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Directors Report of Allcargo Logistics Ltd.

Mar 31, 2023

The Directors present their Thirtieth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs)
Particulars	Consolidated		Standalone
1	2022-23 \|	2021-22	2022-23	2021-22
Continuing Operation
Total Income	18,11,543	19,09,245	2,81,763	3,11,025
Total Expenses	17,27,470	18,11,869	2,59,754	2,85,516
Profit before share of profit from associates, joint ventures, exceptional items and tax	84,073	97,376	22,009	25,509
Share of profits from associates and joint ventures	1,744	8,120	-	-
Profit before exceptional items and tax \|	85,816	1,05,496	22,009	25,509
Exceptional items	3,717	2,611	3,987	1,321
Profit before tax after exceptional items \|	89,534	1,08,107	25,996	26,830
Tax expense
- Current tax	25,082	28,033	4,032	5,910
- Deferred tax	(869)	(2,331)	1,701	(1,516)
Profit after tax for the period from continuing operation	65,321	82,405	20,263	22,436
Discontinued Operation
Profit before tax for the period from discontinuing operation	-	16,906	71	15,996
Tax Expenses for the period for discontinued operation \|	-	2,852	-	1,786
Profit after tax for the period from discontinued operation	-	14,054	71	14,210
Profit / (loss) for the period from continuing and discontinuing operation	65,321	96,459	20,334	36,646
Other comprehensive income
Items that will not be reclassified subsequently to Statement of Profit and Loss:	-	-	-	-
Re-measurement gain/(loss) on defined benefit plans	(716)	(412)	(74)	(37)
Items that will be reclassified subsequently to Profit or Loss:
(i) Exchange gain on translation of foreign operations	8,131	2,128	-	-
Income Tax effect	(296)	(68)	_-	_-
(ii) Hedge of net investments in foreign operations	-		-	-
(iii) Cash flow hedge reserves	-	-	1,318	1,002
Income tax effect	-	-	(340)	(318)
Other comprehensive income for the year, net of tax	7,119	1,648	904	647
Total comprehensive income for the year, net of tax \|	72,440	98,107	21,238	37,293
Profit attributable to:
- Equity holders of the Parent	62,959	92,527	20,334	36,646
- Non-controlling interests	2,362	3,887	-	-
Other comprehensive income attributable to:
- Equity holders of the Parent	7,681	1,654	904	647
- Non-controlling interests	(561)	(6)	-	-
Total comprehensive income attributable to:
- Equity holders of the Parent	70,641	92,996	21,238	37,293
- Non-controlling interests	1,800	3,881	-	-
Total comprehensive income attributable to owners of the equity at the beginning of the year	2,55,586	1,69,799	1,39,165	1,09,244
Total comprehensive income for the year	62,803	93,160	21,238	37,293
On account of business combination	-	-	-	-
Non-Controlling interest acquired	-	-	-	-
Others- Debit to reserve on account of net asset transferred pursuant to demerger	(65,035)	-	(68,734)	-
Less: Appropriation
Cash Dividend on equity shares	(7,986)	(7,373)	(7,986)	(7,373)
Tax on Dividend	-	-	-	-
Total comprehensive income attributable to owners of the equity at the end of the year	2,45,369	2,55,586	83,684	1,39,165

Note:

The businesses transferred to Allcargo Terminals Limited and TransIndia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited) as a part of Scheme of Arrangement and Demerger ("Schemeâ), had been disclosed as discontinued operations. Accordingly, financial statements have been restated to give effect to the said Scheme. Hence, the financial statements are not comparable.

Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

DIVIDEND

During the year under review, the Company has declared and paid an Interim Dividend of ''3.25 per equity share (162.50%) on the paid-up capital of the Company for the financial year ended March 31, 2023.

In view of outlay on account of Interim Dividend, the Board recommended that the Interim Dividend declared on March 06, 2023, shall be treated as the Final Dividend on the equity shares of the Company for the financial year ended March 31, 2023.

The dividend payout is in accordance with the Company''s Dividend Distribution Policy. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the ''Dividend Distribution Policy'' has been hosted on the Company''s website https://www.allcargologistics.com/investors/investorservices/ corporatepolicies.

TRANSFER TO RESERVE

During the year under review, there was no amount transferred to any of reserves by the Company.

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2022-23 decreased from ''19,06,206 Lakhs to ''18,05,077 Lakhs, a decrease of 5.31% over the previous year, due to decrease in freight rates of ISC division.

The Business Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at ''1,19,412 Lakhs, a decrease of 8.02% as compared to ''1,29,826 Lakhs earned in the previous year.

The Profit for the year attributable to the members and noncontrolling interest stood at ''65,321 Lakhs, a decrease by 20.73% as compared to ''82,405 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax were positive ''1,58,276 Lakhs (as at March 31, 2022 ''85,034 Lakhs). Spend on capex was ''10,148 Lakhs. The borrowing of the Company as at March 31, 2023 stood at ''70,516 Lakhs (as at March 31, 2022 ''1,84,788 Lakhs). Cash and bank balances including investment in mutual funds stood at ''1,47,942 Lakhs (as at March 31, 2022 ''79,032 Lakhs). The Net Debt to Equity stood at 0.28 times (as at March 31, 2022 0.32 times).

Standalone:

The revenue from operations for FY2022-23 decreased from ''2,87,897 Lakhs to ''2,72,184 Lakhs, a decrease of 5.46% over the previous year.

EBIDTA stood at ''25,712 Lakhs, a decrease of 16.40% as compared to ''30,756 Lakhs earned in the previous year.

The Profit after taxes was ''20,334 Lakhs, an increase by 44.51% as compared to ''36,646 Lakhs of the previous year.

Standalone Cash Flow:

The Cash flows from operations were positive ''35,050 Lakhs (as at March 31, 2022 ''4,070 Lakhs). Spend on capex was ''699

Lakhs. The borrowing of the Company as at March 31, 2023 stood at ''19,597 Lakhs (as at March 31, 2022 ''74,285 Lakhs). Cash and bank balances including investment in mutual funds stood at ''19,928 Lakhs (as at March 31, 2022 ''20,473 Lakhs). The Net Debt to Equity stood at 0.19 times (as at March 31, 2022 0.39 times).

BUSINESS OVERVIEW

Pursuant to the Scheme of Arrangement and Demerger between our Company ("Demerged Company"), Allcargo Terminals Limited ("Resulting Company 1") and TransIndia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited) ("Resulting Company 2") the ("Scheme") having appointed date April 01, 2022 was effective from April 01, 2023.

The Scheme enabled our Company and Resulting Companies to enhance business operations by streamlining operations, cutting costs, more efficient management control and outlining independent growth strategies.

Prior to Demerger, our Company was operating mainly in four segments: (i) International Supply Chain; (ii) Container Freight Stations/Inland Container Depots (iii) Project and Engineering Solutions and (iv) Logistics Park (v) Contract Logistics through ASCPL and (vi) Express Distribution through Gati.

Consequent to the Scheme, our Company is involved in the Business of International Supply Chain, Contract Logistics through ASCPL and Express Distribution through Gati.

International Supply Chain ("ISC")

The Company operates in ISC business segment including Non Vessel Owning Common Carrier ("NVOCC") operations related to Less than Container Load ("LCL") consolidation and Full Container Load ("FCL") forwarding activities. Our NVOCC services are built on the strength of our nationwide and global reach with over 300 offices in 180 countries. With our global network, we serve over 2,400 global trade lanes, including 300 trade lanes that connect India to the world.

Three decades of global expertise and experience has evolved us into the world leader in LCL consolidation and India''s leading integrated logistics solutions provider, offering one-stop-solutions that empower businesses in India and across the world. Our global network, local insights, operational excellence and expertise as the world leaders in LCL, offers customers the edge and peace of mind that they seek.

Our International Supply Chain services offers the benefit of LCL, FCL and Air Freight Services, backed by first and last mile delivery, Our customers benefit from dealing with just one partner from their end-to-end needs. Latest Processes, state-of-the-art systems and an experienced workforce ensure the highest standards of multimodal services. With value added services like inland trucking service and warehousing capabilities, we ensure complete transit with safety. We have successfully eliminated transit time by adding direct lines within the network..

Our digital logistics solutions are enhancing efficiency and convenience for our customers. To gain further operational and functional efficiencies, our teams are working to test and implement the latest tech innovation which will bring in greater agility and transparency in our service offerings. ECU360, our state-of-the-art platform, which was developed in-house, enables customers to effortlessly manage their shipments, with real-time information on their fingertips. In addition, we launched our new API product suite, making ECU Worldwide integration ready for customers, vendors and third-party providers.

on ESG, we have taken quite a few initiatives like 100% electric material handling equipment in the warehouse and also deployment of energy efficient lighting in the warehouse. Also, we are exploring solarising of our key warehouses across India.

Allcargo''s CL division is one of the predominant players managing activities for key clients in Chemical, Automotive, Engineering & e-Commerce sectors. In line with our goal to expand into other verticals, this year we have forayed into paints, lubricants & agri chemicals business. We are setting up operations for key customers which will enable us to further expand into these subverticals of the Chemical vertical. We are also planning to expand into new verticals like Pharma, Retail & Fashion and Consumer Sector.

Along with this, we are planning to expand our service offerings into returns management, refurbishment, customised milk-run planning basis Gati''s network presence, etc.

In line with our vision to provide services which enable customer delight, we are in the process of setting up a control tower for warehouse operation, which enables us to have complete visibility of operation including our customer''s KPIs achievement at the click of button. This will enhance our capability in terms addressing any service failure proactively without impacting the customer. We are looking at doubling our footprint and expand in the next three years across existing as well as new verticals and geographies.

Express Logistics ("EL") Business through Gati Limited

Allcargo Logistics is the promoter and the single largest shareholder of Gati Limited with 50.20% ownership. As an Allcargo Company, Gati can now tap into a Global Network Operating in 180 countries and expand the scope of our services to include the diverse logistics business verticals. Through Gati''s domestic reach and network, the Company offers end-to-end logistics solutions to its global and local clients in India.

Gati operates in time sensitive, high value cargo which requires specialised handling. The Company is a pioneer in the express industry and manages Industry leading infrastructure network offering its services across 99% of GoI approved PIN codes. The Company operates complex hub & spoke network through 31 transhipment hubs, distribution centres and warehouses spanning over ~4 mn sq.ft. across multiple locations in India. Its core offerings include surface and air express however it also provides other solutions like supply chain management and e-Commerce solutions.

STATE OF COMPANY AFFAIRS

Scheme of Arrangement and Demerger between Allcargo Logistics Limited ("Demerged Company") and Allcargo Terminals Limited, ("Resulting Company 1" or "ATL") (Formerly known as Allcargo Terminals Private Limited) and TransIndia Real Estate Limited (Formerly known as TransIndia Realty & Logistics Parks Limited), ("Resulting Company 2" or "TREL") ("Scheme")

The Hon''ble National Company Law Tribunal ("NCLT") approved the Scheme between Demerged Company and Resulting Company 1 and Resulting Company 2 on January 5, 2023. The Company received the certified true copy of the order passed by the Hon''ble NCLT on March 10, 2023. The Scheme came into effect from April 01, 2023. Pursuant to said Scheme, the businesses got specifically bifurcated into the Demerged Company and Resulting Companies as follows with effect from Appointed Date i.e. April 01, 2022:

Contract Logistics ("CL") Business through Allcargo Supply Chain Private Limited

CL Business of Avvashya CCI Logistics Private Limited ("ACCI") got transferred to Allcargo Supply Chain Private Limited ("ASCPL") (formerly known as Avvashya Supply Chain Private Limited) pursuant to the sanction of the Scheme of Arrangement (Demerger) between ACCI and ASCPL by Hon''ble National Company Law Tribunal, Mumbai vide order dated January 27, 2023.

CL continues to be the fastest growing sub-sectors of logistics in India and with Honorable Prime Minister''s announcement of Gati-shakti policy, there is more focus on the logistics sector in India. FY2023 has been a year where the organization has expanded and strengthened its presence in the segment.

Currently, Allcargo''s CL division manages more than 46 Lakhs sq. ft. of warehousing space across over 60 locations with significant presence in major consumption centres Pan-India, more than 50% of this is in Grade "A" warehouses. While we continue to maintain leadership in the chemical vertical, we have also significantly added in the area of e-Commerce and Auto. One of our key strengths, we pride, is our ability to provide world class solution design to our customers, be it the large industry leaders or fast-growing unicorns. We excel at providing bespoke solutions to our customers to solve their Supply Chain problems and create a value for them that help us to create lasting partnerships. One of the key differentiators of our warehousing services, especially in chemical space, is the stringent safety standards that we adhere to. No storage is allowed unless all safety compliances and certifications are implemented. We deploy full range of safety features that allow us to store different types of hazardous and non-hazardous goods. We consistently receive customer appreciations and awards from various industry bodies in the area of Safety and Operation Management. Our expertise encompasses Automotive manufacturing and Distribution, from Passenger, commercial vehicles to component manufacturers. We offer packaging, kitting, manage and optimize our customers overall supply chain. Our flexible approach and swift turnaround time are our Unique Selling Point (USP). This has resulted in expansion of our e-Commerce vertical with the addition of two major brands i.e. Meesho and Zepto this year in our portfolio. We are planning to expand our presence with them across India.

Allcargo''s CL division is also making strategic investments in automation & digitization. We have invested in state-of-the-art Warehouse Management System last year with deployment in specific accounts. This year under the leadership of Mr Pirojshaw Sarkari, Managing Director-GKEPL, we will collaborate with Gati for our expansion of service offerings in transportation. Apart from this, we continue to invest in adding capabilities as per our customer''s needs. We have a multi customer site with Order Management System capabilities at Farukhnagar as well as in Mumbai region and also operate a "Seller Flex'''' model at our Bhiwandi Warehouse. We also offer services like production logistics, engineering, ordering and replenishment services, reusable packaging solutions, tailor made kitting, just-in-time and pull delivery concepts and pre-production services. Key benefits of production logistics include optimisation of part flows from point of delivery to production, Just-In-Time that reduce inventory at line level and lower costs, use of lean management concepts and minimisation of handover points and interfaces. In line with the Group philosophy, we are committed to protect the environment, create a strong governance structure and contribute to the betterment of community. With more focus

1. Internationa! Supply Chain, Express Logistics, Contract Logistics and other related Logistics Businesses will continue to be operated by Allcargo Logistics Limited.

2. Container Freight Station/Inland Container Depots business division and any other related Logistics Businesses of the Company will be operated by Allcargo Terminals Limited.

3. Engineering and Equipment Leasing and Hiring Solutions, Logistics Park, Warehousing, Real Estate Development and Leasing Activities and other related Businesses of the Company will be operated by TransIndia Real Estate Limited.

Pursuant to the Scheme, the equity shares issued by both the resulting companies will be listed on BSE Limited & National Stock Exchange of India Limited, which will unlock the value for shareholders of the Demerged Company.

Further, the existing shareholders of the Demerged Company are holding shares of 3 (Three) entities as the said Scheme has become effective, giving the investors flexibility in managing their investments in the three businesses having differential dynamics.

Transfer of Contract Logistics Business from Avvashya CCI Logistics Private Limited ("ACCI") to Allcargo Supply Chain Private Limited ("ASCPL") (formerly known as Avvashya Supply Chain Private Limited)

The Hon''ble National Company Law Tribunal, vide order dated January 27, 2023 approved the Scheme of Arrangement (Demerger) between ACCI and ASCPL which became effective on March 01, 2023. Pursuant to said order, the Contract Logistics ("CL") business of ACCI got transferred to ASCPL from appointed date i.e. April 01, 2021.

The Company entered into a Share Purchase Agreement with ACCI and ASCPL on May 17, 2023. Consequent to which 61.13% stake held in ACCI was sold to JKS Finance Limited and its affiliates. Further, the Company acquired an additional 38.87% stake in ASCPL from JKS Finance Limited and its affiliates. As a result of which, ASCPL has now become a wholly owned subsidiary of the Company and hold 100% in CL Business.

