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Directors Report of Aqua Logistics Ltd.

Mar 31, 2013

To, The Members of Aqua Logistics Limited

The Directors are pleased to present the Fourteenth Annual Report of the Company along with Audited Statement of Accounts for the period ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

Particulars For the year ended For the year ended 31-03-2013 31-03-2012

Sales & Other Income 26067.98 31298.97

Profit Before Depreciation, Interest, 1915.65 1841.57 Exceptional, Extraordinary Items and Taxes

Interest and Financial Charges 1265.92 1178.27

Depreciation 392.11 386.84

Profit Before Exceptional, Extraordinary Items 257.62 276.46 and Taxes

Exceptional Items 99.93 99.93

Extraordinary Items 2908.59 5.69

Profit / (Loss) Before Tax (2750.90) 170.83

Provision For Tax 0.00 40.00

Deferred Tax Liabilities 89.81 15.47

Profit / (Loss) After Tax (2840.70) 115.36

Profit brought forward from Previous Year 6153.73 6038.37

Profit carried to Balance Sheet 3313.04 6153.74

REVIEW OF OPERATIONS

During the year, your Company has registered a significant volatility and thereby a lower growth in its overall performance, entirely due to the extreme weak economic fundamentals within the country and in overseas market. The broad spectrum of industries in India has gone through a very bad patch during this fiscal, with top line of operations and margins shrinking. Logistics industry has been no exception to this, as its performance largely depends on the GDP growth within the various segment of industry. Income from operations is Rs 26067.98 lacs as compared to Rs. 31298.97 lacs in the previous year showing decrease of 16.71%. The decrease in revenue is mainly due to decrease in revenue from freight forwarding services and largely in project logistics. However, in-spite of all odds and adversities your Company has achieved reasonable level of sales targets, which is grossly attributable to Company''s customer-centric approach and its ability to provide customer specific solutions, customer centric focus on pricing and innovative marketing strategy, timely project executions and better control over cost.

Profit before Depreciation, Interest and Tax (PBDIT) has increased from Rs. 1841.57 lacs for the year ended March 31, 2012 to Rs. 1915.65 lacs showing a slight growth of operations this fiscal. During FY 2013, your Company has recorded Net Loss after Tax to Rs. 2840.70 lacs from a PAT level of Rs. 115.37 lacs in FY 2012 due to loss on sale of Investments in subsidiary companies.

The Directors of your Company are currently doing their best to improve the Company''s earning and the results will show up in the ensuing quarters.

BUSINESS & FUTURE OUTLOOK

According to the World Bank''s 2012 Logistics Performance Indicator, India is ranked 46th and is behind countries such as Japan, the United States, Germany and China. Logistics costs account for around 6-10% of average retail prices in India as against the global average of 4-5%. Therefore, there is a clear scope to improve margins by 3-5% by improving the efficiency of the supply chain and logistics processes. India is the second largest producer of fruits and vegetables in the world but, according to the India Tribune, due to inadequate supply chain and logistics infrastructure and management, two-thirds of the produce, worth US$ 65 billion in revenue, is wasted or lost in transit every year.17 In the last few years, India has also been crippled by rising food inflation rates, predominantly due to high supply chain costs in the Indian food and grocery industry, estimated at US$ 24 billion. When it comes to temperature-sensitive transportation and storage, the gap is more glaring. According to industry analysts, improving the back-end processes in the supply chain and integrating cold chains can save US$ 15 billion annually while reducing the wastage of perishable horticulture produce and ensuring additional export revenue of over US$ 5 billion. In India, 65% of freight traffic moves on the road network. Road freight volumes have increased at a much higher rate than the growth of the road network over the last few years, creating structural issues of capacity and quality. Complex taxation and the use of different road permits/documents in different states impose additional constraints on the movement of freight by road.

Going forward Your Company intends to focus on this opportunity in creating infrastructure to cater to this segment and is already in the process of scouting for suitable partners to align with for seizing this opportunity. This segment of logistics business requires huge level of investments in infrastructure and is a short to medium term opportunity with heavy dose of top line business and fantastic bottom level business opportunity. Your Company is clearly focused on this and is making the right moves to enter this area.

