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Directors Report of Chartered Logistics Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Shareholders,

Chartered Logistics Limited

The Directors are pleased to present the 21st Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2016.

1. Financial Summary or Highlights/Performance of the Company (Standalone)

The Board''s Report shall be prepared based on the stand alone financial statements of the company.

(Rs. in lakhs)

Particulars

31/03/2016

31/03/2015

Gross Income

16955.67

17887.10

Profit Before Interest and Depreciation

1572.12

1710.82

Interest & Finance Charges

680.48

978.19

Depreciation

189.28

713.21

Profit Before Tax

702.36

19.42

Provision for Tax

168.05

2.57

Less: Deferred Tax Credit

(33.59)

141.03

Profit/Loss After Tax

622.44

361.15

Net Profit

622.44

361.15

2.

Review of Business Operations during the year

Your company''s operational and financial performance has inclined during the financial year 2015-16 as compared to previous year during the year company has reported total income of Rs. 16955.67 Lacs against total income of Rs. 17887.10 Lacs in the previous year. The interest and financial expenses and depreciation have been decreased this year as compared to previous year therefore the net profit has been increased this year as compared to previous year. Profit before tax (PBT) has been reported at Rs. 702.36 Lacs in the current year as against Profit before tax (PBT) of Rs. (19.42) Lacs in the previous year. The net profit after tax for the current year 2015-16 is 622.44 Lacs as compared to (361.15) Lacs in the previous year.

3.

Business Outlook

For the last two decades, Chartered Group is scaling new heights in the logistics industry. We have created an impressive track record of value addition to our customers. Our basic principles behind growth are our values i.e. Honesty & Integrity, Commitment, Efficiency, Safety. With our

ardent passion and focused vision which we have outlined as "TO BE A PREMIUM LOGISTICS COMPANY WITH FOCUS ON BETTER THAN THE BEST" and our mission is to achieve it. It is unflinching goal of Chartered to become a force to reckon with and the roadmap has been designed to translate out dreams into reality.

With implementation of the historic GOODS AND SERVICES TAX (GST) Bill, India will be one union and there will be fearless, hassle free flow of goods from one state from another. This new initiative will be a big boost to the logistics industry and will improve bottom lines of the respective companies. It will also open up huge scope of warehousing and implementation of reverse freight regime.

4. Stock Exchange

The company''s shares are listed on Bombay Stock Exchange Limited (BSE) and the company has paid necessary listing fees for the year 2016-2017

5. Change in Registrar and Transfer Agent

The Board of Directors of the Company has on 13th June, 2016 duly approved the appointment of M/ s. Skyline Financial Services Pvt. Ltd., New Delhi as Registrar & Share Transfer Agent of the Company w.e.f. 13th June, 2016 in place of M/s. Sharepro Services (India) Private Limited, the Company''s existing Registrar and Share Transfer Agent of the Company whose services are terminated w.e.f. closure of business hours on 13th June, 2016. The aforesaid was done in accordance with SEBI''s Interim Order WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016.

6. Particulars of Loans, Guarantees & Investments

Loans, Guarantees & Investment under Section 186 of Companies Act, 2013 form part of notes to financial statement provided in this Annual Report.

7. Contracts or Arrangements with Related Parties

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since no material related party transactions were entered by the Company and all the transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis, form AOC 2 is not applicable to the Company.

Your Directors have on the recommendation of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made there under and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

8. Fixed Deposits

The company has not accepted any fixed deposits, and as such no amount of principal or interest was outstanding as of Balance sheet date.

9. Issue of Share Capital

During the financial year under report the company has neither made any issue of equity shares with differential voting rights, sweat equity shares or under neither employee stock option scheme nor it has made any provision of money for purchase of its own shares by employees or by trustees for the benefits of the employees.

10. Employee Stock Options Scheme

The Company has not issued any Employee Stock Options Plans. As such no Employee Stock Option Schemes have been framed.

11. Business Strategy

We have introduced a number of strategic initiatives during the year to spur overall growth and productivity in the Company. The following are some of the broad areas covered by these initiatives:

- Cost Optimization: A series of measures have been initiated to yield high levels of cost optimization. These include focusing on location Optimization, deploying people in the right jobs and eliminating unnecessary costs.

- Enhancing Sales Productivity: We are focusing on reinvigorating our sales teams and enabling them with better systems, training and processes. We have made all branches of the company online located at the various locations of the country. This help us in getting the MIS Report daily from all branches which enable us to focus and improving the sales productivity of all branches thereby winning large revenue for the company

- Improving Service Effectiveness:

Our delivery services have always been of a high order, and we want to re-focus on strengthening it further.

12. Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, the Board of Directors of your Company have constituted a CSR Committee on 6th August, 2016.

The company is in the process of formulating CSR Policy as per the recommendation of CSR committee. The Company shall find the ways and projects for undertaking CSR activities and shall make relevant provisions of CSR activities in the books of accounts of the company. The company shall submit the report of CSR activities and spending in the ensuing year as it is not applicable to company for this financial year.

