for Occupational Health & Safety Management Systems (OHSAS)

The following safety measures are being taken at various locations:

- Fire & Safety drills are conducted for all employees and SEcurity personnel.

- All Fire hydrants are monitored strictly, as the preparedness for fre emergency.

- All equipments are tested periodically to verify its safe load working condition. Fitness certifcates are issued based on the compliance of the safety norms.

- Safety Awareness Campaign, Safety week, Environment day are being held / celebrated at each location to improve the awareness of employee.

- Regular training/skits to staff, and contractors, to inculcate importance of safety among them.

- Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact of families.

- Accident prone routes identifed and supervisors allocated have control over the vehicle movement.

- OHSAS audits and Fire & Safety audits are conducted by competent agencies at regular intervals.

- Fortnightly visit by Doctors to offce for medical counseling to employees.

- HazMat training is provided to all CFS employees.

- Medical Health check-up of all employees are conduced at regular intervals

- CCTV & Safety alarms are installed at each locations

- All equipments are adequately insured and mandatorily ensured with PuC.

- Each equipment is put through comprehensive quality Audit & Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per specifcations by various OEMs.

- Green initiatives are taken at various locations to protect the environment.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has committed itself to making a difference in the lives of underprivileged and economically challenged citizens of our country. Allcargo''s Corporate Social Responsibility (CSR) initiatives, through ''Avashya Foundation'' a non proft organization and in collaboration with various NGOs across India, believes in nurturing inclusive development with a human touch. Your Company''s CSR activities focus is to take each initiative beyond philanthropy and promote people centric inclusive development with the active participation of the community at all levels. Allcargo''s CSR initiatives aim to support:

- Natural Disaster Relief by providing immediate and life essential supply of water, food and medicine to regions of India effected by natural disasters such as drought, food, earthquakes, and other calamities.

- Health Care by providing critical medical assistance for curative and preventive health care. Essential and life saving medicines and medical treatment are being made available to all underprivileged and economically challenged section of the society across rural and urban regions of India.

- Education for children and adults across the underprivileged and economically challenged sections of the rural as well as urban society. Created a platform for fnancial assistance, student''s scholarships & adoption programs, parents awareness campaigns and education support infrastructure.

- Women Empowerment by providing a platform for all women across the varied sections of the society for making a better living through education, skills development and employment programs, to support themselves and their families.

- Environmental Sustainability by focusing on creating awareness towards sustainable environmental practices in terms of infrastructure development, alternative energy, conservation of resources and training people to be more conscious, responsible and accountable to the environment.

For more details on CSR activities of the Company, members are requested to read the Corporate Social Responsibility Section of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confrm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and 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 as at March 31, 2013 and of the proft of the Company for the year ended on that date;

(c) the Directors had taken proper and suffcient care 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; and

(d) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in utilizing their expertise and involving them in all critical decision making processes.

A separate report on Corporate Governance together with requisite certifcate from M/s. Mehta & Mehta, Practicing Company Secretaries, confrming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed and forms a part of the Annual Report.

The declaration regarding compliance with the Code of Conduct prescribed by the Company for Directors and Management Personnel forms part of the report on Corporate Governance.

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

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in Annexure I annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. A member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered offce of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and co-operation extended during the year by the Government of India, Governments of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Service Providers.

Your Board also wishes to place on record their appreciation for the dedication and commitment shown by the employees at all levels who have contributed to the success of your Company.

For and on behalf of the Board of Directors

Shashi Kiran Shetty

Chairman & Managing Director

Place: Mumbai

Date: May 29, 2013


Mar 31, 2012

To,The Members of Allcargo Logistics Limited

The Directors take pleasure in presenting the Nineteenth Annual Report of the Company together with Audited Statement of Accounts for the 15 months period ended March 31, 2012.