As far as the existing operations are concerned, Your company is focused in reducing the lower margin business in the various segments of logistics operations and focus only on reasonable margin oriented businesses and is currently focused more in supply chain solutions and delivery to existing clientele on selective basis. Your Company wants to certainly restructure the operations from an improved margin orientation business which only can sustain operations on long term basis and can also provide value to its valued existing shareholders and other stake holders.

Your Company is also focused currently in reducing its short and long term liabilities significantly by aligning with strategic investors so that the interest burden which is erasing the margins to be retained can be restored and the operational efficiency can be brought back into black during this fiscal. Lot of efforts are under way to achieve this and Your company is confident of achieving this at a reasonable time frame.

Your Company is completely aware of the weak economic fundamentals prevailing in the domestic and overseas markets at this point in time. There is a huge negative sentiment prevailing. But Your Company feels that these are the best times to initiate and enter newer segments of logistics businesses which can provide long term value to shareholders and stake holders. Further, with the economic sentiment within the country likely to show positive results in the third quarter of this fiscal, Your Company is confident of restoring back its original glory of CAGR and PAT.

DIVIDENDS

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public, within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

SUBSIDIARY COMPANIES:

The major part of the Subsidiary Companies have been hived off and sold during this fiscal to an Overseas Investor and for the balance tiny subsidiaries, in accordance with the General Circular no. 2/2011 File no. 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exception to the Companies Under Section 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other Reports and statement of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any shareholder of the seeking such information at any point of time. The Annual Accounts of the subsidiary companies also available for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statement of the Company and all the subsidiaries duly audited by the statutory auditor of the Company are presented in the Annual Report of the Company.

AMOUNT TO BE CARRIED TO RESERVES

Since it is not proposed to declare any dividend, the entire amount of Rs. (2840.70) is proposed to be transferred to the Reserves of the Company.

AUDITORS

M/s. Anil Nair & Associates, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at the conclusion of this Annual General Meeting. They have furnished a certificate stating that their appointment if made will be within the limits laid down u/s 224 (1B) of the Companies Act, 1956. The Board recommends re-appointment of M/s. Anil Nair & Associates as Statutory Auditors of the Company for the current financial year and to fix their remuneration.

AUDITORS'' REPORT

The notes to the Annual Accounts of the Company, referred to in the Auditor''s Report are self - explanatory and do not require any clarification from the Board except with regard to the following:

Though there are no qualifications in the Auditors Report there are certain issues which have been highlighted viz financial stress on the Company which is reflected by statutory dues are in arrears, dues to banks and a financial institution are pending. In order to overcome the situation, Your Company is focused currently in reducing its short and long term liabilities significantly by aligning with strategic investors so that the interest burden which is erasing the margins to be retained can be restored and the operational efficiency can be brought back into black during this fiscal. Lot of efforts are under way to achieve this and Your company is confident of achieving this at a reasonable time frame.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. B. S. Radhakrishnan is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors'' responsibility statement, it is hereby confirmed:

1. that in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the directors 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 at the end of the financial year and of the profit or loss of the Company for the period under review;

3. that the directors have 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;

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

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

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Conversion of Energy

The Operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy everywhere. Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

Technology Absorption, Adaptation and Innovation

Your Company is in an Industry, which demands absorption of emerging technologies and trends so as to cater to the needs of its esteemed Clients. Your Company has developed methods for absorption and adaptation of new / emerging / developing technologies, in consonance with the needs of its Clients and its own requirements.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Earnings in Foreign Exchange were Rs.23.15 lacs (Previous Year Rs.278.96 lacs) as against Expenditure incurred in Foreign Currency of Rs. 24.51 (Previous Year Rs. 238.05 lacs). Since the Company does not own any manufacturing facilities, the other particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

None of employees has received remuneration/salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

Your Directors hereby wish to place on record their appreciation of the significant contribution made by each and every employee of the Company. The Directors also thank all other stakeholders for their support and encouragement. Your Directors look forward to your continued support in the years to come.