Acquisition of 30% stake of Gati-Kintetsu Express Private Limited

Gati Limited, Subsidiary of the Company, holds 70% stake in Gati-Kintetsu Express Private Limited ("GKEPL"). The Company entered into a Share Purchase Agreement between the Company, KWE-Kintetsu World Express (s) Pte Ltd. ("KWE Singapore"), KWE Kintetsu Express (India) Private Limited ("KWE India"), Gati Limited and GKEPL on March 27, 2023, for acquisition of 30% stake in GKEPL from KWE Singapore and KWE India.

Sale and acquisition of certain Subsidiaries in Blackstone Deal:

In FY 2020, the Company had entered into the definitive agreements with BRE Asia Urban Holdings Ltd., an entity controlled by funds managed or advised by affiliates of The Blackstone Group Inc. ("Blackstone"), which is a globally renowned real estate private equity investor. Pursuant to the said agreement and extended transaction agreements entered during the year, the controlling stake in certain subsidiaries got transferred to Blackstone and the Company, post satisfaction of customary closing conditions and achievement of certain milestones as prescribed in the transaction documents executed by and among Blackstone, the Company and subsidiaries of the Company. The said transaction was carried out in following manner:

1. Sold 90% equity stake held by the Company in Venkatapura Logistics and Industrial Parks Private Limited to Blackstone on February 01, 2023.

2. Sold 90% equity stake held by the Company in Malur Logistics and Industrial Parks Private Limited to Blackstone on February 01, 2023.

3. Allotted 90,000 equity shares to Blackstone upon conversion of 90,000 Compulsory Convertible Debentures of Kalina Warehousing Private Limited and Panvel Warehousing Private Limited on February 01, 2023. As a result, Blackstone is now holding 90% stake in both the entities.

Pursuant to the Scheme of Arrangement and Demerger between the Company and Allcargo Terminals Limited (Formerly known as Allcargo Terminals Private Limited) and TransIndia Real Estate Limited ("TREL") (Formerly known as TransIndia Realty & Logistics Parks Limited), balance 10% equity stake held in the above mentioned Co''s. were transferred TREL.

4. Acquired 90% equity stake held in Madanahatti Logistics and Industrial Parks Private Limited by the Company from Blackstone on February 21, 2023 and subsequently 90% stake was transferred to TREL pursuant to the Scheme.

Increase in shareholding of the Company in Gati Limited consequent to conversion of Share Warrants

The Company subscribed 71,61,120 Equity Warrants of Gati Limited at a price of ''97.75 per equity warrants, which was convertible into equity shares within period of 18 months from the date of allotment of share warrants i.e. June 17, 2021 and upon payment of balance 75% subscription money.

On November 26, 2022, the Board of Directors of Gati Limited allotted 71,61,120 equity shares of ''2/- each to the Company pursuant to the exercise of the options attached to the warrants. As a result, the shareholding of the Company has increased from 47.30% to 50.20% in Gati Limited.

CHANGES IN THE NATURE OF BUSINESS

The 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 materially impacted the financial position of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

Except the Scheme, there is no material changes and commitments which may affect the financial position of the Company, subsequent to close of FY2022-23 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders has been passed by any regulator or court or tribunal which would impact going concern status of the Company and its future operations.

CREDIT RATING

The Company continues to have credit rating which denotes high degree of safety regarding timely servicing of financial obligation. The Company has received the following credit

ratings for its long term and short term Bank/Financial Institution Loan facilities and Non-Convertible Debentures from various rating agencies:

Rating Agency	Rating	Instrument / Facility
CRISIL	CRISIL AA/Stable (Reaffirmed)	Long Term Bank Loan
	CRISIL A1 (Reaffirmed)	Short Term Bank Loan
	CRISIL AA-/ Watch Developing	Long Term Bank Loan
CRISIL	CRISIL AA/Stable	Non- Convertible Debenture

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and the Rules framed thereunder.

SHARE CAPITAL

During the year under review, there is no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

As at March 31, 2023, the Authorized Share Capital of the Company is ''64,40,00,000/- divided into 29,47,25,000 Equity Shares of ''2/-each and 500 4% Cumulative Redeemable Preference Shares of ''100/- each and 5,45,000 Redeemable Preference shares of ''100/- each.

Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2023 is ''49,13,91,048/- divided into 24,56,95,524 equity shares of ''2/- each.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

A separate section on the Corporate Governance together with requisite certificate obtained from the Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 34 read along with Schedule V of the Listing Regulations, is included in the Annual Report.

BOARD OF DIRECTORS

Number of meetings of the Board of Directors

During the year under review, 9 (Nine) Board meetings were convened and held, the details of which are provided in the ''Corporate Governance Report''.

Committee Position

The details of the composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the ''Corporate Governance Report''.

Recommendation of Audit Committee

During the year under review, there is no instance of nonacceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

Directors

Appointment of Director

Based on the recommendation of the Governance and Nomination & Remuneration Committee ("GNRC") and in accordance with provisions of the Act and the Listing Regulations;

1. Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) was appointed as a Non-Executive Non-Independent Director of the Company by the Members vide Ordinary Resolution passed through Postal Ballot on April 21, 2022.

2. Mr Mahendra Kumar Chouhan (DIN: 00187253) and Radha Ahluwalia (DIN: 00936412) were appointed as Additional Non-Executive Independent Directors of the Company w.e.f. February 11, 2022 and their appointment was approved by the shareholders vide special resolutions passed through Postal Ballot dated April 21, 2022.

3. Mr Martin Muller (DIN:09117683) was appointed as an Independent Director of the Company for a tenure of 2 years by the members of the Company at the 28^th Annual General Meeting (28^th AGM) held on September 29, 2021. Further, he has been re-appointed as an Independent Director of the Company, for a second term of 3 (Three) consecutive years commencing from March 31, 2023 to March 30, 2026 by the members vide Special Resolution passed through postal ballot on March 25, 2023.

4. Mr Sivaraman Narayanaswami (DIN:00001747) was appointed as an Additional Non-Executive Independent Director of the Company for a tenure of 3 (Three) consecutive years commencing from May 04, 2023 to May 03, 2026 by the Board of Directors of the Company, subject to the approval of the members.

Further, the Members vide Special Resolution passed in the AGM held on September 20, 2022, approved the appointment of Mr Nilesh Vikamsey (DIN: 00031213) as an Independent Director of the Company from June 30, 2022 to June 29, 2024 for tenure of 2 years.

In the opinion of the Board, the above Directors appointed during the year have integrity, relevant expertise and experience (including the proficiency) to act as an Independent Directors of the Company.

Cessation of Director

Ms Cynthia Dsouza (DIN: 00420046) ceased as an Independent Director from the Board of the Company with effect from June 29, 2022 due to completion of her tenure.

Reappointment of Directors

In accordance with the Section 152 of the Act and the Articles of Association of the Company, Mr Shashi Kiran Shetty (DIN: 00012754) and Mr Kaiwan Kalyaniwalla (DIN: 00060776) of the Company, retires by rotation at ensuing AGM and being eligible, offers themselves for re-appointment.

Attention of the members is invited to the relevant items in the Notice of the 30^th AGM and the explanatory statements thereto.

Re-designation of Mr Shashi Kiran Shetty as Founder & Executive Chairman and Mr Adarsh Hegde as Managing Director of the Company

Considering the transformation in Organization Structure of the Company, the Board considered and redesignated Mr Shashi

Kiran Shetty as Founder & Executive Chairman with effect from May 29, 2023. Also, the Board considered and recommended the redesignation of Mr Adarsh Hegde as Managing Director of the Company with effect from June 01, 2023, on such terms and conditions that are to be approved by the shareholders at the 30^th Annual General Meeting.

Declaration from Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 16 and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Companies Act, 2013 and Regulations 17 and 19 of the Listing Regulations, GNRC has set the criteria for performance evaluation of the Board, its Committees, individual Directors including the Chairman of the Company and the same are given in detail in the ''Corporate Governance Report''.

Based on the criteria set by GNRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for FY2022-23. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI as amended from time to time. An online platform has been provided to each Director for their feedback and evaluation.

The parameters for performance evaluation of the Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Company''s long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions etc.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. GNRC reviewed the performance of individual Director and separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company taking into account the views of Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

KEY MANAGERIAL PERSONNEL ("KMP")

The following are the KMPs of the Company as at March 31, 2023:

- Mr Shashi Kiran Shetty, Founder & Executive Chairman;

- Mr Adarsh Hegde, Managing Director;

- Mr Ravi Jakhar, Chief Strategy Officer & Chief of Staff;

- Mr Deepal Shah, Group Chief Financial Officer;

- Capt. Sandeep R Anand, Chief Executive Officer - Marketing;

- Mr Devanand Mojidra, Company Secretary & Compliance Officer

During the year under review, Mr Suresh Kumar Ramiah, resigned from the position of Chief Executive Officer of the Company with effect from March 31, 2023.

REMUNERATION POLICY

GNRC has framed a policy on Directors, KMP 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 Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The criteria as aforesaid is given in the ''Corporate Governance Report''. The Remuneration Policy of the Company has been hosted on the Company''s website https://www.allcargologistics. com/investors/investorservices/corporatepolicies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section 177 of the Act. According to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behaviour, breach of Code of Conduct or Ethics Policy, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee and provides for adequate safeguards against the victimization of Whistle Blower, who avail of such mechanism and provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same.

The Whistle Blower Policy is hosted on the Company''s website https://www.allcargologistics.com/investors/investorservices/ corporatepolicies.

During the year under review, the Company has not received any complaints through Vigil Mechanism. It is affirmed that no personnel of the Company has been denied access to the Chairman of the Audit Committee.

RISK MANAGEMENT

Our ability to accomplish sustainable business growth, secure the company''s assets, protect shareholder investments, ensure compliance with relevant laws and regulations, and prevent significant surprises of risks is made possible by implementing effective and appropriate risk management systems and structures.

As Allcargo Group is a logistics company that provides integrated business solutions for national and international trade, warehousing, transportation, and handles different kinds of cargo, the company is exposed to inherent business risks. To identify, evaluate, monitor, control, manage, minimize, and mitigate these risks, the Board of Directors has formulated and implemented an Enterprise Risk Management Policy. The Enterprise Risk Management Policy is intended to ensure that an effective risk management framework is established and implemented within the Company.

Setting up a robust organisational structure for the implementation of risk management systems and structures

ensures that they are effectively governed. The roles and responsibilities defined for each group identified in the organisational structure are governed in the Enterprise Risk Management Policy, and the Risk Management, Finance, Strategy and Legal Committee oversees potential negative impacts from the risk management process. During the reporting period, the Risk Management, Finance, Strategy, and Legal Committee met four times to discuss and review the Company''s risk management practices.

In order to ensure that we have a deep understanding of our risk landscape and are better positioned to mitigate and prevent the same, we work towards making risk management an integral part of the day-to-day operations of our businesses. All our employees are responsible for promoting sound risk management methods in their respective fields and are actively engaged in risk management within their own areas of responsibility.

We have in place a broad risk management framework which is formulated in line with the ISO 31000 Risk Management - Principles and Guidelines. The risks are identified, classified, and managed in a timely and accurate manner, and information about risks is escalated to all management levels so that informed decisions can be made. The below illustration depicts how the ISO 31000 are integrated into both our risk management framework and the process adopted to manage the identified risks.

Under the guidance of the Board, the Risk & Compliance Head facilitates dedicated risk workshops for each business vertical and key support function. In these workshops, risks are identified, assessed, analyzed, and accepted or mitigated to an acceptable level within the organization''s risk appetite. The Risk Management Committee monitors the risk management activities of each business vertical and key support function. The Risk Management Committee also ensures that fraud risk assessment is an integral part of the overall risk assessment process.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls and believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory, and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2022-23 for ensuring the orderly and efficient conduct of its business including

adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2023, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business responsibility and sustainability initiatives taken on environmental, social and governance perspective, in the prescribed format is available as a separate section which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 1 of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.

The CSR Policy is hosted on the Company''s website https:// www.allcargologistics.com/investors/investorservices/ corporatepolicies.

CONSOLIDATED FINANCIAL STATEMENTS

A statement containing the salient features of the Financial Statements including the performance and financial position of each Subsidiaries, Joint Ventures and Associate Companies as per the provisions of the Act, is provided in the prescribed Form AOC-1 which is annexed as Annexure 2.

Pursuant to Section 129 of the Act and Regulation 33 of the Listing Regulations, the attached Consolidated Financial Statements of the Company and all its Subsidiaries, Joint Ventures and Associate Companies have been prepared in accordance with the applicable Ind AS provisions.

The Company will make available the said Financial Statements and related detailed information of the subsidiary companies upon the request by any Member of the Company. Members seeking inspection to inspect these Financial Statements can send e-mail to [email protected].

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

Sr. No.	Name of Company	Relationship	Nature of Change	Effective Date
1.	A G L Warehousing Private Limited	WOS	Ceased	April 01, 2023*
2.	Allcargo Inland Park Private Limited	WOS	Ceased	April 01, 2023*
3.	Allcargo Multimodal Private Limited	WOS	Ceased	April 01, 2023*
4.	B hiwandi Multimodal Private Limited	WOS	Ceased	April 01, 2023*
5.	Kop roli Warehousing Private Limited	WOS	Ceased	November 09, 2022
6.	Kop roli Warehousing Private Limited	WOS	Ceased	April 01, 2023*
7.	Marasandra Logistics and Industrial Parks Private Limited	WOS	Ceased	April 01, 2023*

Sr. No.	Name of Company	Relationship	Nature of Change	Effective Date
8.	M alur Logistics and Industrial Parks Private Limited	WOS	Ceased	February 01, 2023
9.	Ven katapura Logistics and Industrial Parks Private Limited	WOS	Ceased	February 01, 2023
10.	Ka lina Warehousing Private Limited	WOS	Ceased	February 01, 2023
11.	Panvel Warehousing Private Limited	WOS	Ceased	February 01, 2023
12.	Jhajjar Warehousing Private Limited	WOS	Ceased	April 01, 2023*
13.	Allcargo Warehousing Management Private Limited	WOS	Ceased	April 01, 2023*
14.	Allcargo Terminals Limited	WOS	Ceased	April 01, 2023*
15.	Avvashya Inland Park Private Limited	WOS	Ceased	April 01, 2023*
16.	Avvashya Projects Private Limited	WOS	Ceased	April 01, 2023*
17.	Dankuni Industrial Parks Private Limited	WOS	Ceased	April 01, 2023*
18.	Hoskote Warehousing Private Limited	WOS	Ceased	April 01, 2023*
19.	Speedy Multimodes Limited	Subsidiary	Ceased	April 01, 2023*
20.	TransIndia Real Estate Limited	WOS	Ceased	April 01, 2023*
21.	Altcargo Oil & Gas Private Limited	WOS	Under process of Strike off	Application for strike off on March 31, 2023
22.	M adanahatti Logistics and Industrial Parks Private Limited	WOS	Acquired	February 21, 2023
23.	M adanahatti Logistics and Industrial Parks Private Limited	WOS	Ceased	April 01, 2023*
24.	Transnepal Freight Station Services	Joint Venture	Ceased	April 01, 2023*
25.	A 1 Icargo Logistics Park Private Limited	Joint Venture	Ceased	April 01, 2023*
26.	Fa i r Trade GMBH Sheffard handle	Subsidiary	Acquired	December 31, 2022
27.	Asia Express Line GMBH	Subsidiary	Acquired	December 31, 2022
28.	As iapac Equity Investment Limited	WOS	Acquired	December 31, 2022
29.	Al Icargo Tanzania	WOS	Acquired	January 30, 2023
30.	As i apac Logistics Salvador	WOS	Acquired	February 27, 2023
31.	A siapac Turkey Tasimacilik Anonim Sirketi	WOS	Acquired	December 31, 2022

WOS-Wholly owned subsidiary

* Pursuant to the Scheme of Arrangement and Demerger between the Company, Allcargo Terminals Limited and TransIndia Real Estate Limited

The Policy for determining "Material" Subsidiary" as approved by the Board, from time to time, is hosted on the Company''s website https://www.allcaraoloaistics.com/investors/investorservices/corporatepolicies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions/contracts/arrangements 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 and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors or KMP which may have a potential conflict with the interest of the Company at large.