FINANCIAL HIGHLIGHTS

Your Company's performance during the period under review is summarized below:

(Rs. in crores)

Particulars For the Period For the year Ended Ended 31.03.2012 31.12.2010 (15 months) (12 months)

Sales & Other Income 1,130.49 730.39

Profit Before Interest, Depreciation and Taxes 360.08 198.43

Interest 50.55 13.32

Depreciation 89.04 40.24

Provision For Tax 36.42 23.74

Profit After Tax 184.07 121.13

Prior Period Adjustments For Tax and Expenses - 12.38

Profit Brought Forward From Previous Year 319.38 244.24

Amount Available For Appropriations 503.45 377.75 Appropriations:

Interim Dividend 13.05 6.81 Tax on Interim Dividend 2.12 1.13

Proposed Dividend 6.53 32.63

Tax on Dividend 1.06 5.29

Transfer to General Reserve 18.50 12.50

Profit carried to Balance Sheet 462.19 319.39

REVIEW OF OPERATIONS

The period under review was challenging and opportunistic for your Company as macroeconomic environment continued to remain unstable and volatile. In-spite of all odds, your company recorded significant growth and robust performance at all levels. The growth oriented performance is grossly attributable to Company's customer-centric approach and its ability to innovate customer specific solutions, focus on pricing and aggressive marketing strategy, disciplined project executions, focused management approach, prudent financial and human resources management and ensuring better control over cost.

Stand-alone Performance:

Your Company has earned total revenue of Rs. 1,130.49 crore and earned a net profit of Rs. 184.07 crore as compared to revenue of Rs. 730.39 crore and net profit of Rs. 121.13 crore in preceding financial year, representing 24% & 22% growth in revenue and net profit respectively on annualized basis.

Earnings before interest, tax and depreciation (EBITDA) is Rs. 360.08 crore as compared to Rs. 198.43 crore in preceding financial year, representing 45% growth on annualized basis.

Consolidated Performance:

Your Company has earned total revenue of Rs. 4,324.52 crore and earned a net profit after minority interest of Rs. 284.53 crore as compared to revenue of Rs. 2,889.93 crore and net profit after minority interest of Rs. 165.92 crore in preceding financial year, representing 20% & 37% growth in revenue and net profit respectively on annualized basis. Earnings before interest, tax and depreciation (EBITDA) is Rs. 573.53 crore as compared to Rs. 298.35 crore in preceding financial year, representing 54% growth on annualized basis.

Overall, the company is on a strong growth path and its efforts to improve efficiency, productivity and profitability will improve overall returns. For detailed segment wise performance, members are requested to refer Management Discussion and Analysis Report annexed to this report.

APPROPRIATIONS

Considering the profitable performance of the Company during the period under review, your Directors are pleased to recommend final dividend @ 25% i.e. Rs. 0.50 per equity share of Rs. 2/- each.

The total dividend, including the interim dividend paid @ 50% in November 2011, will be 75% i.e. Rs. 1.50 per equity share of Rs. 2/- each. The Dividend, if approved by the members at the ensuing Annual General Meeting, together with interim dividend paid in November 2011, will absorb a sum of Rs. 22.76 crore including dividend distribution tax.

SUBSIDIARY COMPANIES

During the period under review, your Company and its subsidiaries have made investments / divested investments / discontinued business operations in the following companies:

- Acquired 100% equity stake in MHTC Logistics Private Limited., a company engaged in the business of Project Logistics and Freight Forwarding;

- Acquired 70% equity stake in Universal Container Freight Station Private Limited (name changed to Transindia Logistic Park Private Limited), a company engaged in the business of Container Freight Station / Inland Container Depot Business;

- Acquired 100% equity stake in Amfin Consulting Private Limited, a company engaged in the business of Trading and Investment, through Contech Transport Services Private Limited, the wholly owned subsidiary of the Company;

- Formed Contech Transport Services (Pvt) Ltd, as 100% subsidiary of Contech Transport Services Private Limited, in Sri Lanka;

- Formed HC Logistics Limited as 100% subsidiary of Hindustan Cargo Limited, the wholly owned subsidiary of the Company;

- Acquired through Hindustan Cargo Limited, the wholly owned subsidiary of the Company, 100% equity stake in Credo Shipping Agencies (I) Private Limited, a company engaged in the Shipping Line business;

- Ecu International NV, subsidiary of Echoed NV, acquired 33.33% stake in Flamingo Line El Salvador SA de CV With acquisition of balance stake, Flamingo Line El Salvador SA de CV has become wholly owned subsidiary of the Company;

- Ecu International NV, subsidiary of Ecuhold NV, acquired 33.33% stake in Flamingo Line de Guatemala S.A. With acquisition of balance stake, Flamingo Line de Guatemala S.A. has become wholly owned subsidiary of the Company;

- Formed a joint venture company Ecu Line Saudi Arabia LLC in which Ecuhold NV, holds 70% stake;

- Ecuhold NV increased its stake from 51% to 63% in SHE Maritime Services Limited;

- ECU-TRANS N.V, D & E Transport NV, ECU Heavy Lift, W.L.L., ECU Line Italy TRC srl, AMI Ventures Limited, ECU Line de Guatemala S.A. step down subsidiaries, have ceased their operations and accordingly they are liquidated / dissolved.