13. Directors'' Responsibility Statement

As per the Section 134(5) of Companies Act, 2013 the Board hereby submits its responsibility statement. The company prepares its financial statement in accordance with GAAP.

a. In preparation of annual accounts, the applicable accounting standards have 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 at the end of the financial year and of the profit and loss of the company for that period.

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; and

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.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Insurance

All the properties of the company have been adequately insured.

15. Subsidiary

The Company has no Subsidiaries/Associates or Joint Venture Companies during the period under review. As such the requirement for submission of report on the performance and the financial position of the Subsidiary/Associate/Joint venture Companies is not applicable to the Company.

16. Board Committees

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

17. Meetings of the Board and Committees

Nine (9) Meetings of the Board of Directors were held during the year. For further details on the meetings of Board and committees and the attendance of directors/ members, please refer report on Corporate Governance of this Annual Report.

Separate Meeting of Independent Directors

A separate meeting of Independent directors of the Company was held on 10.02.2016 in accordance with the provisions of clause vii of the schedule iv of the Companies Act, 2013

Performance Evaluation of the Board

In accordance with the provision of regulations 17(10) of the SEBI (Listing obligations and Disclosure Requirements), 2015 and schedule iv of the Companies Act, 2013, evaluation of performance of Independent Directors by the Non-Independent Directors and review of the performance of Non Independent Directors and the Board as a whole by the Independent Directors was made during the financial year under report. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

18. Directors and Key Managerial Persons (KMP)

a) Directors Retiring by Rotation:

Pursuant to provisions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company Mr. Lalit Kumar Gandhi, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re appointment. The Board of Directors recommends his re appointment.

b) Independent Directors:

In terms of the definition of ''Independence'' of Directors as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section149(6) of the Companies Act, 2013 Mr. Sandeep Shah and Mrs. Nirzari Shah and Mr. Ashok Kavdia are the Non Executive Independent Directors on the Board of the Company. None of the Independent Directors are liable for rotation and due for re appointment. The Independent Directors have given declarations confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange read with SEBI(Listing obligation and disclosure requirement), 2015.

c) Woman Director:

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company had appointed Ms. Nisha Makwana as Director on the Board of the Company on 16th September, 2014.

Ms. Nisha Makwana has resigned from the position of Director of the company w.e.f. 6th August, 2016 and Mrs. Nirzari Shah has been designated as woman director of the Company w.e.f. 6th August, 2016.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of the Companies Act, 2013.

d) Appointment of Directors:

During the financial year 2015-16 Mrs. Nirzari Shah was appointed as Non - Executive Independent Director by the Board of Directors of the Company in their meeting held on 16th July, 2015.

Mr. Ashok Kavdia was appointed as Additional Independent Director by the Board of Directors in their meeting held on 6th August, 2016.

Appropriate resolutions for the appointment/re-appointment of the Directors are being placed for approval of the members at the Annual General Meeting. Your Directors recommend the appointment of Mr. Ashok Kavdia as Independent Director to hold office up to 5 (five) consecutive years up to 6th August, 2021 at the ensuing Annual General Meeting.

e) Resignation of Directors

There were no resignations of Directors during the financial year 2015-16. Ms. Nisha Makwana resigned from the position of Executive Director and CFO of the company w.e.f. _6th August, 2016_

f) Key Managerial Persons (KMP)

Pursuant to provisions of section 203 of the Companies Act, 2013, Mrs. Preeti Milan Shah was appointed as the Company secretary cum compliance officer of the Company w.e.f. 16th October, 2015.

Mrs. Preeti Milan Shah has resigned from the position of company secretary of the company on 9th April, 2016 and Mr. Shail N Shah was appointed as Company Secretary cum compliance officer of the company w.e.f. 9th April, 2016.

Mrs. Mamta S Patel has been appointed as Chief Financial Officer of the Company w. e. f. 6th August, 2016 in place of Ms. Nisha Makwana.

19. Remuneration Policy

The Company follows a policy on remuneration of directors and senior management employees. The policy has been approved by the Nomination & Remuneration Committee and the Board of Directors. More details have been given in Corporate Governance report.

20. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and as per SEBI(Listing obligation and disclosure requirement)2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and the reviews performed by Top Management team and the Audit Committee, your Directors are of the opinion that your Company''s Internal Financial Controls were adequate and effective during the financial year 2015-16. Further the statutory auditors of your company has also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act 2013) for the financial year ended March 31, 2016, which forms part to the Statutory Auditors report.

22. Internal Auditors

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed there under, your company has re- appointed M/S Gandhi & Gandhi, a firm of Practicing Chartered Accountants as Internal Auditors of the Company in the Board meeting held on 6th August, 2016 to conduct the internal audit of the functions and activities of the company for the financial year 2016-17.