Certain transactions/contracts/arrangements with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure 3 to this report.

transactions entered into with related parties are certified by the Management and the Independent Chartered Accountants stating that the same are in the ordinary course of business and at arm''s length basis.

The Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board, from time to time, is hosted on the Company''s website https://www.allcargologistics.com/investors/investorservices/ corporatepolicies.

The details of related party transactions that were entered during FY2022-23 are given in the notes to the Financial Statements as per Ind AS24, which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

or any investment made. However, as a good governance practice of the Company, the details of loans given, guarantees and securities provided are annexed as Annexure 4. Details of investments made are provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s S R Batliboi & Associates LLP, Chartered Accountants ("SRBA"), were re-appointed as Statutory Auditors of the Company by the Members at the 27^th AGM held on September 09, 2020 to hold office upto the conclusion of 32^nd AGM of the Company to be held in the year 2025.

SRBA have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

Further, the report of the Statutory Auditors along with the notes on the Financial Statements is enclosed to this Report. The Auditors'' Reports do not contain any qualification, reservation, adverse remarks, observations or disclaimer on Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2023.

The other observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Parikh & Associates, Company Secretaries in practice, to undertake the Secretarial Audit of the Company for FY2022-23. The Report of Secretarial Auditor in Form MR-3 for FY2022-23 is annexed as Annexure 5.

The Company has also obtained Secretarial Compliance Report for FY2022-23 from M/s Parikh & Associates, Company Secretaries in Practice in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

No instance of fraud has been reported by the Secretarial Auditor. Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The details of employees remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 6.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours i.e. 11:00 a.m. to 2:00 p.m. on working days excluding saturdays, sundays and public holidays up to the date of the AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to [email protected].

None of the employees who are posted and working in a country outside India, not being Directors or their relatives, draw remuneration more than the limits prescribed under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, none of Directors of the Company has received any remuneration from the Subsidiary Companies except as disclosed in the report.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing Safety, Health and Environment awareness among its employees. 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 and Safety risks is an essential component of our business strategy. The Company has identified Health and 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 and other assets from any possible loss and/or damages.

Also company is monitoring disclosures as per Global Reporting Initiative 403, Occupational Health and Safety.

The following safety related measures are taken at various locations:

â¢ Fire and Safety drills are conducted for all employees and security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency.

â¢ Safety Awareness Campaign like Road Safety Week, National Safety week, Fire Safety Week, Environment Day is held/ celebrated at major locations to improve the awareness of Health, Safety & Environment of employees.

â¢ Each equipment is put through comprehensive Quality Audit and Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per the specifications by various Original Equipment Manufacturer. All equipment are mandatorily ensured with PUC. Fitness certificates are issued based on the compliance of the safety norms.

â¢ Regular training/skills to staff and contractors to inculcate importance of safety amongst them. Further, handling of Hazardous Material training and Terrorist Threat Awareness Training are provided to all employees.

â¢ Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact on their families.

â¢ Accident prone routes identified and supervisors allocated to have control over the vehicle movement.

â¢ Occupational Health & Safety audits and Fire & Electrical Safety audits are conducted by competent agencies at regular intervals.

â¢ Fortnightly visit by Doctors to office for medical counselling of employees. Further, Medical Health check-up of all employees are conducted at regular intervals.

â¢ CCTV and Safety alarms are installed at major locations.

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

â¢ Oxygen and temperature checks were mandatory for all staff members and visitors at all office locations.

â¢ Operations have been modified and optimized to adhere to social distancing requirements and work with minimal staff on-site.

â¢ All Locations undergo third party surveillance audit annually for Health, Safety and Environment and Biannual Fire & Electrical Safety audits are conducted. All observations, Suggestions for improvements during audit are implemented on priority with target dates.

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

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act and Rules framed thereunder, is annexed as Annexure 7.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "POSH Act"). The Internal Complaints Committee ("ICC") redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, two complaints with allegation of sexual harassment was filed with ICC, detailed investigation was carried out and same was disposed-off as per the provisions of POSH Act. Twelve Awareness Program about Sexual Harassment Policy were conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer, Mumbai, pursuant to Section 21 of the POSH Act and Rules framed thereunder.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder, an Annual Return is hosted on the website of the Company https://www.allcargologistics.com/investors/financials/ downloads/annualreports

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable to the Company being in to service industry.

INSOLVENCY AND BANKRUPTCY

No application made or processing is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under the review.

DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) they have 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, 2023 and of the profit for that period;

c) they have 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) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

For and on behalf of the Board of Directors

Sd/-

Shashi Kiran Shetty

Founder & Executive Chairman DIN: 00012754

Place: Mumbai Date: May 30, 2023

Mar 31, 2022

The Directors present their Twenty-Ninth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

('' in Lakhs)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Continuing Operation
Total Income	20,11,441	10,55,345	3,67,665	1,98,538
Total Expenses	19,00,983	10,30,604	3,30,447	1,78,520
Profit before share of profit from associates, joint ventures, exceptional items and tax	1,10,458	24,741	37,218	20,018
Share of profits from associates and joint ventures	8,120	1,700	_-	_-
Profit before exceptional items and tax	1,18,578	26,441	37,218	20,018
Exceptional items	6,437	(10,533)	5,411	(350)
Profit before tax after exceptional items	1,25,015	15,908	42,629	19,668
Tax expense
- Current tax	32,801	12,677	10,075	3,668
- Deferred tax	(4,246)	(6,280)	(3,964)	(3,001)
Profit after tax for the period from continuing operation	96,460	9,511	36,518	18,892
Discontinued Operation
Profit before tax for the period from discontinuing operation	_-	_-	198	256
Tax Expenses for the period for discontinued operation	_-	_-	69	90
Profit after tax for the period from discontinued operation	_-	_-	129	167
Profit / (loss) for the period from continuing and discontinuing operation	_-	_-	36,647	19,149
Other comprehensive income	_-	_-	_-	_-
Items that will not be reclassified subsequently to Statement of Profit and Loss:
Re-measurement gain/(loss) on defined benefit plans	(412)	(400)	(37)	69
Items that will be reclassified subsequently to Profit or Loss:
(i) Exchange gain on translation of foreign operations	1,126	1,613	_-	_-
Income Tax effect	250	(287)	_-	_-
(ii) Hedge of net investments in foreign operations	1,002	(876)	_-
(iii) Cash flow hedge reserves	_-		1,002	(876)
Income tax effect	(318)	306	(318)	306
Other comprehensive income for the year, net of tax	1,648	356	648	(501)
Total comprehensive income for the year, net of tax	98,108	9,867	37,295	18,648
Profit attributable to:
- Equity holders of the Parent	92,573	17,290	36,647	19,149
- Non-controlling interests	3,887	(7,779)	_-	_-
Other comprehensive income attributable to:
- Equity holders of the Parent	1,654	418	648	(501)
- Non-controlling interests	(6)	(62)	_-
Total comprehensive income attributable to:
- Equity holders of the Parent	94,227	17,708	37,295	18,648
- Non-controlling interests	3,881	(7,841)	_-	_-
Total comprehensive income attributable to owners of the equity at the beginning of the year	1,76,148	1,63,340	1,09,246	95,520
Total comprehensive income for the year	94,227	17,708	37,295	18,640
On account of business combination	_-	13	_-	_-
Non-Controlling interest acquired	621	_-	_-	_-
Others	291	_-	_-	_-
Less: Appropriation
Cash Dividend on equity shares	(7,373)	(4,914)	(7,373)	(4,914)
Tax on Dividend	_-	_-	_-	_-
Total comprehensive income attributable to owners of the equity at the end of the year	2,63,914	1,76,148	1,39,167	1,09,246

IMPACT OF COVID-19 ON BUSINESS

The year started with gradually decline in reported cases, however global and local trade were once again impacted by second and repeated severe waves of COVID-19 variants. Pandemic spread over India, America, Africa and more recently China interrupted the pace of recovery which resulted volatility in volumes and realizations over the year. Reported cases increased at a faster pace which led to an uncertain environment followed by various forms of restrictions being implemented which eventually led to imposing lockdowns.

Despite challenges, our company ensured continuous support to its customers while ensuring no compromise on service. The Company was quick to adopt and seamlessly operate on a hybrid culture work environment. As a custodians of our customers data, the Company stepped up its IT security, achieving ISO 27001 accreditation for all its group companies. Being the only auditable international standard that defines requirements of an information security management system (ISMS), the certification establishes seal of approval and quality check.

Further, the Company also initiated vaccination drive at all its locations which not only covered the employees but also their family members. #STAYSMART COVID guidelines were activated emphasizing safety regulations at home, workplace and travelling. In addition to mandatory usage of mask, sanitizers, and temperature screening, we implemented several well-being initiatives for our employees locally as well as globally, including sessions on work life balance, self-care and focus on mental and physical health. COVID assistance team proactively accelerated their exclusive tie ups with Isolation and Quarantine facilities.

DIVIDEND

During the year under review, the Company has declared and paid an Interim Dividend of ''3/- per equity share (150%) on the paid-up capital of the Company for the financial year ended March 31, 2022.

In view of outlay on account of Interim Dividend, the Board recommended that the Interim Dividend declared on March 16, 2022 shall be treated as the Final Dividend on the equity shares of the Company for the financial year ended March 31, 2022.

TRANSFER TO RESERVE

During the year under review, there was no amount transferred to any of the reserves by the Company.

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2021-22 increased from ''10,49,810 Lakhs to ''20,07,207 Lakhs, an increase of 91% over the previous year.

The Business Earnings before Interest, Depreciation, Tax and Amortization stood at '' 1,51,564 Lakhs, an increase of 139% as compared to ''63,377 Lakhs earned in the previous year.

The Profit for the year attributable to the Members and noncontrolling interest ''96,460 Lakhs, an increase by 914% as compared to ''9,511 Lakhs of the previous year.

Consolidated Cash Flow:

The Cash flows from operations post tax were positive ''85,034 Lakhs (as at March 31, 2021 ''32,975 Lakhs). Spend on capex was ''26,368 Lakhs. The borrowing of the Company as at March 31, 2022 stood at '' 1,84,788 Lakhs (as at March 31, 2021 '' 1,75,368 Lakhs). Cash and bank balances including investment in mutual funds stood at ''72,107 Lakhs (as at March 31, 2021 ''33,798 Lakhs). The Net Debt to Equity stood at 0.32 times (as at March 31, 2021 0.54 times).

Standalone:

The revenue from operations for FY2021-22 increased from '' 1,80,148 Lakhs to ''3,43,262 Lakhs, an increase of 91% over the previous year.

The Business Earnings before Interest, Depreciation, Tax and Amortization stood at ''26,313 Lakhs, an increase of 47% as compared to '' 17,897 Lakhs earned in the previous year.

The Profit after taxes from continuing operations was ''36,518 Lakhs, an increase by 92% as compared to '' 18,982 Lakhs of the previous year.

Standalone Cash Flow:

The Cash flows from operations were positive ''4,071 Lakhs (as at March 31, 2021 '' 17,027 Lakhs). Spend on capex was '' 1,407 Lakhs. The borrowing of the Company as at March 31, 2022 stood at ''74,284 Lakhs (as at March 31, 2021 ''70,930 Lakhs). Cash and bank balances including investment in mutual funds stood at ''20,474 Lakhs (as at March 31, 2021 ''6,381 Lakhs). The Net Debt to Equity stood at 0.28 times (as at March 31, 2021 0.40 times).

BUSINESS OVERVIEW

The Company operates mainly into four segments i.e. (i) Multimodal Transport Operations (International Supply Chain); (ii) Container Freight Stations/Inland Container Depots; (iii) Project and Engineering Solutions and (iv) Logistics Park.

The Company is carrying out Contract Logistics business through its joint venture i.e. Avvashya CCI Logistics Private Limited and Express Logistics business through its Subsidiary Company, Gati Limited

Multimodal Transport Operations (MTO) (International Supply Chain)

The Company operates in MTO business segment including Non Vessel Owning Common Carrier ("NVOCC") operations related to Less than Container Load ("LCL") consolidation and Full Container Load ("FCL") forwarding activities. Our NVOCC services are built on the strength of our nationwide and global reach with 310 offices in 180 countries. With our global network, we serve over 2,400 global trade lanes, 4000 port pairs including over 300 trade lanes that connect India, connecting businesses across the world.

A quarter century of global expertise and experience has evolved us into the world leader in LCL consolidation and India''s leading integrated logistics solutions provider, offering one-stop-solutions that empower businesses in India and across the world. Our global network, local insights and operational

excellence gives the edge and peace of mind that our customers experience only the World LCL Leader.

Our NVOCC services gives the benefit of LCL, FCL and Air Freight Services, backed by first and last mile delivery, having the convenience of dealing with just one partner for end-to-end needs of our customer Latest Processes, state-of-the-art systems and experienced workforce ensure highest standards of multimodal services. With value added services like inland trucking service and warehousing capabilities, we ensure complete transit with safety. We have successfully eliminated transit time by adding direct lines within the network.

With our industry leading the use of digital solutions, to add Customer''s efficiency, reliability and convenience, our teams are working to test and implement the latest tech innovation, in order to gain further operational and functional efficiencies. This in return brings greater agility and transparency in our service offerings. ECU360, our in-house developed state-of-the-art platform, enables customers to effortlessly manage their shipments, with real-time information on their fingertips. In addition, we have recently launched our new API Product suite, making ECU Worldwide integration ready for customers, vendors and third party providers.

Container Freight Stations (CFS)/ Inland Container Depots (ICD)

CFS-ICD facilities are extension of port activities, enabling effective evacuation of export and import containers through road and rail. Apart from keeping Indian ports capacity utilizations at optimal levels, CFS-ICD provides a range of other services like custom clearance, container and cargo storage, stuffing and de-stuffing of containers, warehouse to last mile delivery as value added services to the customers. CFS-ICD facilities are a vital cog in the EXIM supply chain of the country.

The Company has strategically created its presence in CFS at key Container Terminals of the Country viz. JNPT- Mumbai, Chennai, Mundra and Kolkata, which drives around three fourths of India''s container traffic. These ports are connected and cater to India''s widespread demographic hinterland and we, at Allcargo take pride in serving their needs for nearly two decades. At the core of the business lies Allcargo''s strong customer connect, reliable stakeholder management, robust systems and processes that are lean and agile making us a premier CFS service provider in the Country. The Company''s business model has unique synergies between its global presence through ECU Worldwide and domestic presence through Contract Logistics (ACCI) and Gati.

For seamless services, Allcargo offers online submission of import & export documents, online invoice and online payment, new generation RFID system for track & trace of containers and E-Tariff module. In line with the India''s digital thrust and Allcargo Group''s Digital First strategy, we have recently launched "myCFS" portal that provides end-to-end CFS services in just a few clicks. With "myCFS" customers can enhance efficiencies with online facilitation of service requests, quick upload and retrieval of documents as well as access to current and archived reports. The portal also gives access to contact-less services from the comfort of your home or office. Soon, with the help of mobile app, customers will be able to request for container grounding for examination and de-stuffing. We believe such simplification and digitization is possible at multiple touch points which could significantly add to customer delight, positioning us as the most preferred logistics partner.

In line with our values for protecting our environment and

encouraging sustainable practices, we have installed Solar Power plant of 100 KW at our facilities. In addition, we also undertake tree plantation drives, discourage use of single use plastic wares, and replaced our lighting infrastructure with energy efficient lighting.

The future of the industry is taking a shift towards increasing demand for providing multimodal solutions, export-oriented solutions and manage LCL requirements of the industry. In line with these macro-economic trends, the Company would evolve its CFS solutions to integrated services straddling other links of the supply chain, viz., export, LCL, warehousing and multimodal solutions through strategic partnerships and investments in best-in-class infrastructure.