The stand-alone audited financial statements of all subsidiaries operating in India and Overseas are not attached to this report in view of general exemption granted under Section 212 of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its Circular No.51/12/2007- CL-III dated February 8, 2011 and February 21, 2011. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies along with a statement of financial highlights of subsidiaries operations providing relevant details are attached and form part of this Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and related information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standard AS-21 -Consolidated Financial Statements read with Accounting Standard AS 23-Accounting for Investment in Associates and Accounting Standard AS 27-Financial Reporting of interest in joint Ventures, which includes financial results of its subsidiaries, joint ventures and associate companies and forms part of this Annual Report.

EMPLOYEES STOCK OPTION PLAN 2006

Disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, relating to the Company's ESOP Scheme as on March 31, 2012 are set out in Annexure II annexed to this report.

A certificate from the Statutory Auditors of the Company M/s. B S R & Co., Chartered Accountants, Mumbai and M/s Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, with respect to the implementation of Company's ESOP Scheme, will be placed before the Members at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days, except Saturday and Sunday, between 11.00 a.m. to 2.00 p.m., upto the date of Annual General Meeting.

SHARE CAPITAL AND LISTING OF SHARES

During the period under review, your Company had issued and allotted 30,354 equity shares of Rs. 2/- each to its employees and employee of overseas subsidiary company against exercise of options granted to them under "Allcargo Employee Stock Option Plan 2006". Consequently, the total paid up capital of the Company has increased from Rs. 261,033,936 comprising of 130,516,968 equity shares of Rs. 2/- each to Rs. 261,094,644 comprising of 130,547,322 equity shares of Rs. 2/- each.

The Equity Shares of the Company are listed and traded in compulsory dematerialized form on BSE Limited and National Stock Exchange of India Limited. Your Company has paid the Annual Listing fee and Annual Custody fees to the Stock Exchanges and Depositories up-to-date.

CHANGE OF NAME OF THE COMPANY

The Company was incorporated on August 18, 1993 under the name and style "All Cargo Movers (India) Private Limited". The name was subsequently changed to All cargo Global Logistics Private Limited. On becoming a public company, the name was further changed to All cargo Global Logistics Limited. The rationale behind the change of name from All cargo Movers to All cargo Global was to exhibit the global operations of the Company in its name especially after acquisition of Ecu Line business in the year 2005 & 2006.

Since the Company has established its global presence and is in the process of reviewing its brand and has further strengthened the same by offering wide spectrum of integrated logistic activities and solutions and further with a view to reflect the integrated logistic activities in its name, the name of the Company has been changed from All cargo Global Logistics Limited. to All cargo Logistics Limited w.e.f. July 29, 2011.

DE-MERGER OF PROJECT LOGISTICS BUSINESS BY MHTC LOGISTICS PRIVATE LIMITED

Your Company acquired 100% equity stake of MHTC Logistics Private Limited ('MHTC') during the period under review. MHTC is engaged in the business of Project Logistics and Freight Forwarding. Considering the business synergy existing in the Project Logistics business of the Company and MHTC, the Board of Directors of both the companies thought it prudent in the best interest of both the companies to de- merge the Project Logistics business of MHTC in favor of the Company with effect from April 1, 2012 in accordance with provisions of Section 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956.

The proposed de-merger of the Project Logistics Business by MHTC in favor of your Company would have following resultant benefits:

- It would result in managing the Project Logistics Business through a single network and under one roof. It will thus be possible to combine the Project Logistics business of MHTC and All cargo under one umbrella without incurring avoidable expenditure on infrastructure and will enable All cargo to avail expertise in ventures of an industrial and commercial nature.

- All cargo will be in a better position to avail of the financial, human and other capital resources of MHTC and its expertise in the Project Logistics business. Such an arrangement will enable the Company to expand the Project Logistics business operations with minimum additional cost and shortest possible time;

- The financial position of the Company will be better as compared to that of the stand-alone entities; and

- The integration proposed would enable cost savings, optimum utilization of available resources which will enhance the management focus thereby not only leading to higher profitability but will also increase shareholder's value.