For and on behalf of the Board of Directors

Place: Mumbai Chairman

Dated: 14th August, 2013


Mar 31, 2012

To The Members of Aqua Logistics Limited

The Directors are pleased to present the Thirteenth Annual Report of the Company along with Audited Statement of Accounts for the period ended on 31st March, 2012.

FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

Particulars For the year ended For the year ended 31-03-2012 31-03-2011

Sales & Other Income 31298.97 38215.29

Profit Before Depreciation, Interest and Taxes 1735.95 3661.76

Interest and Financial Charges 1178.27 725.00

Depreciation 386.84 388.37

Profit before Tax 170.84 2548.39

Provision For Tax 40.00 141.56

Deferred Tax Liability 15.47 120.13

Profit after Tax Before Prior Period Item (NET) 115.37 2286.70

Prior Period Items (NET) 0.00 47.70

Profit After Tax 115.37 2239.00

Profit brought forward from Previous Year 6038.37 3,799.37

Profit carried to Balance Sheet 6153.74 6038.37

REVIEW OF OPERATIONS

During the year, your Company has registered Income from operations of Rs.31,035.01 lacs as compared to Rs. 38,087.93 lacs in the previous year.

Profit before Depreciation, Interest and Tax (PBDIT) has decreased from Rs. 3661.76 lacs for the year ended March 31, 2011 to Rs. 1735.95 lacs showing the decrease of 52.59%. During FY 2012, your Company has recorded PBDIT of 5.55% of the income from operations as against 9.58% during FY 2011. The reduction in operating margin is due to decrease in income from operation..

During the year, Profit after Tax (PAT) has decreased from Rs. 2239.00 lacs for the FY 2011 to Rs. 115.37 lacs in FY 2012 due to decrease in income from operations. During FY 2012 your Company recorded PAT margin of 0.37% as against 5.86% for FY 2011.

The Directors of your Company are currently doing their best to improve the Company's earning and the results show up in the ensuing quarters.

BUSINESS & FUTURE OUTLOOK

Business is not usual due to the changing trends and volatile market conditions. Your Company is making enormous efforts to streamline all its business verticals; be it Distribution of Resources to various verticals or the strategy itself. Allocation of resources is currently being done based on the latest information and purely based on cash-flows. The expected effect is to increase in our clientele base and to improve customer satisfaction, trust and collaborate more with clients on their specific demands and requirement. This is truly a differentiator at Aqua Logistics Limited.

Changes are taking place as you are reading this on Strategic Level, Operational & Tactical Levels. Aqua Logistics has gone through all the different eras starting from just being a logistics support provider on to becoming a truly world class SCM Company. Aqua Logistics understands the need to specialize and is poised to becoming a fully integrated SCM Company so that more and more clients stay focused on their core competencies and let the SCM handled by Aqua Logistics. More focus being laid on understanding Customer's manufacturing, installation and service management processes. So, the focus for the future shall be on controlling cost and improving services of customers. Special Focus shall be laid on productivity measures to utilize more of our capacities and all the above with unmatchable speed and efficiency is assured to our clients and investors.

DIVIDENDS

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public, within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

SUBSIDIARY COMPANIES

In accordance with the General Circular no. 2/2011 File no. 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to the Companies Under Section 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other Reports and statement of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. A summary of the financial information of the subsidiary companies is also attached to the Annual Report of the Company.

AMOUNT TO BE CARRIED TO RESERVES

Since it is not proposed to declare any dividend, the entire amount of Rs. 115.37 lacs is proposed to be transferred to the Reserves of the Company.

AUDITORS

M/s. Anil Nair & Associates, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at the conclusion of this Annual General Meeting. They have furnished a certificate stating that their appointment if made will be within the limits laid down u/s 224 (1B) of the Companies Act, 1956. The Board recommends re-appointment of M/s. Anil Nair & Associates as Statutory Auditors of the Company for the current financial year and to fix their remuneration.

AUDITORS' REPORT

The notes to the Annual Accounts of the Company, referred to in the Auditor's Report are self - explanatory and do not require any clarification from the Board.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S.S. Balakrishnan who has appointed to fill the casual vacancy which was arising out of resignation of Mr. V.S. Narayanan is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for reappointment.