Project and Engineering Solutions (p&e)

The group strategy of focusing on core, asset light, high RoCE business has achieved a milestone in the current year. The project business which handled movement of over dimensional cargo (ODC) was sold during the financial year 2022. The segment now includes equipment (trailers, cranes, forklift and stackers) leasing business. More than 90% of the equipment''s are fully depreciated and are operating in optimal condition. Since FY2014, there was no new capital deployment in the segment, and other balance assets which has higher maintenance costs or older and low yield are being strategically rationalized. Average asset utilisation levels for FY2022 stood at 78% as compared to 60% in FY2021.

Post demerger, the segment would be transferred to TransIndia Realty & Logistics Parks Limited whereby these assets would be aligned to the infrastructure growth story of India. Despite risks and challenges, Government''s top priority on infrastructure development is expected to aid improved realisation and utilisation levels for these assets. Through focused capital allocation, the Company focus would remain to generate higher yields on the assets managed.

Logistics Park (lp)

The Company''s logistics and industrial parks are located across major logistics markets in India such as Delhi-NCR, Bengaluru, Hyderabad, Ahmedabad, Pune, Mumbai (JNPT), Hosur and Goa. Our Logistics Parks are distinguished by high-quality tenants, including several leading E-commerce companies, light manufacturing, consumer goods, contract logistics, express logistics and record management companies.

The Company has 6 million sq. ft. of Grade-A logistics parks that are completed or nearing completion with over 93% leased out and 80% already operational. Our completed warehousing units have zero vacancy.

Our large portfolio of operational assets put us among the top three owner-operator of Logistics Park in the Country. We have expertise throughout the development cycle and have in-house capabilities to acquisition, design development, construction, leasing and property management. We also have 3 million sq.ft. of additional development pipeline on land parcels already owned by the project SPVs. The initial portfolio was developed using our balance sheet strength. However, since last 1 year we have embarked on a de-leveraging exercise achieved through a mix of dilution of super majority stake to a prominent global real estate fund and by proceeds of lease rental discounting that are served by the standalone rental incomes. The de-leveraging strategy is a continuous exercise and we expect that by the end of FY2021-22, we would have significantly reduced the balance sheet exposure to warehousing assets while keeping a minority but strategic stake, barring a port located warehouses strategic to our core business which we shall continue to own. Given our

proven track record of a top class logistics real estate space provider, we will continue to expand further but with an asset light strategy which gives backing of institutional investments.

We believe that we are well-positioned to capitalize on the favorable long-term prospects of logistics real estate in India. We have additional pipeline of assets which include second developments in the main cities and also other key cities that offer the best long-run development opportunities and which should benefit the most from growth.

Contract Logistics through Avvashya CCI Logistics Private Limited ("ACCI")

Contract Logistics ("CL") continues to be the fastest growing sub-sectors of logistics in India. FY2022 has been a year where the organization has expanded and strengthened its presence in the segment.

Currently, Allcargo''s CL division manages more than 50 lacs sq. ft. of warehousing space across 50 locations with significant presence in major consumption centres Pan-India, a third of this is in Grade "A" warehouses. While we continue to maintain leadership in the chemical vertical, we have also significantly added in the area in E-Commerce and Auto. One of our key strengths, we pride, is our ability to provide world class solution design to our customers, be it the large industry leaders or fast growing unicorns. We excel at providing bespoke solutions to our customers to solve their Supply Chain problems and create a value for them that help us to create lasting partnerships. One of the key differentiators of our warehousing services, especially in chemical space, is the stringent safety standards that we adhere to. No storage is allowed unless all safety compliances and certifications are implemented. We deploy full range of safety features that allow us to store different types of hazardous and non-hazardous goods. We consistently receive customer appreciations and awards from various industry bodies in the area of Safety and Quality. Our expertise encompasses Automotive manufacturing and Distribution, from Passenger, commercial vehicles to component manufacturers. We offer packaging, kitting, manage and optimize our customers overall supply chain.

Allcargo''s Contract Logistics division is also making strategic investments in automation & digitization. We have invested in state-of-art Warehouse Management System ("WMS") last year with deployment in specific accounts and this year we are planning to identify & deploy Transport management System ("TMS") that will act as a catalyst for our expansion of service offerings in transportation. Apart from this, we continue to invest in adding capabilities with our customer''s needs. We have a multi customer site with Order Management System ("OMS") capabilities at Farukhnagar and also operate a "Seller Flex" model at our Bhiwandi Warehouse. We also offer services like production logistics, engineering, ordering and replenishment services, reusable packaging solutions, tailor made kitting, just-in-time and pull delivery concepts and pre-production services. Key benefits of production logistics include optimisation of part flows from point of delivery to production, Just- In-Time ("JIT") that reduce inventory at line level and lower costs, use of lean management concepts and minimisation of handover points and interfaces. In line with the Group philosophy, we are committed to protect the environment, create a strong governance structure and contribute to the betterment of community.

Allcargo''s CL is one of the predominant players in this verticals managing activities for key clients in Chemical, Automotive, Engineering & E-commerce and planning to expand into new verticals like Pharma, Retail & Fashion, Consumer Sector, Paints,

Agri chemicals and Lubricants. We are looking at doubling our footprint and expand in next 3 years across existing as well as new verticals and geography.

Express Logistics (GATI Limited)

Allcargo Logistics is the promoter and the single largest shareholder of Gati Limited ("Gati") with 47.30% ownership and the shareholding would exceed by 50.20% on conversion of warrants. As Allcargo''s Group Company, Gati can now tap into a Global Network Operating in 180 countries and expand the scope of our services to include the diverse logistics business verticals. Through Gati''s domestic reach and network, Gati offers end-to-end logistics solutions to its global and local clients in India.

Gati operates in time sensitive, high value cargo which requires specialised handling. Gati is pioneer in express industry and manages Industry leading infrastructure network offering its services across 99% of GoI approved pin codes. Gati operates complex hub & spoke network through 31 transhipment hubs, distribution centres and warehouses spanned over ~4 mn sq.ft. across multiple locations in India. Its core offerings include surface and air express however, it also provides other solutions like supply chain management and e-commerce solutions. The express business is undertaken through its Joint Venture with Kintetsu Express Private Limited (KWE) under subsidiary Gati-Kintetsu Express Private Limited ("GKEPL").

STATE OF COMPANY AFFAIRS

Acquisition of additional equity stake and control in Gati Limited, an express logistics entity

During the year under review, the Company has subscribed 10,23,020 Equity Shares on preferential basis of face value of '' 2/-each ("Equity Shares") at a price of ''97.75 per Equity Share and thereby shareholding of the Company in Gati Limited increased from 46.86% to 47.30% of the enhanced paid up equity share capital of the Gati Limited.

Further, the Company has also subscribed 71,61,120 Equity Warrants at a Price of ''97.75 per Equity Warrants on preferential basis, which will be convertible into Equity Shares within a period of 18 (Eighteen) months from the date of allotment i.e. June 17, 2021. Consequently, the shareholding of the Company will increase to 50.20% after the conversion of the Equity Warrants.

Scheme of Amalgamation (Merger by Absorption) between Hindustan Cargo Limited, wholly owned subsidiary and the Company

Hon''ble National Company Law Tribunal, Mumbai Bench, vide its order dated July 16, 2021 approved the Scheme of Amalgamation (Merger by Absorption) between Hindustan Cargo Limited, a wholly owned subsidiary of the Company and the Company under Sections 230 to 232 of the Act which became effective from August 26, 2021. Pursuant to said order, all the assets and liabilities of Hindustan Cargo Limited became assets and liabilities of the Company with effect from appointed date i.e. April 1, 2020.

Transfer of Contract Logistics Business from Avvashya CCI Logistics Private Limited to Avvashya Supply Chain Private Limited (formerly known as South Asia Terminals Private Limited)

The Board of Directors of the Company in its meeting held on June 11, 2021 approved and given its consent to the scheme of demerger under Sections 230 to 232 whereby the contract logistics business of its joint venture entity namely Avvashya CCI Logistics Private Limited will get transferred to Avvashya Supply Chain Private Limited (formerly known as South Asia Terminals Private Limited) a wholly owned subsidiary of the Company, on

the going concern basis subject to the approval of the Hon''ble National Company Law Tribunal ("NCLT").

The Company filed the Company Scheme Petition with NCLT on March 10, 2022 and the matter is pending for NCLT approval.

Transfer of Warehousing Business from Allcargo Inland Park Private Limited to Allcargo Multimodal Private Limited , wholly owned subsidiaries of the Company

Hon''ble National Company Law Tribunal, Mumbai Bench, vide its order dated March 1, 2022 approved the Scheme of Arrangement and Demerger between Allcargo Inland Park Private Limited and Allcargo Multimodal Private Limited, Wholly owned subsidiaries of the Company under Sections 230 to 232 of the Act which became effective from April 13, 2022. Pursuant to said order, all the assets and liabilities of Warehousing Business of Allcargo Inland Park Private Limited has been transferred to Allcargo Multimodal Private Limited with effect from appointed date i.e. April 1, 2021.

Scheme of Arrangement and Demerger under Sections 230 to 232 of the Act between Allcargo Logistics Limited (Demerged Company) and Allcargo Terminals Limited, (Resulting Company 1 / ATL) (Formerly known as Allcargo Terminals Private Limited) and TransIndia Realty & Logistics Parks Limited, (Resulting Company 2/ TRLPL)

In order to explore potential business opportunities more effectively and efficiently, maximize shareholders value, to enhance business operations by streamlining operations, cutting costs, more efficient management control and outlining independent growth strategies, the Board of Directors of the Company in its meeting held on December 23, 2021 has approved and given its consent to restructure the business of the Company by way of Scheme of Arrangement and Demerger (the "Scheme") under Sections 230 to 232 of the Act which is subject to the requisite approval(s) whereby;

1. Container Freight Station / Inland Container Depots business divisions of the Company will be demerged into ATL and;

2. Engineering and Equipment Leasing and Hiring Solutions, Logistics Park, Warehousing, Real Estate Development and Leasing Activities of the Company will be demerged into TRLPL

The Company filed the Scheme with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on December 30, 2021, where shares of the Demerged Company are listed and has received Observation Letter from BSE dated March 24, 2022 and from NSE dated March 25, 2022.

Further, the Company has filed a revised Scheme with BSE and NSE on May 5, 2022 and awaiting for Observation Letter from Stock Exchanges.

Sale of Project Logistics business division of the Company on Slum Sale basis to J M Baxi Heavy Private Limited ("J M Baxi")

The Company was operating the Project Logistics business as part of the Project & Equipment segment. This business had become working capital intensive and entails significant management bandwidth, considering the complexities in the business and the Company was evaluating options for divestment of this business. The Board of Directors of the Company in its meeting held on February 11, 2022 approved and given its consent for transfer of Project Logistics business division of the Company, as a going concern, on slump sale basis, to J M Baxi and also the Company entered into a Business Transfer Agreement with J M Baxi for the sale of the said division of the Company.

Change in building name of the registered office of the Company.

The Board of Directors of the Company in its meeting held on May 26, 2022 passed the resolution for change in the name of the building from "Avashya House" to "Allcargo House". Thereby the address of the registered office of the Company is changed to 6^th Floor, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai- 400 098.

DETAILS OF VOLUNTARY DELISTING OF COMPANY

The Company has received Initial Public Announcement made by Inga Ventures Private Limited, manager to the offer under SEBI (Delisting of Equity Shares) Regulations, 2021 ("Delisting Regulations") vide letter dated July 21, 2021 on behalf of its certain members of the Promoter and Promoter Group viz Mr Shashi Kiran Shetty, Talentos Entertainment Private Limited and Avashya Holdings Private Limited to (a) acquire all Equity Shares that are held by public shareholders of the Company either individually/ collectively or together with other members of the Promoter Group, as the case may be; and (b) consequently voluntarily delist the Equity Shares from the Stock Exchanges viz BSE Limited and National Stock Exchange of India Limited by making a delisting offer, in respect of which the requisite approval of the Board have been obtained.

Further, the Company obtained Due Diligence report dated August 6, 2021 by M/s MMJB & Associates LLP, a peer review Company Secretary. The Floor Price of '' 148.01 (Rupees One Hundred Forty-Eight and One Paisa) per Equity Share was fixed for the delisting offer as per certificate dated August 6, 2021 issued by M/s Shaparia Mehta & Associates LLP, Chartered Accountants (FRN: 112350W/W-100051).

Lastly, the proposal of Voluntary Delisting of Equity Shares of the Company has not been approved by shareholders under the Delisting Regulations.

CHANGES IN THE NATURE OF BUSINESS

The 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 during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY2021-22 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which would impact going concern status of the Company and its future operations.

The Company had received an order imposing of penalty of ''20 Lakhs only from Competition Commission of India (the "CCI") under Section 43A of the Competition Act, 2002, regarding acquisition of equity stake in Gati Limited.

CREDIT RATING

The Company continues to have credit rating which denotes high degree of safety regarding timely servicing of financial obligation. The Company has received the following credit ratings for its long term and short term Bank/Financial Institution Loan facilities, Commercial Papers and Non-Convertible Debentures from various rating agencies:

Rating Agency	Rating	Instrument / Facility
CARE	CARE A1	Commercial Paper
	CRISIL AA-/ Rating Watch with Developing implication	Long Term Bank Loan
CRISIL	CRISIL A1	Short Term Bank Loan
	CRISIL AA- / Rating Watch with Developing implication	Non-Convertible Debenture

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and the Rules framed thereunder.

SHARE CAPITAL

During the year under review, there is no change in the Issued, Subscribed and Paid-up Share Capital of the Company. However, Authorised Share Capital has been changed on account of merger of Hindustan Cargo Limited, a wholly owned subsidiary with the Company.

As at March 31, 2022, the Authorized Share Capital of the Company is ''64,40,00,000/- divided into 29,47,25,000 Equity Shares of ''2/-each and 500 4% Cumulative Redeemable Preference Shares of '' 100/- each and 5,45,000 Redeemable Preference shares of '' 100/- each.

Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2022 is ''49,13,91,048/- divided into 24,56,95,524 equity shares of ''2/- each.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

BOARD OF DIRECTORSNumber of meetings of the Board of Directors

During the year under review, 9 (Nine) Board meetings were convened and held, the details of which are provided in the ''Corporate Governance Report''.

Committee Position

The details of the composition of the Committees, number of meetings held, attendance of Committee members at such meetings and other relevant details are provided in the ''Corporate Governance Report''.

Recommendation of Audit Committee

During the year under review, there were no instances of non-

acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

Directors

Appointment of Independent Director

Based on the recommendation of the Governance and Nomination & Remuneration Committee ("GNRC") and in accordance with provisions of the Act and the Listing Regulations;

1. Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) was appointed as an Additional Non-Executive Independent Director of the Company for a tenure of 5 years with effect from May 11, 2021 and the same has been approved by the Members vide Ordinary Resolution passed in the Annual General Meeting ("AGM") held on September 29, 2021.

2. Mr Mahendra Kumar Chouhan (DIN:00187253) and Mrs Radha Ahluwalia (DIN:00936412) were appointed as an Additional Non-Executive Independent Directors of the Company for a tenure of 2 years with effect from February 11, 2022 and the same has been approved by the Members vide Special Resolution passed through Postal Ballot on April 21, 2022.

Further, the Members vide Ordinary Resolution passed in the AGM held on September 29, 2021, approved the appointment of Mr. Martin Muller (DIN:09117683) as an Independent Director of the Company with effect from March 31, 2021 for tenure of 2 years.

Resignation of the Director

Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) Independent Director of the Company has resigned from the board w.e.f. January 25, 2022, as the Company intends to utilize his services as a consultant.

Appointment of Non-Executive Director

Mr Kaiwan Kalyaniwalla (DIN:00060776) was appointed as an Additional Non-Executive Non-Independent Director of the Company, liable to retire by rotation with effect from August 6, 2021 and the same was approved by the Members vide Ordinary Resolution passed in the AGM held on September 29, 2021.