The Scheme of Arrangement comprising of de-merger duly approved by the Board of Directors of both the companies shall be subject to approval by the Members and Creditors of both the companies and approval by the Hon'ble Bombay High Court.

AWARDS AND RECOGNITION

The period under review was very special for your Company as it has received many awards and recognitions for the significant contribution made by your Company in development and growth of the logistic industry.

* Most Well Diversified Business Enterprise' by City Commercial Bank & Economic Times

* Freight Forwarder of the Year (Indian)" by the Maritime and Logistics Awards (MALA) 2011

* Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was awarded "Outstanding Logistics Professional of the Year" by Maritime and Logistics Awards (MALA) 2011

* Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was honoured with "CEO of the Year with HR Orientation" Asia's Best Employer Brand Awards

* Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was honoured with a port of Antwerp award for 'Outstanding Contribution in the commercial and human areas" for strengthening the relationship between the Port of Antwerp and India.

* LCL Consolidator of the Year" by 3rd South East CEO Conclave & Awards

* Indian Freight Forwarder of the Year" - 1st Northern India Multimodal Logistics Award

* All cargo has been ranked at No. 223 in the ET 500-2011 list by "The Economic Times".

Your Company believes that winning of such recognitions was due to the hard work, passion and spirit of team work of the employees and thoughtful leaders, whose novel thinking and innovative approach have led them to attain excellence in their field. These awards are a testimony to the commitment to the stakeholders of the Company and seamless integrated logistics solutions.

DIRECTORS

The Board of Directors of the Company has co-opted Mr. Hari L. Mundra and Mr. Umesh Shetty as Additional Directors on the Board of the Company under Section 260 of the Companies Act, 1956. Mr. Hari L. Mundra is a Non Executive Independent Director and Mr. Umesh Shetty is Executive Director. Mr. Hari L. Mundra and Mr. Umesh Shetty shall hold their respective offices up to the date of the ensuing Annual General Meeting. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature for the office of Directors at the ensuing Annual General Meeting of the Company. The Board recommends their appointment at the ensuing Annual General Meeting.

Mrs. Arathi Shetty was appointed as Whole Time Director of the Company for a period of 5 years effective from April 1, 2007. In accordance with the terms of appointment, her term of office expired on close of the business hours on March 31, 2012. Due to her pre-occupation, Mrs. Arathi Shetty has expressed her unwillingness to continue as Whole Time Director and accordingly her term has not been renewed. However, she continues to serve on the Board of the Company as a Non Executive Director of the Company w.e.f April 1, 2012.

In accordance with the provisions of the Companies Act, 1956 and that of Articles of Association of the Company, Mr. Kaiwan Kalyaniwalla, Mr. Satish Gupta and Mr. Keki Elavia, Non Executive and Independent Directors of the Company, retire by rotation at this Annual General Meeting. Being eligible, they offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of Mr. Hari L. Mundra, Mr. Umesh Shetty, Mr. Kaiwan Kalyaniwalla, Mr. Satish Gupta and Mr. Keki Elavia as required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, are included in the Corporate Governance Report annexed to this Annual Report.

AUDITORS

M/s. B S R & Co., Chartered Accountants, Mumbai (Firm Registration No. 101248W), and M/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, (Firm Registration No. 117040W) the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. B S R & Co. and M/s. Appan & Lokhandwala Associates to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The Audit Committee and Board of Directors recommend re-appointment of M/s. B S R & Co. and M/s. Appan & Lokhandwala Associates as Statutory Auditors of the Company to hold their respective offices from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

Auditors Observation:

The Statutory Auditors of the Company have made an observation in their report that the Company has paid remuneration aggregating to Rs. 2.43 crore for the years ended December 31, 2009 and December 31, 2010 to a relative of a Director and remuneration aggregating to Rs. 3.77 crore for the period from January 1, 2011 to March 31, 2012 to relatives of certain Directors, subject to prior approval of the Central Government as per the requirements of Section 314 of the Companies Act 1956. The Company is yet to receive Central Government approval in respect of the same.

The Company has made an application to the Central Government as per the requirements of Section 314 of the Companies Act, 1956 in respect of appointment and payment of remuneration to relatives of certain directors. Pending the Central Government approvals, the Company has paid remuneration to the appointees as approved by the Members and the Board of Directors of the Company with a condition that such remuneration or part thereof shall be refunded if the Central Government declines to approve or modifies the remuneration payable to them.