Mr. V. S. Narayanan resigned as Director with effect from 5th December, 2011 due to his personal works. The Board placed on record appreciation of his service to the Company during his tenure of directorship.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors' responsibility statement, it is hereby confirmed:

1. that in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the directors 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 at the end of the financial year and of the profit or loss of the Company for the period under review;

3. that the directors have 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;

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

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

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 Conservation of Energy

The Operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy everywhere. Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

Technology Absorption, Adaptation and Innovation

Your Company is in an Industry, which demands absorption of emerging technologies and trends so as to cater to the needs of its esteemed Clients. Your Company has developed methods for absorption and adaptation of new / emerging / developing technologies, in consonance with the needs of its Clients and its own requirements.

Foreign Exchange Earnings and Outgo

The Earnings in Foreign Exchange were Rs. 278.96 lacs (Previous Year Rs. 61.87 lacs) as against Expenditure incurred in Foreign Currency of Rs. 238.05 Lacs (Previous Year Rs. 936.17 lacs). Since the Company does not own any manufacturing facilities, the other particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

None of employees has received remuneration/salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

Your Directors hereby wish to place on record their appreciation of the significant contribution made by each and every employee of the Company. The Directors also thank all other stakeholders for their support and encouragement. Your Directors look forward to your continued support in the years to come. For and on behalf of the Board of Directors

Place: Mumbai Chairman

Dated: 4th September, 2012


Mar 31, 2010

The Directors are pleased to present the Eleventh Annual Report of the Company along with Audited Statement of Accounts for the period ended on 31st March, 2010.

FINANCIAL HIGHLIGHTS

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

(Rs.in Lakhs)

Particulars For the year ended For the year ended

31-03-2010 31-03-2009

Sales & Other Income 32238.42 21405.24

Profit Before Depreciation,

Interest and Taxes 3279.79 2300.04

Interest and Financial Charges 516.64 474.72

Depreciation 149.03 113.92

Profit before Tax 2614.12 1711.40

Provision For Tax 473.00 320.14

Deferred Tax Liability 207.00 233.75

Fringe Benefit Tax 0.00 42.61

Adjustment for MAT (120.00) 0.00

Profit after Tax 2054.12 1114.90

Profit brought forward from Previous Year 1745.25 630.35

Profit carried to Balance Sheet 3799.37 1745.25

REVIEW OF OPERATIONS

During the year, your Company has registered a quantum jump both in Sales and Profit. Income from operations isRs. 32,201.21 Lakhs as compared to Rs. 21,340.05 Lakhs during the FY 2009 showing increase of 50.90%. The increase in revenue is mainly due to increase in revenue from freight forwarding services and project logistics. This increase is mainly attributable to the capability build-up by your company in the previous years, addition of new clients and the capital infusion to increase operations.

Profit before Depreciation, Interest and Tax (PBDIT) has increased from Rs. 2,300.04 Lakhs for the year ended March 31, 2009 to Rs. 3279.79 Lakhs showing the increase of 42.60%, mainly on account of increase in operations. During FY 2010, your Company has recorded PBDIT of 10.17% of the income from operations as against 10.75% during FY 2009. The reduction in operating margin is due to increase in operating cost.

During the year, Profit after Tax (PAT) increased from Rs. 1,114.90 Lakhs for the FY 2009 to Rs. 2054.12 Lakhs in FY 2010 due to increase in income from operations. During FY 2010, your Company recorded PAT margin of 6.37% as against 5.21% for FY 2009.

The Directors of your company are hopeful of earning higher profits margin in the next year.

BUSINESS & FUTURE OUTLOOK

As an integrated supply chain services company your company is providing end to end logistics and supply chain solutions across various industry vertical. The Indian Logistics Industry is at growing path with Indias gross domestic product (GDP) growing at over 8.60% per year and also the manufacturing sector. The logistics industry in India is expected to reach a market size of over USD 125 Billion in year 2010 due to growth in infrastructure, organized retail and agri processing industry.

Your company is well equipped to take benefit of the growing potential in logistics industry and is hopeful of registering better performance in terms of Sales & Profitability for the Year 2010-11.