23. Statutory Auditors

M/s Vidya & Co. Chartered Accountants, Ahmadabad were appointed as Statutory Auditors of the Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report

The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

Adverse/Qualification Remarks:

i. No Liability in respect of present future liability of gratuity has been ascertained and provided in the accounts (Previous year- not ascertained and provided for). This is in contravention with the Accounting Standard-15 issued by the ICAI, in respect of accounting for retirement benefits.

Directors reply

The Company has accounted for Gratuity liability as and when paid in books of account. However considering the remarks of the Auditor''s on the same, the Company has proceeded to value the gratuity liability as per actuarial valuation form the Financial Year 2016-17

ii. The companies have not received information''s from the suppliers regarding their status under the Micro, small and Medium Enterprises Development Act, 2006. Hence, disclosure, if any relating to amount unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said act, have not been made.

Directors reply

The Company has sought information from the supplier regarding their status under MSME Act, 2006 for which no written reply has been received for the year

iii. Investment of the company has been considered by the management to be of long-term nature and hence they are valued at cost of acquisition. In respect of quoted investments where the market value is lower than the acquisition cost, no provision is made for diminution in the value of such investments, since in the opinion of the board it is a temporary phenomenon and no provision is necessary.

Directors reply

Above statement is self explanatory and board has taken note of the same.

iv. Due to change in estimation depreciation for the year 2015-16 has decreased by Rs. 305.16/- Lakhs.

Directors reply

Reason for such decrease in depreciation is because of estimated life of Trucks have been revised from eight years to ten years.

24. Secretarial Auditor

Pursuant to the provisions of section 204 of Companies Act, 2013 Ms. Anamika, Jajoo Practicing Company Secretary was appointed as the Secretarial auditor by the Board of Directors in their meeting on 9th April, 2016 to conduct the secretarial audit of the company for the financial year 2015-16.The Report of the secretarial audit for the year ended 31st March, 2016 is annexed herewith and forming part of the annual report.

25. Particulars of Employees

Pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there was no employee, who, if employed:

i. Throughout the financial year was in receipt of remuneration for the year which, in the aggregate, was not less than one Crore two lakhs rupees.

ii. For a part of the financial year, was in receipt of remuneration for any part of the year, at a rate which, in the aggregate, was not less than eight lakh fifty thousand per month.

iii. Throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

In view of above, the Company is not required to submit the statement containing details as required under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has been employing women employees in various cadres. A policy of the the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has also been laid and circulated to every female employee of the Company so as to inform them about the redressal mechanism available to them in the cases of such harassment. Your Directors state that during the year under review, there were no cases filed or compliant received from any employee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

27. Extracts of Annual Return

The Extract of Annual Return in form MGT-9 as per section 92(3) of Companies Act, 2013 duly certified by Practicing Company Secretary is annexed hereto and forms the part of this report.

28. Corporate Governance

The Company has been observing the best corporate governance practices and benchmarking itself against each such practice on an ongoing basis. A separate section on Corporate Governance as per the Listing Agreement is annexed to the Directors Report and a Certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges and as per schedule v of SEBI (Listing obligation and disclosure requirements) 2015 forms part of this Annual Report

29. Management Discussion and Analysis

A detailed chapter on Management Discussion and Analysis as per Clause - 49 of the Listing Agreement and as per SEBI (Listing obligation and Disclosure Requirement), 2015 forming part of the Directors'' Report is included in this Annual Report.

30. Particulars Regarding Conservation of Energy/Technology Absorption/Foreign Exchange Earnings & Outgo

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of energy and technology absorption and foreign exchange earnings and outgo, are not applicable to the Company as the company is neither involved in any manufacturing, processing activities nor any of its transactions involve foreign exchange earnings and outgo. Particulars required to be furnished by the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules,

31. Material changes and commitments affecting the financial position of the company

There are no material changes and commitments, affecting the financial position of the Company which have been occurred between the end of the financial year i.e. 31st March, 2016 and the date of the signing of directors report i.e 1st September, 2016. Further no significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company /or the Company''s operation in future.

32. Vigil Mechanism/Whistle Blower Mechanism

The Company, pursuant to section 177 of Companies Act, 2013 read along with the rules made there under and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and Employees to report concerns about has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company''s website

33. Risk Management

During the year, the Audit Committee evaluated the Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring. The Audit Committee evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

34. Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into uniform Listing Agreement with BSE Limited during February, 2016.

35. Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. The key policies that have been adopted by us as follows:

a. Archival policy

b. Policy on preservation of documents

c. Policy on disclosure of material events and information

d. Whistle bowler and vigil mechanism policy

e. Insider trading policy

f. Related party transactions policy

g. Risk management policy

h. Policy on corporate social responsibility (in process )

36. Award and Certificate of Recognition

Chartered Logistics Limited received an award for exceptional contribution to the MSME sector in Logistic Services by Quality Mark Trust. A certificate of recognition and winning award was given by Saadhvi Niranjan Jyoti Ji, Hon''ble Union Minister of State for Food Processing, Mr. Madhur Bhandarkar, Hollywood Producer & Director, Mr. Amit Doshi, COO of Divya Bhaskar at YMCA International Centre, Ahmadabad on Friday, 27th May, 2016.