Apart from the above, the observations and comments given by Auditors in their report read together with notes to accounts are self explanatory and hence do not call for any further comments.

INTERNAL AUDIT

The Company has an adequate internal audit system implemented by in-house department and supported by independent Chartered Accountants firms to carry out audit of various branches and functions of the Company and its subsidiaries.

Systems, procedures and processes are being upgraded / implemented to further strengthen the existing internal control measures, procedures and processes to increase operational efficiencies and to safeguard the Company from any fraud, misrepresentation and non-compliance with statutory requirements.

PUBLIC DEPOSITS

During the period under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made there under.

SAFETY, HEALTH AND ENVIORNMENT

Your Company believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees at each work location. Successfully managing Health & Safety risks is an essential component of our business strategy. The Company has identified Health & Safety risk arising from its activities and has put proper systems, processes and controls mechanism to mitigate them.

The Company has been taking various safety and welfare measures to protect its employees, equipments and other assets from any possible loss and / or damages. To implement such safety and welfare measures, the Company has formulated various policies such as Drug & Alcohol Policy, Occupational Health Policy, Driver & Vehicle Safety Policy, Mobile Telephone Policy, Smoking Policy etc.

The Equipment Hiring Division is Occupational Health & Safety Management Systems (OHSAS) compliant and a member of the globally recognized Lifting Equipment Engineers Association (LEEA, UK) and ISO certified. All Custom Freight Station (CFS) / Inland Container Depot (ICD) are certified for OHSAS.

The following safety measures are being taken at various locations:

- Fire & Safety drills are conducted for all employees and Security personnel;

- All Fire hydrants are monitored strictly, as the preparedness for fire emergency;

- All equipments are tested periodically to verify its safe load working condition;

- Safety Awareness Campaign and Safety week are being held / celebrated at each location to improve the awareness of employee;

- O HSAS audits and Fire & Safety audits are conducted by competent agencies at regular intervals;

- H azMat training is provided to all CFS employees;

- H edical Health check-up of all employees are conducted at regular intervals;

- CCTV & Safety alarms are installed at each locations;

- Hll equipments are mandatorily ensured with PUC;

- RTG are being put into use instead of Reach Stackers to control environment pollution caused due to diesel consumption;

- Each equipment is put through comprehensive Quality Audit & Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per specifications by various OEMs;

- Green initiatives are taken at various locations to protect the environment.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is basically a concept whereby companies decide voluntarily to contribute to a better society and a cleaner environment.

Robert F. Kennedy once said, "The future is not completely beyond our control. It is the work of our own hands". At All cargo, we invest in the youth of tomorrow, who is our future, transforming their today, to empower and create better opportunities for them.

Our Company actively invests in college and school infrastructure, offering scholarships to under-privileged students based on meritocracy and accomplishments. We have provided infrastructure funding to schools in Maharashtra across small towns like Koproli, Panvel and colleges in Dombivali, New Mumbai and Kalladka in the Bantwal District. We offer scholarships, donations and provide support for the children from the lower sections of society, at a college in the Bantwal District, IT colleges in Mumbai and JNPT (New Mumbai) and to children of our own contract employees. We initiated the 'Anando program' in Uran, in collaboration with a NGO 'Light of Life Trust', where we worked with two schools to decrease the drop out ratio of children, by providing financial support, guidance, mentoring etc.

All cargo supports social causes and also has a keen focus on preserving our environment. We make regular contributions to the Cancer Society and the Mother Teresa Foundation that offers help across various associations for the blind in India. We have been active participants of the Mumbai Marathon for the past 3 years, making significant donations to all noble causes that this marathon has supported. Our Company has also been active in organizing eye camps and various fund raisers that support different charities through different Lions and Rotary clubs in Mumbai. We are the members of the BNHS, an association which supports and strives for the wild life preservation.

At All cargo, we believe that for an effective CSR, it has to be the ethos of a Company and built into its value system, reflecting in every interaction that the organization has with each of its stakeholder. And we endeavor every year to do more for our society, our youth, our environment, our stakeholders, in an attempt to change every life that we touch..

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and 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 as at March 31, 2012 and of the profit of the Company for the period ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in utilizing their expertise and involving them in all critical decision making processes.