INCORPORATION OF SUBSIDIARY COMPANIES

During the year, Aqua Logistics HK Pvt. Ltd was incorporated in Hong Kong and Aqua Logistics, FZE was incorporated in Sharjah, U.A.E. as wholly-owned subsidiary Companies.

RECONGNITIONS

We have been certified ISO 9001:2000 for Quality Management System by Zenith Quality Assessors, the Certification Body.

ISSUE OF SECURITIES OF THE COMPANY

During the year, your Company had made an Initial Public Offer (IPO) of Rs. 15,000 Lakhs. The Company allotted 69,16,225 Equity Shares of Rs. 10/- each at a price of Rs. 220 per Equity Share (including a premium of Rs. 210 per equity share) for Non Institutional and QIB Bidders and Rs. 215 per Equity Share (including a premium of Rs. 205 per equity share) for Retail Individual Bidders . The Equity Shares of the Company were listed on Bombay Stock Exchange and National Stock Exchange on February 23, 2010.

DIVIDENDS

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public, within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AMOUNT TO BE CARRIED TO RESERVES

Since it is not proposed to declare any dividend, the entire amount of Rs. 20,54,11,752 is proposed to be transferred to the Reserves of the Company.

AUDITORS

M/s. Anil Nair & Associates, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at the conclusion of this Annual General Meeting. They have furnished a certificate stating that their appointment if made will be within the limits laid down u/s 224 (1B) of the Companies Act, 1956. The Board recommends re-appointment of M/s. Anil Nair & Associates as Statutory Auditors of the Company for the current financial year and to fix their remuneration.

AUDITORS REPORT

The notes to the Annual Accounts of the Company, referred to in the Auditors Report are self - explanatory and do not require any clarification from the Board.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ravi Sharma is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, it is hereby confirmed:

1. that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the period under review;

3. that the Directors have 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;

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

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

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Conservation of Energy

The Operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy everywhere. Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

Technology Absorption, Adaptation and Innovation

Your Company is in an Industry, which demands absorption of emerging technologies and trends so as to cater to the needs of its esteemed Clients. Your Company has developed methods for absorption and adaptation of new / emerging / developing technologies, in consonance with the needs of its Clients and its own requirements.

Foreign Exchange Earnings and Outgo

The Earnings in Foreign Exchange were Rs. 19,483.62 Lakhs (Previous Year Rs. 4526.03 Lakhs) as against Expenditure incurred in Foreign Currency of Rs. 18,806.57 (Previous Year Rs. 5,637.51 Lakhs). Since the Company does not own any manufacturing facilities, the other particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

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 Company did not have employee whose salary exceed Rs. 2,00,000 per month or was in excess of Rs. 24,00,000 per annum and therefore, no details are given as required u/s 217 (2A) of the Companies Act, 1956. Details of Remuneration paid to Directors are covered under Notes to Accounts.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and cooperation 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

Place: Mumbai Chairman

Dated: August 7, 2010


Mar 31, 2009

The Directors take pleasure in presenting the Tenth Annual Report of the Company together with Audited Statement of Accounts for the period ended on 31st March, 2009.

FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

For the year For the year ended ended Particulars 31-03-2009 31-03-2008

Sales & Other Income 21405.24 10913.57

Profit Before Depreciation, Interest and Taxes 2300.04 1318.58

Interest and Financial Charges 474.71 382.44

Depreciation 113.92 56.53

Profit before Tax 1711.40 879.62

Provision For Tax 320.14 221.64

Deferred Tex Liability 233.75 64.51

Fringe Benefit Tax 42.61 32.00

Profit after Tax 1114.90 561.47

Profit brought forward from Previous Year 630.35 268.88

Profit carried to Balance Sheet 1745.25 830.35

REVIEW OF OPERATIONS

During the year, your Company has registered a quantum jump both in Sales and Profit. Income from operations is Rs. 21,340.05 lacs as compared to Rs. 10898.54 lacs during the FY 2008 showing increase of 95.81%. The increase in revenue is mainly due to increase in revenue from freight forwarding services and project logistics. This increase is mainly attributable to the capability build-up by our company in the previous years, addition of new clients and the capital infusion to increase our operations.