37. Green Initiative

As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies of the Annual Report 2016 and Notice of the 21st AGM are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2016 and the Notice of the 21st AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

38. Acknowledgement

Your Directors thank their customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity cooperation and support. We also thank the Government of India, particularly the Ministry of Corporate Affairs, the Income Tax Department and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of Board of Directors

SD/-

Place: Ahmedabad Lalit Kumar Gandhi

Date: 01.09.2016 (Managing Director)

DIN: 00618427


Mar 31, 2014

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts of the Company for the year ended on 31ST March, 2014.

1. FINANCIAL RESULTS:

The Financial results for the year ended 31ST March, 2014 are summarized as under:

(Rs. in lakhs)

31/03/2014 31/03/2013

Total Income 16393.43 25269.23

Profit (Loss) before Interest, depreciation and taxes 1352.64 2825.73

Less : Interest & Finance Charges 1168.86 1258.66

Less : Depreciation 1092.86 1140.16

Profit Before Tax (909.08) 426.91

Less : Payment/ Provision for Tax and Others 0.00 82.44

Less: Deferred Tax Credit -85.45 2.83

Add: Mat credit entitlement 0.00 (59.75)

Profit (Loss) After Tax (823.63) 281.89

Excess/(Short) Provision of earlier year 0.00 0.00

Net Profit (823.63) 281.89

2. DIVIDEND

The Company has incurred substantial loss in operations during the year due to which the Board of Directors do not recommend any dividend for the year 2013-14.

3. OPERATIONS

Your company''s operational and financial performance has declined during the financial year 2013- 14 as compared to previous year due to economy slowdown resulting decrease in sales, and other circumstances beyond the control of the company. During the year company has reported total income of Rs. 16393.43 Lakhs against total income of Rs. 25269.23 lakhs in the previous year. Profit before tax (PBT) has been reported at Rs. (909.08) lakhs in the current year as against Profit before tax (PBT) of Rs. 426.91 lakhs .in the previous year. The net profit after tax for the current year 2013-14 is (823.63) lakhs as compared to 281.89 lakhs in the previous year.

4. BUSINESS STRATEGY

We have introduced a number of strategic initiatives during the year to spur overall growth and productivity in the Company. The following are some of the broad areas covered by these initiatives:

· Cost optimization: A series of measures have been initiated to yield high levels of cost optimization. These include focusing on location Optimization, deploying people in the right jobs and eliminating unnecessary costs.

· Enhancing sales productivity: We are focusing on reinvigorating our sales teams and enabling them with better systems, training and processes. We have made all branches of the company online located at the various locations of the country. This help us in getting the MIS Report daily from all branches which enable us to focus and improving the sales productivity of all branches thereby winning large revenue for the company

· Improving Service effectiveness: Our delivery services have always been of a high order, and we want to re-focus on strengthening it further.

5. FUTURE OUTLOOK

Your company is striving hard and is confident of growth prospects going forward. The steps which are being taken by the government for developing infrastructure for logistics and the increasing demand and importance of logistic services will also help the company in achieving its business goals which will not only increase our profit margins but also will enhance the value for our stakeholders.

6. STOCK EXCHANGES:

The company''s shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 2013-2014.

7. DIRECTORS:

As per the provisions of the Companies Act, 2013 Mr. Lalit Kumar Gandhi will retire in the ensuing AGM and offers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to 5 consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall be eligible for more than 2 consecutive term of five years and any tenure of an independent director on the date of commencement of this act (effective April 1,2014) shall not be counted as a term under the above provisions. Sub section (13) states that the provisions of retirement by rotation as defined in sub section (6) and (7) of section 152 of the act shall not apply to such independent directors.

Our Non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956.The Board of directors has been advised that our non-executive independent directors would continue to serve the term pursuant to which they were appointed. Therefore, Mr.Mohib Nominbhai Khericha and Mr. Ajaybhai Chinubhai Shah the non-executive independent directors of the company who retires at the ensuing AGM and being eligible offers themselves for re-appointment be considered by the shareholders for re- appointment for a term of up to 5 consecutive years.

Mr. Sandeep Motilal Shah Non-executive independent director who do not complete his term at the ensuing AGM, will continue to hold office till the expiry of his term and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act,2013

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that:

1. The financial statements are prepared in accordance with the Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 2013 (to the extent notified), the Companies Act, 1956 (to the extent applicable), and guidelines issued by SEBI. There are no material departures from prescribed accounting standards in the adoption of these standards.

2. The Board of Directors accepts responsibility for the integrity and objectivity of these financial statements. The accounting policies used in the preparation of financial statements have been consistently applied except as otherwise stated in the notes accompanying the respective tables. The estimates and judgments related to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs and profits for the year.;

3. The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

5. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating efficiently.

6. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

9. FIXED DEPOSITS:

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

10. INSURANCE:

All the properties of the company have been adequately insured.