Mr Parthasarathy Vankipuram Srinivasa (DIN:00125299) was appointed as an Additional Non-Executive Non- Independent Director of the Company, liable to retire by rotation with effect from January 25, 2022 and the same was approved by the Members vide Ordinary Resolution passed through Postal Ballot on April 21, 2022.

Appointment of Joint Managing Director

Mr Adarsh Hegde (DIN:00035040) was re-appointed as Joint Managing Director of the Company for a tenure of 5 years with effect from July 1, 2021 and the same was approved by the Members vide Special Resolution passed in the AGM held on September 29, 2021.

Re-appointment of Directors

In accordance with the Section 152 of the Act and the Articles of Association of the Company, Mrs. Arathi Shetty (DIN:00088374), Non-Executive Director and Mr. Adarsh Hegde (DIN:00035040), Joint Managing Director of the Company, retires by rotation at ensuing AGM and being eligible, offers themselves for reappointment.

- Mr Devanand Mojidra, Company Secretary & Compliance Officer; and

- Mr Ravi Jakhar, Chief Strategy Officer.

REMUNERATION POLICY

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section 177 of the Act. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct or Ethics Policy, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee and provides for 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 appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. The Whistle Blower Policy is hosted on the Company''s website http://www.allcargologistics.com/ investors/investorservices/corporatepolicies

During the year under review, the Company has not received any complaint through Vigil Mechanism. It is affirmed that no personnel of the Company was denied access to the Chairman of the Audit Committee.

RISK MANAGEMENT POLICY

The Company is engaged in providing integrated logistics business solutions for National and International Trade, Warehousing, Transportation and handling of all kinds of Cargo, running ICD, CFS and Shipping Agents. Thus, the 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, the Board of Directors have formulated and implemented a Risk Management Policy.

The Company has adopted ISO 31000 framework for risk management. Under the guidance of the Board, the Chief Assurance & Risk Executive facilitates 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 organization. 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 monitors risk management activities of each business vertical and key support functions. Fraud Risk Assessment is also part of overall risk assessment. In the Audit

Attention of the Members is invited to the relevant items in the Notice of the 29^th AGM and the explanatory statements thereto.

Declaration from Independent Directors

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Act and Regulations 17 and 19 of the Listing Regulations, GNRC has set the criteria for performance evaluation of the Board, its Committees and individual Directors including the Chairman of the Company and the same are given in detail in the ''Corporate Governance Report''.

Based on the criteria set by GNRC, the Board carried out annual evaluation of its own performance, its Committees and individual Directors for FY2021-22. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI. An online platform was provided to each Director for their feedback and evaluation.

The parameters for performance evaluation of Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Company''s long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions, etc.

The performance of the Board and individual Director was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. GNRC reviewed the performance of individual Director and separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company taking into account the views of Joint Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr Ravi Jakhar, Chief Strategy Officer of the Company was designated as KMP of the Company with effect from February 11, 2022.

As at March 31, 2022, the following are the KMPs of the Company:

- Mr Shashi Kiran Shetty, Chairman & Managing Director;

- Mr Adarsh Hegde, Joint Managing Director;

- Mr Suresh Kumar Ramiah, Chief Executive Officer;

- Capt. Sandeep R Anand, Chief Executive Officer - Marketing;

- Mr Deepal Shah, Chief Financial Officer;

Committee meeting, Chief Assurance & Risk Executive make the presentation on risk assessment and minimization procedures.

The purpose of risk management is to achieve sustainable business growth, protect the Company''s assets, safeguard shareholders 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.

Risk Management, Finance, Strategy and Legal Committee met 5 (Five) times during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls and believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2021-22 for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2022, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility initiatives taken on environmental, social and governance perspective, in the prescribed format is available as a separate section which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

Sr. No.	Name of Company	Relationship	Change	Effective Date
1.	Gati Kausar India Limited	Subsidiary	Ceased	July 14, 2021
2.	Ecunordicon AB	Subsidiary	Acquisition	July 29, 2021
3.	Nordicon AB	Subsidiary	Acquisition	July 29, 2021
4.	Nordicon A/S	Subsidiary	Acquisition	July 29, 2021
5.	Nordicon Terminals AB	Subsidiary	Acquisition	July 29, 2021
6.	RailGate Nordic	Subsidiary	Acquisition	July 29, 2021
7.	PFC Nordic AB	Subsidiary	Acquisition	July 29, 2021
8.	RailGate Europe B.V.	Associate	Acquisition	July 29, 2021
9.	Hindustan Cargo Limited	WOS	Merged	August 26, 2021
10.	Bantwal Warehousing Private Limited	WOS	Ceased	September 28, 2021
11.	Combi Line Indian Agencies Private Limited	WOS	Strike Off	October 27, 2021
12.	Consolidadora Ecu-Line C.A.	WOS	Liquidated	November 29, 2021
13.	Speedy Multimodes Limited	Subsidiary	Acquisition	November 30, 2021
14.	TransIndia Realty & Logistics Parks Limited	WOS	Incorporated	December 03, 2021
15.	ALX Shipping Agency LC	Joint Venture	Acquisition	January 12, 2022
16.	Trade Xcelerators LLC	Associate	Acquisition	February 9, 2022
17.	Ecu Worldwide Costa Rica S.A.(formerly known as Conecli International S.A)	WOS	Liquidated	February 10, 2022
18.	Haryana Orbital Rail Corporation Limited	Associate	Acquisition	February 11, 2022
19.	Asia Pac Logistics DE Gautemala S.A.	WOS	Incorporated	March 1, 2022

The Policy for determining "Material" Subsidiary as approved by the Board, from time to time, is hosted on the Company''s website https://www.allcargologistics.com/investors/investorservices/ corporatepolicies

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions/contracts/arrangements 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 and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large.

None of the transactions/contracts/arrangements with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year ended March 31, 2022 and hence does not form part of this report.

All related party transactions were placed before the Audit Committee for its approval and review on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The transactions entered into with related parties are certified by the Management and the M/s CNK and Associates, LLP, Independent Chartered Accountants stating that the same are in the ordinary course of business and at arm''s length basis.

The details of related party transactions that were entered during FY2021-22 are given in the notes to the Financial Statements as per Ind AS24, which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided or any investment made. However, as a good governance practice of the Company, the details of loans given, guarantees and securities provided are annexed as Annexure 3. Details of investments made are provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s S R Batliboi & Associates LLP, Chartered Accountants ("SRBA"), were re-appointed as Statutory Auditors of the Company by the Members at the 27^th AGM held on September 9, 2020 to hold office upto the conclusion of 32^nd AGM of the Company to be held in the year 2025.

SRBA have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and furnished

a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

The other observations made in the Auditors'' Report are selfexplanatory and therefore do not call for any further comments.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Parikh & Associates, Company Secretaries in practice, to undertake the Secretarial Audit of the Company for FY2021-22. The Report of Secretarial Auditor in Form MR-3 for FY2021-22 is annexed as Annexure 4.

The Company has also obtained Secretarial Compliance Report for FY2021-22 from M/s Parikh & Associates, Company Secretaries in practice in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further comments.

No instance of fraud has been reported by the Secretarial Auditor.

Further, pursuant to provisions of Regulation 24A of the Listing Regulations, Gati-Kintetsu Express Private Limited ("GKEPL") is an unlisted material subsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of GKEPL is also annexed as Annexure-4A to this Report.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The details of employees remuneration as required under Section 197(12) of the Act and the Rules framed thereunder read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 5.

The statement containing particulars of employees as required under Section 197(12) of the Act and the Rules framed thereunder read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours i.e. 11:00 a.m. to 2:00 p.m. on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member can send e-mail to [email protected].

During the year under review, none of Directors of the Company has received any remuneration from the Subsidiary Companies except as disclosed in the report.

SAFETY, HEALTH AND ENVIRONMENT

The Project and Equipment division of the Company has successfully certified to ISO 45001 (Occupational Health & Safety Management System) & ISO 14001 (Environment Management System) 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 and follows the best Health and Safety practices as per LEEA standards.

The following safety related measures are taken at various locations:

â¢ Fire and Safety drills are conducted for all employees and security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency.

â¢ Safety Awareness Campaign, Safety week, Environment day is held/celebrated at major locations to improve the awareness of employees.

â¢ Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact on their families.

â¢ Accident prone routes identified and supervisors allocated to have control over the vehicle movement.

â¢ Occupational Health & Safety audits and Fire & Electrical Safety audits are conducted by competent agencies at regular intervals.

â¢ Fortnightly visit by Doctors to office for medical counseling of employees. Further, Medical Health check-up of all employees are conducted at regular intervals.

â¢ CCTV and Safety alarms are installed at major locations.

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

â¢ Oxygen and temperature checks were mandatory for all staff members and visitors at all office locations.

â¢ Operations have been modified and optimized to adhere to social distancing requirements and work with minimal staff on-site.

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "POSH Act"). The Internal Complaints Committee redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints of sexual harassment were received and 4 (Four) Awareness Program about Sexual Harassment Policy were conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer, Mumbai, pursuant to Section 21 of the POSH Act and Rules framed thereunder.

ANNUAL RETURN

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Act and Rules framed thereunder related to maintenance of cost records is not applicable to the Company being in to service industry.

INSOLVENCY AND BANKRUPTCY

No application made or proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.

DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN

There is no incidence of one time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan is not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act,

the Board to the best of their knowledge and ability confirm that-

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

d) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Sd/-

Shashi Kiran Shetty

Chairman & Managing Director DIN: 00012754

Place: Mangalore Date: May 26, 2022

Mar 31, 2018

To,

The Members of Allcargo Logistics Limited

The Directors present their Twenty Fifth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Total Income	608,831	562,868	124,741	120,001
Total expenses	586,103	531,704	116,239	106,283
Profit before share of profit from associates, joint ventures, exceptional items and tax	22,728	31,164	8,502	13,718
Share of profits from associates and joint ventures	480	378	-	-
Profit before tax, exceptional item	23,208	31,542	8,502	13,718
Exceptional items	686	-	5,455	-
Profit before tax	22,522	31,542	3,047	13,718
Tax expense
- Current tax	6,028	7,886	2,186	3,888
- Deferred tax	(902)	(123)	(2,026)	(802)
Profit for the year	17,396	23,779	2,887	10,632
Other comprehensive Income
Items that will not be reclassified subsequently to Statement of Profit and Loss:
Re-measurement gain/(loss) on defined benefit plans	31	(127)	32	(50)
Gain arising on settlement of Non-controlling interestsâ claims (net)	85	-	-	-
Items that will be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations	4,873	(5,961)	-	-
Income tax effect	603	110	-	-
Other comprehensive income for the year, net of tax	5,592	(5,978)	32	(50)
Total comprehensive income for the year, net of tax	22,988	17,801	2,919	10,582
Profit attributable to:
- Equity holders of the Parent	17,135	23,182	2,887	10,632
- Non-controlling interests	261	597	-	-
Other comprehensive income attributable to:
- Equity holders of the Parent	5,635	(5,978)	-	-
- Non-controlling interests	(43)	-	-	-
Total comprehensive income attributable to:
- Equity holders of the Parent	22,770	17,204	-	-
- Non-controlling interests	218	597	-	-
Total comprehensive income attributable to owners of the equity at the beginning of the year	127,935	110,000	82,119	71,752
Total comprehensive income for the year	22,770	17,204	2,919	10,582
On account of business combination	(85)	-	-	-
Foreign exchange impact on account of re-classification	-	946	-	-
CRR created on buyback of equity shares	-	(128)	-	(128)
Less Appropriation
Expenses incurred on buyback of shares	-	(87)	-	(87)
Cash Dividend on equity shares	(4,914)		(4,914)
Tax on Dividend	(555)	-	(555)	-
Total comprehensive income attributable to owners of the equity at the end of the year	145,151	127,935	79,569	82,119

Pursuant to the provisions of the Companies Act, 2013 (the âAct*), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (âInd AS*) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs.2/- per equity share (100%) on the paid-up capital of the Company (previous year Rs.2/- each per equity share) aggregating Rs.5,924 lakhs including Dividend Distribution Tax. Rs.3,005 lakhs is being drawn from the previous years profits of the Company, not transferred to the free reserve.

The payment of the said Dividend is subject to approval of the Members at the ensuing Annual General Meeting (âAGMâ) of the Company.

The dividend payout is in accordance with the Companyâs Dividend Distribution Policy. In accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ), the âDividend Distribution Policyâ has been hosted on the Companyâs website http://www.allcargologistics.com/investors/investorservices/ corporatepolicies and the same is annexed as Annexure-1.

TRANSFER TO RESERVES

The Company proposes to keep the entire amount of Rs.2,919 lakhs in the Retained Earnings.

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2017-18 increased from Rs.558,336 lakhs to Rs.604,691 lakhs, an increase of 8% over the previous year. The increase in revenue was mainly on account of volume growth in Multimodal Transport Operations Business.

The Earnings before Interest, Depreciation, Tax and Amortisation (âEBIDTAâ) stood at Rs.41,625 lakhs, a decrease of 18% as compared to Rs.51,023 lakhs earned in the previous year. The Profit for the year attributable to the Members and non-controlling interest was Rs.17,396 lakhs, decreased by 27% as compared to Rs.23,779 lakhs of the previous year.

Standalone:

The revenue from operations for FY2017-18 increased from Rs.1 17,359 lakhs to Rs.119,631 lakhs, an increase of 2% over the previous year.

EBIDTA stood at Rs.20,958 lakhs, a decrease of 19% as compared to Rs.25,928 lakhs earned in the previous year.

The Profit after taxes was Rs.2,887 lakhs, decreased by 73% as compared to Rs.10,632 lakhs of the previous year.

BUSINESS OVERVIEW AND STATE OF THE COMPANYâS AFFAIRS

The Company operates mainly into three segments i.e. (i) Multimodal Transport Operations; (ii) Container Freight Stations/ Inland Container Depots and (iii) Project and Engineering Solutions. The Company is carrying out Contract Logistics business through its joint venture viz. Avvashya CCI Logistics Private Limited.

Multimodal Transport Operations

Multimodal Transport Operations (MTOâ) segment of the Company involves Non Vessel Owning Common Carrier (âNVOCCâ) operations related to Less than Container Load (âLCLâ) consolidation and Full Container Load (âFCLâ) forwarding activities in India and across the world through overseas subsidiaries of ECU Worldwide Group. Allcargo is amongst the leading players in the global LCL consolidation market with a strong network across 160 countries and 300 offices covering over 4,000 port pairs across the world. The growth of this segment has come through a judicious mix of organic and inorganic growth through merger and acquisition strategies.

The Company continues to outperform world trade growth in terms of volumes handled in this segment. Special focus was put on the further development and growth of FCL segment where substantial growth was achieved and the product offering was expanded within the organization and to our customers. Given the current context and the backdrop of Industrial Revolution 4.0, where automation, big data and artificial intelligence seem set to change business dynamics, the Company endeavors to continuously brace for this massive change.

While the global network is in place, the virtual logistics in the form of technology is being upgraded to support proficient operations. The Company has taken up few initiatives with a simple goal - provide customer centricity and increase efficiency. The technology team of the Company has a single point focus of innovation. From listing on e-booking sites, to developing platforms, to supporting in-house functions and providing ease of services to customers, the agenda for the digital future has been well-defined by the Company. There is a strong focus on automating processes to increase the response and turnaround time, which will also give a cost advantage. In this year, ECU Worldwide Group has also launched a new website and a new digital platform for customers who can now benefit from more self-service options in real-time. This forms the basis for further expansion of the Companyâs e-commerce offering to the customers. The initiatives to move to a single ERP system for this business globally, are gaining momentum and has made substantial progress with having currently 75% (approx.) of the global export volumes on the technology platform - TOPAZ.

These initiatives will enable the Company to sustain industry leadership globally, ensure to stay at the cutting edge, deliver the Companyâs Vision, Mission and achieve aggressive growth plan.