A separate report on Corporate Governance together with requisite certificate from M/s. Mehta & Mehta, Practicing Company Secretaries, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed and forms a part of the Annual Report.

The declaration regarding compliance with the Code of Conduct prescribed by the Company for Directors and Management Personnel forms part of report on Corporate Governance.

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

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in Annexure I annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors Report. However, as per the provisions of Section 219(1)(b)

(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. A member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and co-operation extended during the period by the Government of India, Governments of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Service Providers.

Your Board also wishes to place on record their appreciation for the dedication and commitment shown by the employees at all levels who have contributed to the success of your Company.

For and on behalf of the Board of Directors

Shashi Kiran Shetty

Chairman & Managing Director

Place : Mumbai

Date : May 30, 2012


Dec 31, 2010

The Directors take pleasure in presenting the Eighteenth Annual Report of the Company together with Audited Statement of Accounts forthe year ended December 31, 2010.

FINANCIAL HIGHLIGHTS

Your Companys performance during the year under review is summarized below:

(Rs. in Million)

For the Year For the Year Particulars Ended Ended 31.12.2010 31.12.2009

Sales & Other Income 7,303.91 5,320.99

Profit Before Interest, Depreciation and Taxes 1,984.33 1,588.45

Interest 133.22 149.64

Depreciation 402.44 376.34

Profit Before Exceptional Items and Taxation 1,448.67 1,062.47

Exceptional Item

Provision For Tax 237.41 84.42

Profit After Tax and Exceptional Item 1,211.26 978.05

Prior period adjustments for tax and expenses 123.81 1.75

Profit brought forward from previous year 2,442.36 1,708.62

Amount available for Appropriations 3,777.43 2,688.42

Appropriations:

Interim Dividend 68.09 62.41

Tax on Interim Dividend 11.32 10.61

Proposed Dividend 326.32 62.42

Tax on Proposed Dividend 52.94 10.61

Transfer to General Reserve 125.00 100.00

Profit carried to the Balance Sheet 3,193.76 2442.36

REVIEW OF OPERATIONS

The year under review was challenging and opportunistic for your Company. After the unprecedented macro economic changes during last couple of years, there has been significant improvement in the economic situation and general outlook especially dunngthe later part of the financial year under review.

Your Company has successfully overcome the challenges of the economic downturn through series of measures like focused management approach, efficient project execution, further capital infusion, aggressive marketing strategy, prudent financial and human resources management and ensuring better control over cost. This can be seen from the improved performance in terms of higher turnover, efficient and effective capacity utilization, improved earning margins and cash flows.

Stand-alone Performance:

Your Company has earned total revenue of Rs.7,303.91 million and earned a net profit ofRs. 1,21 1.26 million as compared to revenue of Rs.5,320.99 million and net profit of Rs.978.05 million in preceding financial year, representing 37% & 24% growth in revenue and net profit respectively. Earnings before interest, tax and depreciation (EBITDA) is Rs. 1,984.33 million as compared to Rs. 1,588.45 million in precedmgfinancialyear, representing25%growth.

Consolidated Performance:

Your Company has earned total revenue of Rs.28,899.35 million and earned a net profit after minority interest of Rs.l,659.21 million as compared to revenue of Rs.20,895.1 5 million and net profit after minority interest of Rs.l ,299,49 million in preceding financial year, representing 38% & 28% growth in revenue and net profit respectively, on consolidated basis. Earning before interest, tax and depreciation (EBITDA) is Rs.2,983.46 million as compared to Rs.2,470.92 million in preceding financial year, representing 21% growth, on consolidated basis.

Overall, the company is on a strong growth path and its efforts to improve efficiency, productivity and profitability will improve overall returns,

For detailed segment wise performance, members are requested to refer Management Discussion and Analysis Report annexed to this report.

APPROPRIATIONS

Considering the profitable performance of the Company during the year under review, your Directors are pleased to recommend:

a. Special Dividend @ 100% i.e. Rs.2 per equity share of Rs,2each on account of completion of five years of listing of the Companys equity shares on the Stock Exchanges; and

b. Final Dividend @ 25% i.e. Rs.0.50 per equity share ofRs.2 each.

The total dividend, including the interim dividend paid in November 2010, will be I 50% i.e. Rs.3.00 per equity share of Rs.2 each. The Dividend, if approved by the members at the ensuing Annual General Meeting, together with interim dividend @ 25% paid in November 2010, will absorb a sum of Rs.458.67 million including dividend distribution tax.