11. SUBSIDIARY:

The company has no subsidiary company.

12. MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Clause 49 of the Listing Agreement, the Management''s discussion and analysis is set out in this Annual Report.

13. CORPORATE GOVERNANCE REPORT

In terms of the provisions of Clause 49 of the Listing Agreement, the Report on Corporate Governance is set out in this Annual Report.

14. PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

15. PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975:

The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956.

16. AUDITORS AND AUDITORS'' REPORT:

The auditors M/S Vidya & Co. Chartered Accountants, Ahmedabad retires at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

17. CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013, all companies having net worth of Rs.500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year will be required to constitute a corporate social responsibility (CSR) committee of the Board of Directors and spend at least 2% of its average profits of immediately 3 preceding years on such policy every year.

The provisions of corporate social Responsibility are not applicable on the company and we are not required to constitute the corporate social responsibility (CSR) committee.

18. GREEN INITIATIVES

As per the Green initiative of Ministry of Corporate affairs (MCA) Electronic copies of the Annual Report 2014 and Notice of the 19th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 19th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

19. ACKNOWLEDGEMENTS

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity; cooperation and support We also thank the Government of India, particularly the Ministry of Corporate Affairs, the Income Tax Department and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of Board of Directors

Sd/-

Place: Ahmedabad Lalit Kumar Gandhi

Date : May 30, 2014 (Managing Director)


Mar 31, 2013

To, The Shareholders of Chartered Logistics Limited

The Directors are pleased to present the 18th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

The Financial results for the year ended 31st March, 2013 are summarized as under:

(Rs. in lakhs)

31/33/2013 31/03/2012

Total Income 25269.23 25737.70

Profit (Loss) before Interest, depreciation and taxes 2825.73 3290.12

Less: Interest & Finance Charges 1258.66 1033.92

Less: Depreciation 1140.16 1123.53

Profit Before Tax 426.91 1132.67

Less : Payment/ Provision for Tax and Others 82.44 527.17

Less: Deferred Tax Credit 2.83 94.77

Add: Mat credit entitlement (59.75) 62.99

Profit (Loss) After Tax 281.89 573.72

Excess/(Short) Provision of earlier year 0.00 0.00

Net Profit 281.89 573.72

2. DIVIDEND

Considering the decline in profit the Board of Directors do not recommend any dividend for the year 2012-13.

3. OPERATIONS

Your company''s operational and financial performance has declined during the financial year 2012- 13 as compared to previous year due to increase of diesel price, other operating cost on our fleet, outsource transportation contract rate Jncrease in interest and financial charges and other circum- stances beyond the control of the company..During the year company has reported total income of Rs. 25269.23 Lakhs against total income of Rs. 25737.70 lakhs in the previous year Profit before tax (PBT) has been reported at Rs.426.91 lakhs in the current year as against Profit before tax (PBT) of Rs 1132.67 lakhs .in the previous year The net profit after tax for the current year 2012-13 is 281.89 lakhs.

4. FUTURE OUTLOOK

Your company is striving hard and is confident of growth prospects going forward The steps which are being taken by the government for developing infrastructure for logistics and the increasing demand and importance of logistic services will also help the company in achieving its business goals which will not only increase our profit margins but also will enhance the value for our stake- holders.

5 STOCK EXCHANGES:

The company''s shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 2012-2013.

6 DIRECTORS:

During the year Mr. Kishore Kumar Gandhi has resigned dated 31st August, 2012 from the office of Director due to pre-occupation. The Board records its sincere appreciation of the valuable services rendered by Mr. Kishore Kumar Gandhi to the Board and the management of the Company during his tenure.

Ms. Nisha Makwana resigned from the position of WholeTime Director of the company w.e.f. 30th April, 2013. The Board records its sincere appreciation of the valuable services rendered by her to the Board and the management of the Company during her tenure.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company Mr. Sandeep M Shah and Mr. Harsh Gandhi retires by rotation and being eligible, offers themselves for re-appointment.

7 DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate ac- counting records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for prevent- ing and detecting frauds and other irregularities;

4. The Directors have prepared the Annual Accounts on a going concern basis.

8. DEPOSITS:

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

9. INSURANCE:

All the properties of the company have been adequately insured.

10. SUBSIDIARY:

The company has no subsidiary company.

11. PARTICULARS REQUIREDTO BE FURNISHED BYTHE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The Company has no activities relating to conservation of energy or technology absorption There has been no foreign exchange earning or outgo during the year under review.

12. PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975:

The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956.

13. AUDITORS AND AUDITORS'' REPORT:

The Board recommends to re-appoint M/s Vidya & Co. Chartered Accountants, Ahmedabad as the statutory Auditors of the Company to hold office of the Auditors of the Company from the date of this Annual General Meeting till the conclusion of the next Annual General Meeting on the remu- neration as may be fixed by the Board the notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

14. ACKNOWLEDGEMENTS:

The Board of Directors sincerely acknowledge the vision given by the Past Chairman and Founder Promoter of the Company, Shri Gyanchand Gandhi, who left for heavenly abode during the year. The sound principles and ethics of business instilled in the company have helped the business to grow and would be the guiding spirit for the future. Equality and human approach is the corner- stone for success in business and the Board strives to implement the same for the benefit of human force in the company.