Container Freight Stations/Inland Container Depots

The Company operates Indiaâs widest and strongest network of Container Freight Stations (âCFSâ) and Inland Container Depots (âICDâ). These operations cater to the handling of import and export cargo, custom clearance, warehousing and other related ancillary logistics services.

The CFS/ICD facilities are strategically located near the major ports and the Indian hinterland, supporting the EXIM trade since many years. The Company has CFS facilities in JNPT Nhava Sheva, Chennai, Mundra and recently commissioned a new CFS facility in Kolkata making it one of the largest CFS operators in India. The ICDs are located at Kheda and Dadri. These major ports collectively handle around 75% of the total container traffic of India.

The facilities are geared with the latest state-of-the-art technology and backed by experienced team who are equipped and trained to handle all import and export shipment requirements. Developing Green facilities like kitchen gardening, STP tank, solar generator system and rainwater harvesting are some of the initiatives that the Company has taken towards a sustainable and environmentally conscious business model. The Company operates its business model with unique synergies between its MTO and CFS segments - the Company leases container space with major shipping companies for its clients in MTO segment and on the other hand, it gets clients of CFS segment from the same shipping companies.

The Government initiative of Direct Port Delivery (âDPDâ) affected the volumes handled at CFS/ICD facilities in FY2017; however the volumes being handled under DPD scheme has now stabilised and will no longer cannibalise into CFS volumes. Additionally, the Company has been diversifying its product portfolio to facilitate all of the customerâs logistics needs under one roof and continuously exploring services that can synergize well with the existing set of services enabled by technology.

The future of this industry is taking a shift towards Logistics Parks, which is a freight-handling facility comprising mechanized warehouses, specialized storage solutions, facilities for mechanized material handling and inter-modal transfers container terminals, bulk/break-bulk cargo terminals. The Company plans to move to the next level of growth by building a string of logistics parks across India by capitalizing its vast experience in CFS business and combining it with scope to handle domestic and product specific cargo. In lieu of this, the Company is developing a multimodal logistics park in Jhajjar, Haryana over a span of 180 acres of land and further is developing its land bank of more than 200 acres in Hyderabad, Bengaluru and Nagpur.

Project and Engineering Solutions

India as it presently stands, has a low ârental penetrationâ, of 9%, which is a value of the total equipment sold to rental companies in India, over the value of total equipment sold in the Indian market. This itself is clear indication of the high potential of the equipment rental segment in the coming years.

In the crane and equipment rental business, the Company saw a booming demand from FY2014 right up till FY2017, followed by an unprecedented dip in FY2018, due to the absence of large projects in the core sectors and more significantly, due to a huge dip in the wind sector. In FY2017-18, the wind industry witnessed a transition from the Feed-in-Tariff (FiT) to the competitive bidding regime, hence there was a significant but temporary drop in volumes, both in commissioning and allotment of new projects. However, the Company expects the market to stabilize in 2018 and fully recover in 2019.

The industry is now on a growth trajectory and as per current estimate, on course to add 30GW of new capacity in the next three years, thereby taking the cumulative total capacity to over 60GW by FY2021. Further, the Company is witnessing a renewed revival in the EIGHT CORE sectors - coal, crude oil, natural gas, refinery products, fertilizers, steel, cement, and electricity. These key sectors will have a significant impact on the industrial project logistics movement and also spike the demand for all related lifting and industrial equipment in the coming months.

The Company has built up a healthy project logistics order book and also intends exploring the opportunities in the neighboring countries like Sri Lanka, Myanmar, Nepal and Bangladesh.

Contract Logistics through Avvashya CCI Logistics Private Limited

Contract logistics is one of the fastest growing sub-sector of logistics in India and the Company expanded and strengthened its presence in this segment by acquiring major equity stake in Avvashya CCI Logistics Private Limited (âACCIâ).

Currently, ACCI manages 3.5 million plus sq.ft. of warehousing space at 45 locations with significant presence in major consumption centers across India. Out of which 1 million sq.ft. for auto segment, 2 million sq.ft. for chemical and around 0.5 million sq.ft. for e-commerce segment have been utilised. With the introduction of Goods and Services Tax, ACCI is further consolidating by increasing its warehouse footprint by over 1 million sq.ft. in the next financial year through Built to Suite warehouse infrastructure. ACCI is also making adequate investment in storage technology like orbiter system, put to light system and sorter system. Further, investments are also made in state of art Warehouse Management Systems.

ACCI is one of the predominant player in this segment managing activities for key clients in Chemicals, Auto and Engineering, Pharma, Fashion, E-commerce and Retail sectors.

Detailed information on the Business overview, segment wise performance, outlook and state of the affairs of the Company is provided in the âManagement Discussion and Analysis Reportâ as required under Regulation 34 of the Listing Regulations, which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

The 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 during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY2017-18 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

FINANCE

Consolidated

The Cash flows from operations were positive Rs.30,824 lakhs (as at March 31, 2017 Rs.35,852 lakhs). Spend on capex was â 7,025 lakhs. The borrowing of the Company as at March 31, 2018 stood at Rs.47,416 lakhs (as at March 31, 2017 Rs.58,964 lakhs). Cash and bank balances including investment in mutual funds stood at Rs.35,528 lakhs (as at March 31, 2017 Rs.27,245 lakhs).The Net Debt to Equity stood at 0.07 times (as at March 31, 2017 0.18 times).

Standalone

The Cash flows from operations were positive Rs.15,761 lakhs (as at March 31, 2017 Rs.17,920 lakhs). Spend on capex was Rs.3,426 lakhs. The borrowing of the Company as at March 31, 2018 stood at Rs.27,858 lakhs (as at March 31, 2017 Rs.36,334 lakhs). Cash and bank balances including investment in mutual funds stood at Rs.9,198 lakhs (as at March 31, 2017 Rs.6,124 lakhs). The Net Debt to Equity stood at 0.14 times (as at March 31, 2017 0.23 times).

CREDIT RATING

The Company continues to have credit rating which denotes high degree of safety regarding timely servicing of financial obligation. The Company has received the following credit ratings for its long term and short term credit Bank Loan facilities, Commercial Papers and proposed Non-Convertible Debentures from various credit rating agencies:

Rating Agency	Rating	Instrument / Facility
CARE	CARE A1	Commercial Paper
CRISIL	CRISIL AA-/ Positive	Long Term Bank Loan
CRISIL	CRISIL A1	Short Term Bank Loan
ICRA	ICRA AA (Stable)	Non-Convertible Debentures (Proposed)
CARE	CARE AA
CRISIL	CRISIL AA-/ Positive

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and the Rules framed thereunder.

SHARE CAPITAL

During the year under review there is no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.

As at March 31, 2018, the Authorised Share Capital of the Company is Rs.550,000,000/- divided into 274,975,000 equity shares of Rs.2/- each and 500, 4% Cumulative Redeemable Preference Shares of Rs.100/- each.

Further, Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2018 is Rs.491,391,048/- divided into 245,695,524 equity shares of Rs.2/- each.

Reclassification of Promoters

Approval of the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited for reclassification of some of the Promoter Shareholders of the Company to public shareholders category under Regulation 31A of the Listing Regulations was received on April 7, 2017.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities Exchange Board of India (âSEBIâ).

A separate section on the Corporate Governance forming part of the Boardâs Report together with requisite certificate obtained from the Practicing Company Secretary, confirming compliance with the provisions of Corporate Governance as stipulated in Regulation 34 read along with Schedule V of the Listing Regulations, is included in the Annual Report.

BOARD OF DIRECTORS

Number of meetings of the Board of Directors

During the year under review, 6 (six) Board meetings were convened and held, the details of which are provided in the âCorporate Governance Reportâ.

Committee Position

The details of the composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the âCorporate Governance Reportâ.

Recommendation of Audit Committee

During the year under review, there were no instances of nonacceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

Directors Re-appointment

In accordance with the Section 152 of the Act and the Articles of Association of the Company, Mr Shashi Kiran Shetty (DIN:00012754), Director of the Company, retires by rotation at ensuing AGM and being eligible, offers himself for re-appointment.

Attention of the Members is invited to the relevant item in the Notice of the 25^th AGM and the explanatory statement thereto.

Independent Directors

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Act and Regulations 17 and 19 of the Listing Regulations, Nomination and Remuneration Committee (âNRCâ) has set the criteria for performance evaluation of the Board, its Committees, individual Directors and Chairman of the Company, the same are given in detail in the âCorporate Governance Reportâ.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for FY2017-18. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI.

The parameters for performance evaluation of Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Companyâs long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions etc.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. NRC reviewed the performance of individual Directors, separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company taking into accounts the views of Joint Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors was discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Key Managerial Personnel (âKMPââ) of the Company. As at March 31, 2018, the following are the KMP of the Company:

- Mr Shashi Kiran Shetty, Chairman and Managing Director;

- Mr Adarsh Hegde, Joint Managing Director;

- Mr Jatin Chokshi, Chief Financial Officer; and

- Ms Shruta Sanghavi, Company Secretary.

Further, on recommendation of NRC, the Board at its meeting held on May 22, 2018, designated Mr Prakash Tulsiani, CEO-CFS-ICD and Capt Sandeep R Anand, CEO-Project and Engineering Solutions as KMP for their respective verticals.

REMUNERATION POLICY

NRC has framed a policy on Directors, KMP 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 Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The criteria as aforesaid is given in the âCorporate Governance Reportâ. The Remuneration Policy of the Company is annexed as Annexure 2.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct or Ethics Policy, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements and retaliation against the Directors and employees etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for 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 appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. The Whistle Blower Policy is hosted on the Companyâs website http://www.allcargologistics.com/ investors/investorservices/corporatepolicies.

During the year under review, the Company has not received any complaint through Vigil Mechanism. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

RISK MANAGEMENT POLICY

The Company is engaged in providing integrated logistics business solutions for National and International Trade, Warehousing, Transportation and handling of all kinds of Cargo, running ICD, CFS and Shipping Agents. Thus, the 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, the Board has formulated and implemented a Risk Management Policy.

The purpose of risk management is to achieve sustainable business growth, protect the Companyâs assets, safeguard Members 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.

Although non-mandatory, the Company has constituted a Risk Management Committee at the Board meeting held on May 22, 2018 under the chairmanship of Mr Adarsh Hegde, Joint Managing Director, to oversee the risk management plan of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls and believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY2017-18 for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2018, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility initiatives taken on environmental, social and governance perspective, in the prescribed format is available as a separate section in the Annual Report and also hosted on the Companyâs website http://www. allcargologistics.com/investors/financials/annualreports.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (âCSRâ) Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is hosted on the Companyâs website http://www.allcargologistics.com/investors/investorservices/ corporatepolicies.

CONSOLIDATED FINANCIAL STATEMENTS

The Company will make available the said Financial Statements and related detailed information of the subsidiary companies upon the request by any Member of the Company. These Financial Statements will also be kept open for inspection by any Member at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate accounts in respect of subsidiaries are available on the website of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Sr. No.	Name of Company	Relationship	Change	Effective Date
1	South Asia Terminals Private Limited	WOS	Acquired 49% stake	April 1, 2017
2	General Export Srl	Subsidiary	Acquired 51% stake	June 23,2017
3	Ecu Trucking INC	WOS	Incorporated	August 11, 2017
4	Cargo Freight Station S.A.	Subsidiary	Sold entire 50% stake	October 3,2017
5	Gantoni General Enterprises Ltd.	Associate	Sold entire 45% stake	November 1, 2017
6	Allcargo Multimodal Private Limited*	WOS	Incorporated	December 22, 2017
7	Ecu Worldwide CEE SRL	WOS	Incorporated	January 26, 2018
8	FMA Line SA (PTY) LTD	WOS	Incorporated	February 16, 2018
9	Ecu Worldwide (Kenya) Limited	WOS	Acquired 18% stake	February 26, 2018
10	Ecu Shipping Logistics (K) Ltd	WOS	Acquired 0.01% stake	February 26, 2018
11	Altcargo Oil & Gas Private Limited	Subsidiary	Incorporated (74%)	March 12, 2018
12	Allcargo Terminals Private Limited	WOS	Incorporated	March 20, 2018
13	Southern Terminal and Trading Private Limited	WOS	Merged#	March 31, 2018
14	AMFIN Consulting Private Limited	WOS	Merged#	March 31, 2018

WOS-Wholly owned subsidiary

*formerly known as Transindia Warehousing Private Limited #merged with AGL Warehousing Private Limited

The name of Ecu Line (India) Private Limited, WOS, was changed to Transindia Inland Park Private Limited w.e.f. January 30, 2018 and has been further changed to Allcargo Inland Park Private Limited w.e.f. April 2, 2018. ACEx Logistics Limited, WOS, is under strike off and pending for approval.

Further, Allcargo Logistics LLC, Dubai became indirect subsidiary of the Company w.e.f. September 28, 2017. CELM Logistics SA de CV and Mediterranean Cargo Center S.L., WOS, are under the process of liquidation.

The Policy for determining Material Subsidiary as approved by the Board is hosted on the Companyâs website http:// www.allcargologistics.com/investors/investorservices/ corporatepolicies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an armâs length basis and in the ordinary course of business and were in compliance with applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. Also there are no material transactions with any related party that are required to be disclosed under Form AOC-2.

All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The transactions entered into with related parties are certified by the Management and the Independent Chartered Accountants stating that the same are in the ordinary course of business and at armâs length basis.

The Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board is hosted on the Companyâs website http:// www.allcargologistics.com/investors/investorservices/ corporatepolicies.

The details of related party transactions that were entered during FY2017-18 are given in the notes to the Financial Statements as per Ind AS 24, which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided. However, as a good governance practice of the Company, the details of loans given, guarantees and securities provided are annexed as Annexure 5. Details of investments made are provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s S R Batliboi & Associates LLP, Chartered Accountants (âSRBAâ), were appointed as Joint Statutory Auditors of the Company by the Members at the 22^nd AGM held on August 10, 2015 to hold office upto the conclusion of 27^th AGM of the Company to be held in the year 2020 subject to ratification by the Members at every AGM held thereafter. Further, M/s Shaparia Mehta & Associates LLP, Chartered Accountants, (âSMCAâ) were appointed as Joint Statutory Auditors of the Company by the Members at the 23^rd AGM held on August 10, 2016 to hold office upto the conclusion of 28^th AGM of the Company to be held in the year 2021 subject to ratification by the Members at every AGM held thereafter.

SMCA have expressed their unwillingness to continue as Joint Statutory Auditors of the Company due to their preoccupation in other assignments and will hold office till the conclusion of the 25^th AGM. The Board places on record its appreciation for the services rendered by SMCA as the Joint Statutory Auditors of the Company.

Section 139 of the Act has been amended vide the Companies (Amendment) Act, 2017 by the Ministry of Corporate Affairs on May 7, 2018 and has done away with the requirement of seeking ratification of Members for appointment of Auditors at every AGM. Accordingly, no Resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM.

Further, the reports of the Joint Statutory Auditors along with the notes on the Financial Statements are enclosed to this Report. The observations made in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments.

The Auditorsâ Reports do not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Auditor

Pursuant to Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s Parikh & Associates, Company Secretaries in practice, to undertake the Secretarial Audit of the Company for FY2017-18. The Report of Secretarial Auditor in Form MR-3 for FY2017-18 is annexed as Annexure 6.

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

No instance of fraud has been reported by the Auditors.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

During the year under review, none of Directors of the Company has received any remuneration from the Subsidiary companies.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed towards bringing safety and environment awareness among its employees. 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 and Safety risks is an essential component of our business strategy. The Company has identified Health and 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, 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 and Alcohol Policy, Occupational Health Policy, Driver and Vehicle Safety Policy, Fire Safety Policy, Mobile Telephone Policy, Smoking Policy, etc.

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

The following safety measures are taken at various locations:

- The Company has installed state of art firefighting systems across all locations and fixed and portable firefighting systems are maintained and kept on 24*7 across all locations. Fire and Safety drills are conducted for all employees and security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency.