SUBSIDIARY COMPANIES

During the year under review, your Company acquired 49% equity stake and management control in Comptech Solutions Pvt. Ltd. through its wholly owned subsidiary company viz. Contech Transport Services Pvt. Ltd.

In furtherance to the expansion plan of its Non Vessel Owning Common Carrier (NVOCC) business, your Company, through its step down wholly owned subsidiary company viz. Ecu Hold NY has acquired business rights and controlling stake in China Consolidation Services Shipping Ltd and Ningbo Star Express Shipping Co. Ltd, Hong Kong based companies engaged in NVOCC business in China and other parts of eastern regions. Your company also acquired 51 % stake in SHE Maritime Services Ltd and Translogistik International Spedition GmbH.

During the year under review, your Company has, through its step down subsidiaries, formed Ecu Line Hungary Kft, Ecu Line Czeche s.r.o, PT Eka Consol Utama Line and Ecu Line Lanka (Private) Limited as subsidiaries /wholly owned subsidiary companies under Ecu Group of companies. Your Company also increased its stake in ECU-Lme Hong Kong Ltd. from 60% to 100% through Ecu Hold NV

The stand-alone audited financial statements of all subsidiaries operating in India and Overseas are not attached to this report in view of exemption u/s 212(8) of the Companies Act, I 956 granted by the Ministry of Corporate Affairs, Government of India. The statement pursuant to Section 21 2 of the Companies Act, 1956 relating to the subsidiary companies along with a statement of financial highlights of subsidiaries operations providing relevant details are attached and form part of this Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and related information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As per the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements have been prepared in accordance with the Accounting Standard AS-21 -Consolidated Financial Statements read with Accounting Standard AS 23-Accounting for Investment in Associates and Accounting Standard AS 27-Financial Reporting of interest in joint Ventures, which includes financial results of its subsidiaries, joint ventures and associate companies and forms part of this Annual Report,

EMPLOYEES STOCK OPTION PLAN 2006

Disclosures pursuant to Clause I 2 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, relating to the Companys ESOP Scheme as on December 31, 2010 are set out in Annexure II annexed to this report.

A certificate from the Statutory Auditors of the Company M/s Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, with respect to the implementation of Companys ESOP Scheme, will be placed before the Members at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days, except Saturday and Sunday, between I 1,00 a.m. to 2.00 p.m., uptothe date of Annual General Meeting.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company had issued and allotted 5,663,105 equity shares of Rs.2 each at a premium of Rs. 182,80 per equity share aggregating Rs. 1,046,541,804 to Qualified Institutional Buyers (QIBs) in accordance with the provisions of the Companies Act, 1956 and Chapter VIII oftheSEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Your Company further issued and allotted 42,598 equity shares of Rs.2 each to its employees against exercise of options granted to them under Allcargo Employee Stock Option Plan 2006".

The Equity Shares of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fee and Annual Custody fees to the Stock Exchanges and Depositories up-to-date.

AMALGAMATION

As the members are aware that with a view to consolidate logistic business under one roof and for better administration, control and management, your Company had decided to amalgamate Sealand Terminals Pvt. Ltd., the wholly owned subsidiary of the Company, with itself with effect from April 1, 2009, pursuant to the Scheme of Arrangement made under Sections 391 to 394 and other applicable provisions ofthe Companies Act, 1956.

The said Scheme of Arrangement was approved by the Members of the Company at their meeting held on May 20, 2010 and subsequently received assent from the Honble Bombay High Court on September 30, 2010. Accordingly, Sealand Terminals Pvt. Ltd. has been amalgamated with your Company with effect from April 1, 2009. The financial statements presented before the Members contains the financials of Sealand Terminals Pvt. Ltd.

AWARDS AND RECOGNITION

The year under review was very special for your Company as it has received many awards and recognitions for the significant contribution made by your Company in development and growth ofthe logistic industry.

- Allcargo has been ranked at 2nd position in Logistics Segment and at 290th position overall in the FORTUNE 500 companies in India byFortune India.

- The Best LCL Consolidated Award for the year 2009-10, by the Southern Region of Container Corpo ration of India(CONCOR).