Your Directors record their appreciation for the valuable services rendered by all the employees of the company, their gratitude to the Bankers and to the Members of the Company for their support.

For and on behalf of Board of Directors

S/d

Place: Ahmedabad Lalit Kumar Gandhi

Date: 30th May, 2013 (Managing Director)


Mar 31, 2012

To The Shareholders of Chartered Logistics Limited

The Directors are pleased to present the 17th Annual Report together with the Audited Accounts of the Company for the year ended on March 31, 2012.

1. FINANCIAL RESULTS

The Financial results for the year ended March 31, 2012 are summarized as under:

(Rs. in lacs)

31/03/2012 31/03/2011

Total Income 25737.70 18467.69

Profit (Loss) before Interest, depreciation and taxes 3290.12 2392.32

Less: Interest & Finance Charges 1033.92 490.41

Less: Depreciation 1123.53 741.47

Profit Before Tax 1132.67 1160.45

Less: Payment/ Provision for Tax and Others 527.17 234.35

Less: Deferred Tax Credit 94.77 185.49

Add: Mat credit entitlement 62.99 43.01

Profit (Loss) After Tax 573.72 783.63

Excess/(Short) Provision of earlier year 0.00 (1.54)

Net Profit 573.72 782.08

2. DIVIDEND

During the year 2011-12 the Board has declared and paid interim dividend twice.

The Board of Directors at its meeting held on July 15, 2011 declared an interim dividend @ Rs. 0.05 (i.e. 5%) per equity share on 99340000 equity shares amounting to Rs. 4967000 for the year 2011-12 and paid to those shareholders who were registered as shareholders / beneficial owners of the company as on record date July 21, 2011.

The Board of Directors at its meeting held on October 15,2011 declared an interim dividend second time for 2011-12 (5)0.10 (i.e. 10%) per equity share on 99340000 equity shares amounting to Rs. 9934000 and paid to those shareholders who were registered as shareholders / beneficial owners of the company as on record date October 24, 2011.

The Board of Directors do not recommend final dividend for the year 2011-12.

3. OPERATIONS

Your company's operational and financial performance has vastly improved during the financial year 2011-12. During the year company has reported total income of Rs. 25737.70 Lacs against total income of Rs. 18467.69 lacs in the previous year. Profit before tax (PBT) has been reported to be 1132.67 lacs in the current year from Profit before tax (PBT) of Rs. 1160.45 lacs in the previous year. The net profit after tax for the current year 2011-12 is Rs. 573.72 lacs, and for the previous year 2010-11 the net profit after tax was Rs. 782.08 lacs.

This year the company has paid income tax demand for earlier assessment years on completion of search by income tax authorities. However the company has filed rectification petition u/s 154 of the Income Tax Act, 1961 and assessment orders are awaited. The operating cost and financial charges have also increased this year

Your directors are very glad to inform you that this year by Business World Magazine, the Company has been ranked amongst top 500 companies in India in terms of promoter's net worth.

We are moving ahead with a well thought and planned strategy. Our success and accomplishments in the journey of our growth have been due to our clear vision, dedicated team, superior performance and execution and strong leadership. Our operational excellence has also helped us in achieving successful milestones and value to our shareholders.

4. FUTURE OUTLOOK

The Company expects that Year 2012-13 and coming years will be the years of our expansion and Growth. The company is planning to expand its fleet of trucks further to make its presence all over India. Besides exploring the opportunities in extending its presence in road logistics, the company is also exploring the business potential in the sea and rail logistics. The company has tied up with Arshiya International Limited (For rail logistics) and Jindal Vector Water Ways Limited (For Bulk Shipping Cargo) which will lead to dynamic presence of the company in all the three segments of transportation via Road, Rail and Sea. Your company is striving hard and is confident of growth prospects going forward. The steps which are being taken by the government for developing infrastructure for logistics and the increasing demand and importance of logistic services will also help the company in achieving its business goals which will not only increase our profit margins but also will enhance the value for our stakeholders.

5. STOCK EXCHANGES

The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 2011-2012. The Company has also applied for the listing of its shares on National Stock Exchange Limited.

6. DIRECTORS

During the year Mr. Jay Prakash Gandhi has resigned with effect from October 15, 2011 from the office of Director due to pre-occupation. The Board sincerely appreciates the valuable services rendered by Mr. Jay Prakash Gandhi to the Board and the management of the Company during his tenure.

Mr. Harsh Lalit Gandhi was appointed as an additional director of the Company with effect from June 23, 2012 under section 260 of the Companies Act 1956. He holds the office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from members under Section 257 of the Companies Act 1956 along with requisite deposit proposing the candidature of Mr. Harsh Lalit Gandhi for the office of Directors.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company Mr. Mohib N. Khericha and Mr. Ajay C. Shah retire by rotation and being eligible, offer themselves for re-appointment.

7. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Directors have prepared the Annual Accounts on a going concern basis.

8. DEPOSITS

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

9. INSURANCE

All the properties of the company have been adequately insured.

10. SUBSIDIARY

The company has no subsidiary company.

11. PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

12. PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975

The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956.

13. AUDITORS AND AUDITOR'S REPORT

M/s Raman M. Jain & Co., Chartered Accountants, Ahmedabad the existing Auditors of the Company, have expressed their unwillingness for re-appointment. The Board in its meeting held on September 03, 2012 proposed the appointment of M/s Vidya & Co. as the statutory auditors of the company. The Company has obtained an eligibility letter from M/s Vidya & Co. in terms of section 224(1B) of the Companies Act, 1956.

Therefore, the Board recommends to appoint M/s Vidya & Co. Chartered Accountants, Ahmedabad as the statutory Auditors of the Company in place of M/s Raman M. Jain & Co., Chartered Accountants, Ahmedabad to hold office of the Auditors of the Company from the date of this Annual General Meeting till the conclusion of the next Annual General Meeting on the remuneration as may be fixed by the Board.

The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

14. ACKNOWLEDGEMENTS

Your Directors record their appreciation for the valuable services rendered by all the employees of the company, their gratitude to the Bankers and to the Members of the Company for their support.

For and on behalf of Board of Directors

Sd/- Place: Ahmedabad Lalit Kumar Gandhi

Date : September 3, 2012 Managing Director


Mar 31, 2011

The Shareholders,

Chartered Logistics Limited

The Directors are pleased to present the 16th Annual Report together with the Audited Accounts of the Company for the year ended March 31st, 2011.

1. FINANCIAL RESULTS

The Financial results for the year ended March 31st, 2011 are summarized as under:

(Rs. in lacs)

31.03.2011 31.03.2010

Total Income 18467.69 12389.03

Profit (Loss) before Interest, depreciation and taxes 2392.32 1188.82

Less : Interest & Finance Charges 490.41 260.04

Less : Depreciation 741.47 324.92

Profit Before Tax 1160.45 603.85

Less : Payment/ Provision for tax 234.35 205.00

Less: Deferred Tax (Credit)/liability 185.49 (1.10)

Add: MAT credit entitlement 43.01 0.00

Profit (Loss) After Tax 783.63 399.96

Excess/(Short) Provision of earlier year (1.54) 2.64

Net Profit 782.08 402.60

2. DIVIDEND AND RESERVE

The Board of Directors at its meeting held on November 5, 2010 declared an interim dividend @ 0.10 Re. (i.e. 10%) per equity share for the year ended March 31, 2011. No final dividend has been recommended by the Board.

The company proposes to transfer Rs. 78.21 lacs to General Reserve out of the amount available for appropriation.

3. OPERATION

During the year company has reported Total Income of Rs. 18467.69 Lacs as against Rs. 12389.03 Lacs in the previous year and Net Profit of Rs. 782.08 lacs as against Net Profit of Rs. 402.60 lacs in the previous year.

4. FUTURE OUTLLOK

The Company expects that market condition will improve in the coming year and perform reasonably well.

5. STOCK EXCHANGES

The company's shares are listed on Bombay Stock Exchange Limited (BSE) the company has paid necessary listing fees for the year 20110-2011.Also the Company is considering listing at National Stock Exchange(NSE) shortly.

6. INCREASE IN AUTHORISED SHARE CAPITAL AND SPLITTING OF SHARES

During the year Company increased its authorized share Capital from Rs. 6,00,00,000/-(six crore) to Rs. 25,00,00,000/- (twenty five crore) vide special resolution passed through postal ballot conducted as per section 192A of the Companies Act 1956 read with the Companies (passing of resolution by Postal Ballot) Rules,2001 of which result declared on 11th Day of December,2010.

During the year shares of the company splitted from 1 equity share of Rs. 10/- each into 10 equity shares of Re. 1/- each. Presently the face value of the equity share of the company is Re. 1/- per share.

7. BONUS SHARES ISSUED

The Company issued 4,96,70,000 Bonus shares for Rs. 1/- per share in the proportion of 1 (one) new Equity share for every 1 (one) existing Equity Share held by Shareholders as on 27/12/2010, thereby increasing the Paid-up Capital of the Company to Rs.9,93,40,000/- ; vide special resolution passed through postal ballot conducted as per section 192A of the Companies Act 1956 read with the Companies (passing of resolution by Postal Ballot) Rules,2001 of which result declared on 11th Day of December,2010.

8. DIRECTORS

During the year Mr. Mangilal Bohra has resigned from the office of Director due to pre-occupation. The Board records its sincere appreciation of the valuable services rendered by Mr. Mangilal Bohra to the Board and the management of the Company during his tenure.