- As a process of fire safety audit of all properties are carried out on yearly basis by an external agency who checks all electrical installation, firefighting equipments during the audit. Thermography of electrical panel is also carried out to check hotspot or uneven load at panels and distribution boxes.

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

- Each equipment is put through comprehensive Quality Audit and Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per the specifications by various Original Equipment Manufacturer. All equipment are mandatorily ensured with PUC. Fitness certificates are issued based on the compliance of the safety norms.

- Regular training/skills to staff and contractors to inculcate importance of safety amongst them. Further, handling of Hazardous Material training and Terrorist Threat Awareness Training are provided to all CFS employees.

- Created checks and awareness among drivers about negatives of alcohol and drug consumptions and impact on their families. Monitoring of over speeding and harsh braking drivers through Vehicle Tracking System and also random alcohol testing of drivers, helpers and operators is being carried out through alcohol testing machine. Driver awareness created through Skit, Posters and Lectures.

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

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

- Fortnightly visit by Doctors to office for medical counseling of employees. Further, Medical Health checkup of all employees are conducted at regular intervals.

Quarterly Food Quality Audit is being carried out and awareness for health care for seasonal disease has been given to all employees.

- CCTV and Safety alarms are installed at each locations.

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

- Disposal of Hazardous Waste through authorised waste management vendor.

- Cleanliness drive through âSwachh Bharat Abhiyanâ implemented across all locations.

INFORMATION TECHNOLOGY

The Companyâs IT Infrastructure is continuously reviewed and renewed in line with business requirements and technology enhancements. The Company has successfully taken steps to transform technology landscape and its upgradation in digitalisation of business. The Company has adopted Office 365 as a new communication and collaboration tool, launched ECU360 to provide a range of Do-It-Yourself tools to its customers, etc. The Company has implemented a cloud based HR system across all locations for its employees. Further, the newly built new business application platform viz. TOPAZ has been implemented at various countries to provide standardized processes, operational visibility for management control and decision making.

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Complaints Committee redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints of sexual harassment were received and 3 (three) Awareness Program about Sexual Harassment Policy were conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer, Mumbai, pursuant to Section 21 of the aforesaid Act and Rules framed thereunder.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder, an extract of the Annual Return in Form MGT-9 is annexed as Annexure 9.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 1 34(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and ability confirm that -

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

d) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members, other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

For and on behalf of the Board of Directors

Shashi Kiran Shetty

Chairman and Managing Director

Place : Mumbai (DIN: 00012754)

Date : May 22, 2018

Mar 31, 2017

To,

The Members of Allcargo Logistics Limited

The Directors present their Twenty Fourth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	Consolidated		Standalone
Particulars	FY2016-17	FY2015-16	FY2016-17	FY2015-16
Income
Revenue from operations	558,336	564,052	117,359	120,568
Other income	3,994	2,511	1,847	3,283
Finance income	538	287	795	935
Total Income	562,868	566,850	120,001	124,786
Expenses
Cost of services rendered	377,780	379,352	74,371	76,369
Employee benefits expense	94,194	91,849	9,523	10,800
Depreciation and amortization expenses	16,617	20,063	9,837	10,031
Finance costs	3,242	4,078	2,373	2,564
Other Expenses	39,871	42,463	10,179	10,482
Total expenses	531,704	537,805	106,283	110,246
Profit before share of profit from associates, joint ventures and tax	31,164	29,045	13,718	14,540
Share of profit from associates and joint ventures	378	696	-	-
Profit before tax	31,542	29,741	13,718	14,540
Tax expense:
-Current tax	7,886	7,902	3,888	3,575
-Deferred tax	(123)	(2,919)	(802)	(1,138)
Profit for the year	23,779	24,758	10,632	12,103
Other comprehensive income
Items that will not be reclassified subsequently to Profit and Loss:
Re-measurement (loss)/gain on defined benefit plans	(127)	185	(50)	78
Items that will be reclassified subsequently to Profit and Loss:
Exchange difference on translation of foreign operations	(5,961)	2,752	-	-
Income tax effect	110	-	-	-
Other Comprehensive Income for the year, net of tax	(5,978)	2,937	(50)	78
Total Comprehensive income for the year, net of tax	17,801	27,695	10,582	12,181
Profit attributable to
- Equity holders of the parent	23,182	23,987	-	-
- Non-controlling interests	597	771	-	-
Other comprehensive income attributable to:
- Equity holders of the parent	(5,978)	2,937	-	-
- Non-controlling interests	-	-	-	-
Total comprehensive income attributable to:
- Equity holders of the parent	17,204	26,924	-	-
- Non-controlling interests	597	771	-	-

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. Financial Statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS. Ind AS has replaced the existing Indian GAAP prescribed under the Section 133 of the Companies Act, 2013 (the âActâ) read with Rule 7 of the Companies (Accounts) Rules, 2014. Notes to the Financial Statements provide further explanation on the transition to Ind AS.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs.2 per equity share (100%) on the paid-up capital of the Company (previous year two interim dividends of Rs.1/each per equity share) amounting to Rs.5,914 lakhs including Dividend Distribution Tax, resulting in payout of 56% of standalone profits for FY2016-17 of the Company.

The payment of the said Dividend is subject to approval of the Members at the ensuing Annual General Meeting (âAGMâ) of the Company.

In accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ), the Company has formulated a âDividend Distribution Policyâ and the same has been hosted on the Companyâs website http://www.allcargologistics.com/ investors#investor-corporate-policies. The Dividend Distribution Policy of the Company is annexed as Annexure-1.

TRANSFER TO RESERVES

The Company proposes to keep the entire amount of Rs.10,582 lakhs in the Retained Earnings.

PERFORMANCE REVIEW

Consolidated:

The revenue from operations for FY2016-17 Rs.558,336 lakhs, a decrease of 1% over the previous year Rs.564,052 lakhs. The decrease in revenue was mainly on account of regrouping of subsidiaries to joint ventures as per Ind AS.

The Earnings before Interest, Depreciation, Tax and Amortisation (EBIDTA) stood at Rs.51,023 lakhs, a decrease of 4% as compared to Rs.53,186 lakhs earned in the previous year.

The Profit for the year attributable to the shareholders and non-controlling interest was Rs.23,779 lakhs, lower by 4% as compared to Rs.24,758 lakhs of the previous year.

Standalone:

The revenue from operations for FY2016-17 Rs.117,359 lakhs, declined by 3% over the previous year Rs.120,568 lakhs.

EBIDTA stood at Rs.25,928 lakhs, a decrease of 4% as compared to Rs.27,135 lakhs earned in the previous year.

The Profit after taxes was Rs.10,632 lakhs lower by 12% as compared to Rs.12,103 lakhs of the previous year.

The Company operates mainly into three segments i.e. (i) Multimodal Transport Operations; (ii) Container Freight Stations/Inland Container Depots and (iii) Project and Engineering Solutions. For detailed segment wise performance, Members are requested to refer to the âManagement Discussion and Analysis Reportâ which forms part of the Annual Report.

BUSINESS OVERVIEW

Multimodal Transport Operations (MTO)

- MTO segment of the Company involves Non Vessel Owning Common Carrier (âNVOCCâ) operations related to Less than Container Load (âLCLâ) consolidation and Full Container Load (âFCLâ) forwarding activities in India and across the world through overseas subsidiaries of Ecu Worldwide.

- All cargo is amongst the leading players in the global LCL consolidation market with a strong network across 160 plus countries and 300 plus offices covering over 4,000 port pairs across the world.

- The Company has grown successfully with judicious mix of organic and inorganic growth through merger and acquisition strategies.

Container Freight Stations (CFS)/ Inland Container Depots (ICD)

- The CFS/ICD segment operations cater to the handling of import/export cargo, customs clearance and other related ancillary services.

- The Company operates CFS and ICD facilities at JNPT-Nhava Sheva, Chennai, Mundra, Dadri and Kheda.

Project and Engineering Solutions (P&E)

- This segment operates in the project logistics, equipment leasing and coastal shipping.

- P&E segment provides integrated end-to-end project, engineering and logistic services through a diverse fleet of owned/rented special equipments like hydraulic axles, cranes, trailers, barges, reach-stackers, forklifts and ships to carry bulk and Over Dimensional/Over Weight cargos as well as project engineering solutions across various sectors.

Contract Logistics

- Contract logistics is one of the fastest growing subsector of logistics in India and is poised to grow substantially post implementation of the Goods and Service Tax.

- The Company had a presence in this segment since last few years. In FY2016-17, the Company expanded and strengthened its presence in this segment by acquiring major equity stake in Avvashya CCI Logistics Private Limited (âACCIâ).

- ACCI is one of the predominant player in this segment managing activities for key clients in Chemicals, Auto and Engineering, Pharma, Fashion and Retail sectors.

- This segment is scalable and growth oriented.

STATE OF THE COMPANYâS AFFAIRS

Major highlights of state of the Companyâs affairs during the year under review are given as under:

- Even though last year was challenging due to factors like volatile market conditions, demonetization, low inflationary pressures and the impact of regulatory changes, the Company was able to maintain growth attributable to some of the robust measures undertaken at all levels. The measures include value based commercial deals, aggressive marketing strategy, disciplined project executions, innovation and digitalization, cost optimization, prudent financial and human resources management.

- Details of organic and inorganic growth strategy of the Company during the year under review are given below:

a. The Company along with Hindustan Cargo Limited, (âHCLâ, a wholly owned subsidiary of the Company) had transferred their contract logistics business and freight forwarding business to ACCI as a going concern on a slump sale basis for a consideration other than cash in the form of equity stake of 6.63% and 10.57%, respectively, in ACCI pursuant to the Business Transfer Agreement dated June 17, 2016 executed amongst them. The Company had also acquired 43.93% equity shares in ACCI for a cash consideration of Rs.13,000 lakhs. Post this transaction, the Company and HCL collectively own 61.13% in ACCI w.e.f. June 29, 2016.

b. The Company has completed acquisition of CFS business undertaking of Transindia Logistic Park Private Limited (âTLPPLâ, a wholly owned subsidiary of the Company) situated at JNPT Nhava Sheva, Uran, Raigad, as a going concern on a slump sale basis for a total consideration of Rs.8,050 lakhs effective from January 1, 2017. This acquisition enabled the Company to operate under single brand umbrella at JNPT, which benefits the Company to operate at cost effectiveness and also ensures optimum utilization of resources.

c. The Kolkata Port Trust allotted the land to the Company for constructing and operating CFS. The Company has started the construction of CFS and once it becomes operational, the Company will have presence at eastern coast of India. This CFS is expected to be operational in FY2017-18.

d. The Company is also pursuing project to set up the Logistic Park at Jhajjar, Haryana and is in the process of completing all regulatory requirements for this project.

Detailed information on the Business overview, outlook and state of the affairs of the Company is provided in the âManagement Discussion and Analysis Reportâ as required under Regulation 34 of the Listing Regulations, which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY2016-17 till the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

FINANCE

Consolidated

The Cash flows from operations were positive Rs.35,852 lakhs (as at March 31, 2016 Rs.44,016 lakhs). Spend on capex was Rs.16,796 lakhs. The borrowing of the Company as at March 31, 2017 stood at Rs.58,964 lakhs (as at March 31, 2016 Rs.51,327 lakhs). Cash and bank balances including investment in mutual funds stood at Rs.27,245 lakhs (as at March 31, 2016 Rs.26,289 lakhs).The Net Debt to Equity stood at 0.18 times (as at March 31, 2016 0.14 times).

Standalone

The Cash flows from operations were positive Rs.17,920 lakhs (as at March 31, 2016 Rs.19,720 lakhs). Spend on capex was Rs.8,445 lakhs. The borrowing of the Company as at March 31, 2017 stood at Rs.36,334 lakhs (as at March 31, 2016 Rs.19,493 lakhs). Cash and bank balances including investment in mutual funds stood at Rs.6,124 lakhs (as at March 31, 2016 Rs.7,678 lakhs). The Net Debt to Equity stood at 0.23 times (as at March 31, 2016 0.09 times).

During the year under review, the Company spent Rs.12,567 lakhs (including transaction cost) for Buy Back of 6,400,000 equity shares.

CREDIT RATING

The Company continues to have credit rating which denotes high degree of safety regarding timely servicing of financial obligation. The Company has received the following credit ratings for its long term and short term credit Bank Loan facilities, Commercial Paper and proposed Non-Convertible Debentures from various credit rating agencies:

Rating Agency	Rating	Instrument / Facility
ICRA	ICRA AA (Stable)	Non-Convertible Debentures (Proposed)
CARE	CARE AA
CRISIL	CRISIL AA-/Positive
CARE	CARE A1	Commercial Paper
CRISIL	CRISIL AA-/Positive	Long Term Bank Loan
CRISIL	CRISIL A1	Short Term Bank Loan

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of Sections 73 and 76 of the Act and the Rules framed there under.

SHARE CAPITAL

As at March 31, 2017 the Authorized Share Capital of the Company is Rs.550,000,000/- divided into 274,975,000 equity shares of Rs.2/- each and 500, 4% Cumulative Redeemable Preference Shares of Rs.100/- each.

Buyback

During the year under review, the Company bought back 6,400,000 equity shares of Rs.2/- each representing 2.54% of the outstanding equity shares of the Company at a price of Rs.195/- per equity share for an aggregate amount of Rs.12,480 lakhs (excluding transaction cost) through tender offer mechanism pursuant to the provisions of Section 68 of the Act read with Rules framed there under and SEBI (Buyback of Securities) Regulations, 1998. The Buyback size was 9.17% of the total fully paid up equity share capital and free reserves including securities premium as per the Audited Financial Statements of the Company for the year ended March 31, 2016. This Buyback was completed on January 11, 2017.

Upon completion of the Buyback, the issued, subscribed and paid-up share capital of the Company was Rs.491,391,048/divided into 245,695,524 equity shares of Rs.2/- each.

Reclassification of Promoters

Pursuant to Regulation 31A of the Listing Regulations, some of the Promoters of the Company were reclassified in the public category for which the approval of the Members of the Company was sought through postal ballot on March 22, 2017. Further, the approval of the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited for the reclassification was obtained on April 7, 2017.

CORPORATE GOVERNANCE REPORT

BOARD OF DIRECTORS

Number of meetings of the Board of Directors

During the year under review, 9 (nine) Board meetings were convened and held, the details of which are provided in the âCorporate Governance Reportâ.

Committee Position

The details of the composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the âCorporate Governance Reportâ.

Recommendation of Audit Committee

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

Directors

Appointment/Re-appointment

On the recommendation of the Nomination and Remuneration Committee (âNRCâ), Mr Kaiwan Kalyaniwalla (DIN:00060776) was appointed as an Additional Non-Executive Director of the Company with effect from August 10, 2016. In accordance with Section 161 of the Act, Mr Kalyaniwalla holds office upto the date of the ensuing AGM and being eligible, offer his candidature for appointment as Director.

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Adarsh Hegde (DIN:00035040), Director of the Company, retires by rotation at ensuing AGM and being eligible, offers himself for reappointment.

Attention of the Members is invited to the relevant items in the Notice of the 24^th AGM and the explanatory statement thereto.

Independent Directors

BOARD EVALUATION

Pursuant to Sections 134 and 178 of the Act and Regulations 17 and 19 of the Listing Regulations, NRC has set the criteria for performance evaluation of the Board, its Committees, individual Directors and Chairman of the Company, the same are given in detail in the âCorporate Governance Reportâ.

Based on the criteria set by NRC, the Board has carried out annual evaluation of its own performance, its Committees and individual Directors for FY2016-17. The questionnaires on performance evaluation were prepared in line with the Guidance Note on Board Evaluation dated January 5, 2017, issued by SEBI.