- Allcargo has been ranked at No. 251 in the ET 500-2010 list by "The Economic Times". Additionally, the company has been identified as one ofthe top 10 companies which has a potential for growth and value addition based on consistent performance in its section "SHOW STOPPERS-Spotthe Winners".

- Logistics Company ofthe Year and the Freight Forwarder ofthe Year (Indian) by the All- Maritime and Logistics Awards (MALA) 2010.

- Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was awarded the Face ofthe Year by Express Logistics and Supply Chain (ELSC) organized by the Economic Times & Future group in Mumbai.

- Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was awarded "Entrepreneur ofthe Year Services Category" byErnst &Young.

- Ms. Shantha Martin, CEO, NVOCC, Indian Subcontinent and Middle East, has been adjudged as the 1st runner in the category "Leading Woman CEO" byiGroup.

Your Company believes that winning of such recognitions was due to the hard work, passion and spirit of team work ofthe employees and thoughtful leaders, whose novel thinking and innovative approach have led them to attain excellence in their field. These awards are a testimony to the commitment to the stakeholders of the Company and seamless integrated logistics solutions.

DIRECTORS

Mr. Adarsh Hegde was appointed as Executive Director of the Company for a period of 5 years commencing from August2l, 2006. Inaccordance with the terms ofhis appointment, his term of office will expire on closure of business hours on August 20, 201 I.

Looking at the efforts put by Mr. Adarsh Hegde in developing and expanding the business operation of the Company, especially Inland Container Depot, Container Freight Station and Project Cargo business, and the growth and progress made by the Company under his leadership on year on year, the Board has, subject to Members approval, at its meeting held on April 05, 201 I re-appointed Mr. Adarsh Hegde as Executive Director ofthe Company for further period of five years effective from August 21, 201 I on the terms & conditions and remuneration recommended by the Compensation / Remuneration Committee ofthe Company.

In accordance with the provisions of Section 260 ofthe Companies Act, 1956, Mr. Mohmder Pal Bansal was co-opted as Additional Director ofthe Company w.e.f October I 8, 2010. The Company has received a notice under section 257 ofthe Companies Act, 1956, proposing the candidature of Mr. Mohinder Pal Bansal as Director ofthe Company at this Annual General Meeting.

In accordance with the provisions ofthe Companies Act, I 956 and that of Articles of Association ofthe Company, Mrs. Arathi Shetty and Mr. Adarsh Hegde, Directors of the Company, retire by rotation at this Annual General Meeting. Being eligible, they offer themselves for re-appointment. The Board recommends their re-appointment.

Mr. Rajiv Sahney, Independent Non Executive Director, has resigned as director ofthe Company w.e.f. August 09, 2010. Your Board places on record its deep appreciation for the valuable services and guidance given by Mr. Sahney during his tenure as Director ofthe Company.

Brief resume of Mrs. Arathi Shetty, Mr. Adarsh Hegde and Mr. Mohinder Pal Bansal as required in terms of Clause 49 ofthe Listing Agreement with the Stock Exchanges, is included in the Corporate Governance Report annexed to this Annual Report.

AUDITORS

M/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. The Board recommends re-appointment of M/s. Appan & Lokhandwala Associates as Statutory Auditors ofthe Company forthecurrentfinancial year and to fix their remuneration.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made there under,

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) the Directors had selected such accounting policies and applied them consistently and 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 as at December 3 1, 2010 and of the profit of the Company forthe year ended on that date;

(c) the Directors had taken proper and sufficient care 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; and

(d) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in utilizing their expertise and involving them in all critical decision making processes.

A separate report on Corporate Governance together with requisite certificate from M/s. Mehta & Mehta, Practising Company Secretaries, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed and forms a part of the Annual Report.

The declaration regarding compliance with the Code of Conduct prescribed by the Company for Directors and Management Personnel forms part of report on Corporate Governance.

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

Information as required under Section 217( I )(e) ofthe Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in Annexure I annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars ofthe employees are required to be set out in the Directors Report. However, as per the provisions of Section 219( I )(b)(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members ofthe Company and others entitled thereto. A member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office ofthe Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and co-operation extended during the year by the Government of India, Governments of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Service Providers.

Your Board also wishes to place on record their appreciation forthe dedication and commitment shown by the employees at all levels who have contributed to the success of your Company.

For and on behalf of the Board of Directors

Shashi Kiran Shetty

Chairman & Managing Director

Place; Mumbai Date: April 05, 2011

 
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