Profit before Depreciation, Interest and Tax (PBDIT) has increased from Rs. 1,318.58 lacs for the year ended March 31, 2008 to Rs. 2,300.04 lacs showing the increase of 74.43%, mainly on account of increase in operations. During FY 2009, your Company has recorded PBDIT of 10.78% of the income from operations as against 12.10% during FY 2008. The reduction in operating margin is due to increase in operating cost.

During the year, Profit after Tax (PAT) has increased from Rs. 562.76 lacs for the FY 2008 to Rs. 1,114.90 lacs, in FY 2009 due to increase in income from operations. During FY 2009, your Company recorded PAT margin of 5.21% as against 5.16% for FY 2008.

The directors of your company are hopeful of earning higher profits margin in the next year.

BUSINESS 8 FUTURE OUTLOOK

As an integrated supply chain services company your company is providing end to end logistics and supply chain solutions to across the various industrial vertical. The Indian Logistics Industry is at growing path with Indias gross domestic profit (GDP) growing at over 8% per year and also the manufacturing sector. The logistics industry in India is expected to reach a market size of over USD 125 Billion in year 2010 due to growth in infrastructure, organized retail and agri processing industry.

Your company in well equipped to take benefit of the growing potential in logistics industry and is hopeful of registering better performance in terms of Sales & Profitability for the Year 2009-10.

SIGNIFICANT INITIATIVES

There is no significant initiative undertaken by your Company during the year.

ISSUE OF SECURITIES OF THE COMPANY

During the year your Company issued 1,00,000 Equity shares of FV Rs. 10 to HT Media at a premium of Rs. 490 per share. Also, 13,60,000 additional Equity shares were issued during the year at par, to employees within the group and to promoter group and others.

DIVIDENDS

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public, within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

AMOUNT TO BE CARRIED TO RESERVES

Since it is not proposed to declare any dividend, the entire amount of Rs. 11,14,90,422 is proposed to be transferred to the Reserves of the Company.

AUDITORS

M/s. Anil Nair & Associates, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at :he conclusion of this Annual General Meeting. They have furnished a certificate stating that their appointment if made will be within the limits laid down u/s 224 (1B) of the Companies Act, 1956. The Board recommends re-appointment of M/s. Anil Nair & Associates as Statutory Auditors of the Company for the current financial year and to fix their remuneration.

AUDITORS REPORT

The notes to the Annual Accounts of the Company, referred to in the Auditors Report are self - explanatory and do not require any clarification from the Board.

DIRECTORS

In accordance with the provisions of Section 260 of the Companies Act, 1956, Mr. B. S. Radhakrishnan and Mr. Ravi Sharma were co-opted as Additional Directors of the Company w.e.f. March 5, 2009 and Mr. V. S. Narayanan was opted as Additional Director of the Company w.e.f. May 4, 2009. The Company has received notices under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. B. S. Radhakrishnan, Mr. Ravi Sharma Mr. V. S. Narayanan, as directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, it is hereby confirmed:

1. that in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the direclors have selected such accounting policies and applied them consistently and made jucgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the period under review;

3. that the directors have 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;

4. that the Directors have prepared the accounts for the financial year ended 31s1 March, 2009 on a going concern basis.

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

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 Conversion of Energy

The Operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy everywhere. Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

Technology Absorption, Adaptation and Innovation

Your Company is in an Industry, which demands absorption of emerging technologies and trends so as to cater to the needs of its esteemed Clients. Your Company has developed methods for absorption and adaptation of new / emerging / developing technologies, in consonance with the needs of its Clients and its own requirements.

Foreign Exchange Earnings and Outgo

The Earnings in Foreign Exchange were Rs. 4,526.03 lacs (Previous Year Rs.934.04 lacs) as against Expenditure incurred in Foreign Currency of Rs. 5,637.51 (Previous Year Rs. 1106.03 lacs). Since the Company does not own any manufacturing facilities, the other particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

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 employees are to set out in Annexure to the Directors report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and cooperation 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

Chairman

Place: Mumbai Dated: 30th July, 2009

 
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