The parameters for performance evaluation of Board includes the roles and responsibilities of the Board, timeliness for circulating the board papers, content and the quality of information provided to the Board, attention to the Companyâs long term strategic issues, risk management, overseeing and guiding major plans of action, acquisitions etc.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. NRC reviewed the performance of individual Directors, separate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company taking into accounts the views of Joint Managing Director and Non-Executive Directors. Thereafter, at the Board meeting, the performance of the Board, its Committees and individual Directors has been discussed and deliberated. The Board of Directors expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Act read with the Rules framed thereunder, Mr Adarsh Hegde was appointed as Joint Managing Director of the Company for a period of five years w.e.f. July 1, 2016.

Considering the industry benchmark, the current and future revision, if any, in the Remuneration of Mr Hegde, NRC and the Board have recommended revision in the Basic Salary Scale of Mr Hegde to the maximum of Rs.30 lakhs p.m. from the existing maximum Basic Salary Scale of Rs.20 lakhs p.m. w.e.f. April 1, 2017.

Attention of the Members is invited to the relevant item in the Notice of the 24^th AGM and the explanatory statement thereto.

Mr Shailesh Dholakia resigned as Company Secretary of the Company w.e.f. June 30, 2016.

Ms Shruta Sanghavi has been designated as Company Secretary of the Company w.e.f. November 7, 2016 on the recommendation of NRC.

As at March 31, 2017, the following are the Key Managerial Personnel of the Company:

- Mr Shashi Kiran Shetty, Chairman and Managing Director;

- Mr Adarsh Hegde, Joint Managing Director;

- Mr Jatin Chokshi, Chief Financial Officer; and

- Ms Shruta Sanghavi, Company Secretary.

REMUNERATION POLICY

NRC 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 Act and the Rules framed there under and Regulation 19 of Listing Regulations, the criteria as aforesaid is given in the âCorporate Governance Reportâ. The Remuneration Policy of the Company is annexed as Annexure 2.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct or Ethics Policy, actual or suspected fraud, 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 the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for 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 appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. The Whistle Blower Policy is hosted on the Companyâs website http://www. allcargologistics.com/investors#investor-corporate-policies.

During the year under review, the Company has not received any complaint through Vigil Mechanism. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

RISK MANAGEMENT POLICY

The 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, the 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, the Board of Directors have formulated and implemented a Risk Management Policy.

The Company has adopted ISO 31000 framework for risk management. Under the guidance of the Board, the Chief Assurance and Risk Executive facilitates dedicated risk workshops for each business vertical and key support functions wherein risks are identified, assessed, analyzed and accepted/mitigated to an acceptable level within the risk appetite of the organization. The risk registers are also maintained and reviewed from time to time for risk mitigation plans and changes in risk weight age, if any. The Audit Committee monitors risk management activities of each business vertical and key support functions. Fraud Risk Assessment is also part of overall risk assessment. In the Audit Committee meeting, Chief Assurance and Risk Executive makes the presentation on risk assessment and minimization procedures.

The purpose of risk management is to achieve sustainable business growth, protect the Companyâs assets, safeguard shareholders 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down Internal Financial Controls and believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY2016-17 for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2017, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility initiatives taken on environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and also hosted on the Companyâs website http://www.allcargologistics. com/investors#financials-annual-reports.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The CSR Policy is hosted on the Companyâs website http://www. allcargologistics.com/investors#investor-corporate-policies.

CONSOLIDATED FINANCIAL STATEMENTS

A statement containing the salient features of the Financial Statements including the performance and financial position of each Subsidiaries, Joint Ventures and Associates companies as per the provisions of the Act, is provided in the prescribed Form AOC -1 is annexed as Annexure 4.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review, the names of the select overseas subsidiary companies have been changed to align with the brand name ECU Worldwide.

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

Sr. No.	Name of Company	Relationship	Change	Effective Date
1	Avvashya CCI Logistics Private Limited*	Subsidiary	Acquired	29.06.2016
2	FCL Marine Agencies Belgium bvba	WOS	Acquired balance 50% shares	07.09.2016
3	Ecu-Tech bvba	Subsidiary	Liquidated	13.09.2016
4	Ecu-Line Hungary Kft.	Subsidiary	Liquidated	08.12.2016
5	Oconca Shipping (HK) Ltd	WOS	Acquired	30.12.2016
6	Oconca Container Line S.A. Ltd.	WOS	Acquired	30.12.2016
7	Ecu Worldwide Canada Inc	WOS	Acquired balance 30% shares	01.01.2017

* /As per Ind AS classified as Joint Venture

Further, Asia Line Limited became indirect subsidiary of the Company w.e.f. March 30, 2017 and Ecu International (Asia) Private Limited became direct subsidiary of the Company w.e.f. March 31, 2017.

The Policy for determining Material Subsidiary as approved by the Board is hosted on the Companyâs website http://www. allcargologistics.com/investors#investor-corporate-policies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions / contracts / arrangements that were entered into by the Company during the year under review were on an armâs length basis and in the ordinary course of business and were in compliance with applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or Senior Management Personnel which may have a potential conflict with the interest of the Company at large.

All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The transactions entered into with related parties are certified by the Management and the independent chartered accountant that the same are in the ordinary course of business and at armâs length basis.

The details of related party transactions that were entered during FY2016-17 are given in the notes to the Financial Statements as per Ind AS 24, which forms part of the Annual Report.

The details of acquisition of CFS business undertaking of TLPPL completed during the year under review are set out in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rules framed there under is annexed as Annexure 5.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company is engaged in the business of providing integrated logistics services which falls under the infrastructural facilities as categorized under Schedule VI of the Act. Hence, the provisions of Section 186 of the Act are not applicable to the Company to the extent of loans given, guarantees or securities provided. However, as a good governance practice of the Company, the details of loans given, guarantees and securities provided are annexed as Annexure 6. Details of investments made are provided in the Notes to the Financial Statements.

AUDITORS

Statutory Auditors and their Report

M/s S R Batliboi & Associates LLP, Chartered Accountants, were appointed as Joint Statutory Auditors of the Company by the Members at the 22^nd AGM held on August 10, 2015 to hold office upto the conclusion of 27^th AGM of the Company to be held in the year 2020 subject to ratification by the Members at every AGM held thereafter. Further, M/s Shaparia Mehta & Associates LLP, Chartered Accountants, were appointed as Joint Statutory Auditors of the Company by the Members at the 23^rd AGM held on August 10, 2016 to hold office up to the conclusion of 28^th AGM of the Company to be held in the year 2021 subject to ratification by the Members at every AGM held thereafter.

M/s S R Batliboi & Associates LLP and M/s Shaparia Mehta & Associates LLP have, under Sections 139 and 141 of the Act and Rules framed there under furnished certificates of their eligibility and consent for their appointment. The said Joint Statutory Auditors have confirmed that they hold valid certificates issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations. The ratification of appointment of the Joint Statutory Auditors is being sought from the Members of the Company at the ensuing AGM.

The Auditorsâ Reports do not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Audit

Pursuant to Section 204 of the Act and Rules framed there under, the Company has appointed Ms Dipti Mehta of M/s Mehta & Mehta, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company for FY2016-17. The Report of Secretarial Auditor in Form MR-3 for FY2016-17 is annexed as Annexure 7.

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

No instance of fraud has been reported by the Auditors.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, in terms of Section 136 of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

During the year under review, none of Directors of the Company or their relatives has received any remuneration from the Subsidiary companies.

SAFETY, HEALTH AND ENVIRONMENT

The Project and Equipments division of the Company 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 equipments and follow the best Health and Safety practices as per LEEA standards.

The following safety measures are taken at various locations:

- Fire and Safety drills are conducted for all employees and security personnel and all Fire hydrants are monitored strictly as the preparedness for emergency.

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

- Each equipment is put through comprehensive Quality Audit and Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per the specifications by various Original Equipments Manufacturer. All equipments are mandatorily ensured with PUC. Fitness certificates are issued based on the compliance of the safety norms.

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

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

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

- Fortnightly visit by Doctors to office for medical counseling of employees. Further, Medical Health check-up of all employees are conducted at regular intervals.

- CCTV and Safety alarms are installed at each locations.

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

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Complaints Committee redresses the complaint received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaints of sexual harassment were received and two Awareness Program about Sexual Harassment Policy were conducted and held at workplace.

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to District Officer, Mumbai, pursuant to Section 21 of the aforesaid Act and rules framed there under.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed there under, an extract of the Annual Return in Form MGT-9 is annexed as Annexure 10.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

d) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates during the year. The Directors also conveys their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

For and on behalf of the Board of Directors

Shashi Kiran Shetty

Chairman and Managing Director

Place : Mumbai (DIN: 00012754)

Date : May 22, 2017

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.51/12/2007Â 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 DateÂ). 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 MethodÂ as given under Accounting Standard 14 (AS 14) "Accounting for AmalgamationsÂ 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 AccountÂ 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.51/12/2007Â 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" Â 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 Â 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 Â 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

Dec 31, 2009

The Directors take pleasure in presenting the Seventeenth Annual Report of the Company together with Audited Statement of Accounts for the year ended December 31, 2009.

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 31.12.2009 31.12.2008

Sales & Other Income 5,320.99 5,305.52

Profit Before Interest, Depreciation and Taxes 1,588.45 1,407.46

Interest 149.64 124.47

Depreciation 376.34 254.69

Profit Before Exceptional Items and Taxation 1,062.47 1,028.30

Exceptional Items - (62.68)

Provision For Tax 84.42 164.25

Profit After Tax 978.05 926.73

Prior period adjustments for tax and expenses 1.75 0.07

Profit brought forward from previous year 1,708.62 942.37

Amount available for Appropriations 2,688.42 1,869.03

Appropriations:

Interim Dividend 62.41 --

Tax on Interim Dividend 10.61 --

Propose Dividend 62.42 55.91

Tax on Dividend 10.61 9.50

Transfer to General Reserve 100 95.00

Profit carried to Balance Sheet 2442.36 1,708.62

REVIEW OF OPERATIONS

The year under review was challenging and opportunistic for your Company. In spite of global economic turmoil and slower industrial growth, your Company witnessed an improved performance on all parameters. This was possible because of focused management approach, efficient project execution, reduction in cost and prudent financial and human resources management.

Stand-alone Performance:

Your Company has achieved a turnover of Rs. 5,167.56 million and earned a net profit of Rs. 978.05 million as compared to turnover of Rs. 5,167.91 million and net profit of Rs. 926.73 million in preceding financial year, representing 5.54% growth in net profit. Earnings before interest, tax and depreciation (EBITDA) is Rs.1,588.45 million as compared to Rs.1407.46 million in preceding financial year, representing 12.86% growth.

Consolidated Performance:

Your Company has achieved a turnover of Rs.20,609.33 and earned a net profit of Rs.1,299.49 million as compared to turnover of Rs. 23,140.82 million and net profit of Rs. 1,077.02 million in preceding financial year, representing 20.66% growth in net profit, on consolidated basis. Earning before interest, tax and depreciation (EBITDA) is Rs. 2,470.92 million as compared to Rs.2,304.43 million in preceding financial year, representing 7.22% 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 final dividend @25% (Rs. 0.50 per equity share of Rs.2 each) to the members of the Company. The Dividend, if approved by the members at the ensuing Annual General Meeting, together with interim dividend @ 25% paid in November 2009, will absorb a sum of Rs. 146.06million including dividend distribution tax.

SUBSIDIARY COMPANIES

During the year under review, your Company acquired 100% equity stake in Sealand Terminals Pvt. Ltd. through its wholly owned subsidiary company viz. Contech Transport Services Pvt. Ltd.

Eurocentre Milan SRL and Guldary S.A were incorporated as wholly owned subsidiary companies under Ecu Group of companies. Your Company also increased its equity stake in Ecu Line Switzerland GmBH, and Ecu Line SA (Pty) Ltd. to 100% through Ecu Hold N V.

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, 1956 applied to the Ministry of Corporate Affairs, Government of India, which is expected. 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 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.

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 associates companies 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 CompanyÃs ESOP Scheme as on December 31, 2009 are 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 CompanyÃs 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 year under review, your Company had issued and allotted 2,594,595 equity shares of Rs.10 each at a premium of Rs.924 per equity share upon conversion of Fully and

Compulsorily Convertible Debentures and Warrants issued to Blackstone Entities on preferential basis. Your Company further issued and allotted 4,047 equity shares of Rs.10 each to its employees against exercise of options granted to them under ÃAllcargo Employee Stock Option Plan 2006Ã.

In November 2009, your Company sub-divided the face value of its equity shares from Rs.10 per equity share to Rs.2 per equity share. Accordingly, the issued, subscribed and paid up share capital of the Company as on December 31, 2009 after sub-division was Rs.249,622,530 divided into 124,811,265 equity shares of Rs.2 each.

Your Company has increased the Authorised Share Capital from Rs.300,000,000 divided into 150,000,000 equity shares of Rs.2 each to Rs.350,000,000 divided into 175,000,000 equity shares of Rs.2 each.

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

With a view to consolidate logistic business under one roof and for better administration, control and management, your Company has decided to amalgamate Sealand Terminals Pvt. Ltd., a 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 of the Companies Act, 1956.

Your Company has presented the Scheme of Arrangement to the HonÃble Bombay High Court for issue of necessary directions for holding / dispensation from holding meetings of its shareholders and creditors and thereafter approval of the Scheme.

The present financial statements do not contain the financials of Sealand Terminals Pvt. Ltd. effect of which will be given on approval of the Scheme by the HonÃble Bombay High Court.

AWARDS AND RECOGNITION

Your Company has been awarded ÃCompany of the Year in the Logistics CategoryÃ at the prestigious "NDTV Profit Business Leadership Awards-2009Ã held in Mumbai on October 26, 2009. In another noteworthy achievement your company has been the finalist for the esteemed ÃLloydÃs List Global Logistics Company Awards.Ã

Your Company believes that wining of such recognition was due to the hard work, passion and spirit of team work of the employees and thought leaders, whose novel thinking and innovative approach have led them to attain excellence in their field. This further underscores your Companies contribution to the Global

Logistics Landscape.

Mr. Shashi Kiran Shetty, Chairman and Managing Director, of your Company was also awarded as the ÃEntrepreneur of the YearÃ for excellence in services by Ernst & Young. He dedicated his award to all the employees of the Company who dedicated themselves to help him to achieve this honor. He also thanked all the stakeholders for supporting him and believing in the Company.

DIRECTORS

Mr. Shashi Kiran Shetty was appointed as Managing Director of the Company for a period of 5 years commencing from April 1, 2005. In accordance with the terms of his appointment, his term of office expired on close of business hours on March 31, 2010. However, he continues to act as the Director of the Company.

Looking at the efforts put by Mr. Shashi Kiran Shetty in developing and expanding the business operation of the Company and the growth and progress made by the Company under his leadership on year on year, the Board recommends re-appointment of Mr. Shashi Kiran Shetty as Chairman & Managing Director of the Company for further period of five years effective form April 1, 2010 on the terms & condition and remuneration recommended by the Remuneration Committee of the Company.

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

Brief resume of Mr. Shashi Kiran Shetty, Mr. Keki Elavia, and Mr. Satish Gupta as required in terms of Clause 49 of the 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 the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends re-appointment of M/s. Appan & Lokhandwala Associates as Statutory Auditors of the Company for the current financial 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.

DIRECTORSÃ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your 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) they 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 31, 2009 and of the profit of the Company for the year ended on that date;

(c) they 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) they 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 optimum 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 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.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is continuing focus on education, health & social well being of the society. During the year, your Company contributed substantially towards cost of constructing college for Higher Education.

To promote the focus on education, your company has policy of offering scholarship to the students and it ensures that the initiative brings the right result in the form of appreciation, recognition and financial assistance. Your company also assists and extends financial help for medical treatment of under privileged class of the society by visiting the hospitals from time to time.

Apart from these initiatives, your Company also participates in and

contributes to the various Charitable Trusts with prime focus on furthering education, health and other noble causes for under privileged class of the Society.

Your Company has continued its sponsorship to Akanksha centre as mentioned in the last yearÃs 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 DirectorsÃ Report. However, as per the provisions of Section 219(1) (b)(iv) of the said Act, 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 : April 07, 2010

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