Mr. Jay Prakash Gandhi was appointed as an additional director of the Company with effect from 05/11/2010 under section 260 of the Companies Act 1956. He holds the office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from members under Section 257 of the Companies Act 1956 alongwith requisite deposit proposing the candidature of Mr. Jay Prakash Gandhi for the office of Directors.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company Mr. Lalit kumar Gandhi, Ms. Nisha Makwana and Mr. Sandeep Shah retires by rotation and being eligible, offers themselves for re-appointment.

9. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Directors have prepared the Annual Accounts on going concern basis.

12. DEPOSITS

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

13. PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

14. PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975

The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956.

15. AUDITORS AND AUDITORS' REPORT

M/s Raman M Jain & Co., Chartered Accountants, retires as auditors of the company at the ensuing Annual General Meeting and are eligible for re-appointment.

The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

13. ACKNOWLEDGEMENTS

Your Directors record their appreciation for the valuable services rendered by all the employees of the company, their gratitude to the Banks and to the Members of the Company for their support.

For and on behalf of Board of Directors

Place : Ahmedabad Lalit Kumar Gandhi

Date :August 18th, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the 15th Annual Report together with the Audited Accounts of the Company for the year ended March 31st, 2010.

1. FINANCIAL RESULTS

The Financial results for the year ended March 31st, 2010 are summarized as under:

(Rs. in lacs)

31/03/2010 31/03/2009

Total Income 12389.03 13580.92

Profit (Loss) before Interest, depreciation and taxes 1188.82 895.61

Less : Interest & Finance Charges 260.04 300.90

Less : Depreciation 324.92 338.51

Profit Before Tax 603.85 256.20

Less : Payment/ Provision for tax and FBT 205.00 65.48

Less: Deferred Tax Credit (1.10) 26.16

Profit (Loss) After Tax 399.96 164.56

Excess/(Short) Provision of earlier year 2.64 (6.01)

Net Profit 402.60 158.55



2. DIVIDEND

In view of the results, the Board of Directors is unable to recommend any dividend for the year 2009-2010.

3. OPERATION

During the year company has reported Net Profit of Rs. 402.60 lacs as against Net Profit of Rs. 158.55 lacs in the previous year.

4. FUTURE OUTLLOK

The Company expects that market condition will improve in the coming year and perform rea- sonably well.

5. STOCK EXCHANGES

The companys shares are listed on Bombay Stock Exchange Limited (BSE) & Ahmedabad Stock Exchange Limited the company has paid necessary listing fees for the year 2009-2010.

6. DELISTING OF SHARES FROM AHMEDABAD STOCK EXCHANGE LIMITED

The Companys share is listed on Bombay Stock Exchange Limited (BSE) & Ahmedabad Stock Exchange Limited (ASE). Meeting of the Board of Directors held on 12/08/2010 has decided to Delisting of Securities/shares from Ahmedabad Stock Exchange Limited (ASE). Company has started process for delisting of securities/shares from ahmedabad Stock Exchange limited.

7. SUB-DIVISION OF SHARES

During the year Company has sub-division/split of its share from Rs. 10/- each to Rs. 1/- each. Now Authorised Share Capital of the Company is Rs. 6,00,00,000/- (Six Crore) divided into 6,00,00,000 equity shares of Rs. 1/- each and paid-up share capital is Rs. 4,96,70,000/- divided into 4,96,70,000 equity shares of Rs. 1/- each.

8. CHANGE OF RTA

At present our Registrar & Share Transfer Agent is M/s. Sharepro services (India) Pvt. Ltd. The same has been appointed from 01/03/2010. From 01/04/2009 to 28/02/2010 our RTA was M/ s. Pinnacle Shares Registry Pvt. Ltd. and from 01/03/2010, M/s. Sharepro services India Pvt. Ltd. has been appointed as a RTA.

9. FORFEITURE OF SHARES

During the year Company has forfeited 143300 equity shares of Rs.10/- each.

10. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Mohib N. Khericha, Mr. Kishorekumar Gandhi and Mr. Ajay Shah, retires by rotation and being eligible, offers themselves for re-appointment.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

4. The Directors have prepared the Annual Accounts on a going concern basis.

12. DEPOSITS

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

13. PARTICULARS REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

The Company has no activities relating to conservation of energy or technology absorption. There has been no foreign exchange earning or outgo during the year under review.

14. PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975

The company does not have any employee in the category as specified under Section 217 (2A) of the Companies Act, 1956.

15. AUDITORS AND AUDITORS’ REPORT

M/s Raman M Jain & Co., Chartered Accountants, retires as auditors of the company at the ensuing Annual General Meeting and are eligible for re-appointment.

The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

16. ACKNOWLEDGEMENTS

Your Directors record their appreciation for the valuable services rendered by all the employees of the company, their gratitude to the Banks and to the Members of the Company for their support.

For and on behalf of Board of Directors

Place: Ahmedabad

Lalit Kumar Gandhi Date: September 3, 2010 Chairman & Managing Director

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