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Directors Report of Coastal Roadways Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 47th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2015.

OPERATING RESULTS : 2014-15 2013-14 (Rs. in lacs) (Rs. in lacs)

Freight Earnings 6183.78 5871.01

Net Earnings 54.29 (453.39)

Less : Provision for Taxation 9.86 (51.53)

Surplus from Operations 44.43 (401.86)

Gains from Extra Ordinary Items — 192.31 (net of taxes)

Net Surplus 44.43 (209.55)

Prior Period Adjustments (7.06) (0.89)

Balance brought forward (193.45) 16.99 from previous year

Balance carried forward to (156.08) (193.45) next year

Appropriations:

Transfer to General Reserve — —

Balance carried forward to (156.08) (193.45) next year (156.08) (193.45)

PERFORMANCE :

During the year under review, your Company witnessed a modest recovery in the Indian economy, enabling the road transport industry to signal an uptrend after two years of down cycle. However the continued slowdown in mining and agricultural sector translated into contraction in goods movement across the country which resulted into weakening of freight rates.

Fuel prices remained highly volatile, there was an average increase of about 6% in the first half of the year followed by a steep declining trend of about 21% in just four and a half months till mid-Feb 2015. While the contractual realisations got reduced, the cost of outsourced vehicles did not decrease proportionately due to several factors including increase in other input costs and subdued demand. However due to constant efforts of the management in ensuring effective rotation of the owned fleet, the business volumes have increased by over 5% to Rs.6184lacs in the current year from Rs.5871 lacs in the previous year which coupled with the steep decline in operations costs have resulted into Profit Before Tax of Rs.54 lacs as against huge losses of Rs.453 lacs incurred in the previous financial year.

The introduction of GST will bring in new challenges for the road transportation companies for which your Directors are constantly trying to strengthen your company''s fleet network and its outreach. The setting up of proposed warehousing and logistic projects will become viable once the new regime is implemented. The recent uptrends in the e-commerce supply chain services are also being explored as avenues for future growth options for your company.

DIVIDEND:

In view of the low profitability and in order to plough back profits for covering losses in the preceding financial year and support the ongoing expansion program, the Directors express their inability to recommend any dividend for the year ended 31st March, 2015.

FINANCE AND ACCOUNTS:

The company''s performance during the year reflects the constant focus of the management, which led to savings in both direct and indirect costs. Borrowings from institutional lenders for fleet acquisition were serviced with commitment. The Networth of your company has been recorded at Rs.1287lacs as against Rs.1272lacs in the previous financial year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) 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 that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) 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.

vi) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments and Re-Appointments

Sri Kanhaiya Kumar Todi & Sri Udit Todi retire from the board by rotation at conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Smt. ShikhaTodi was appointed as Additional Director (Non Executive and Non Independent) on the Board with effect from March 30, 2015 and will hold office till the date of ensuing Annual General Meeting. We seek your confirmation for her appointment as Non Executive Non Independent Director, liable to retire by rotation.

Declaration from Independent Directors

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and the Listing Agreement and that there is no change in their status of Independence.

Appointment of Key Managerial Personnel

At the Board Meeting held on May 22, 2014, Sri Kanhaiya Kumar Todi, Chairman, Managing Director and Chief Executive Officer and Sri Udit Todi, Whole Time Director and Chief Financial Officer were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further at the board meeting held on March 30, 2015, Ms.Sneha Jain, ACS was appointed as Company Secretary and Compliance Officer and also designated as "Key Managerial Personnel" of the Company.

Remuneration & Selection Policies

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is annexed to this Report as Annexure - A.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/ evaluated the Boards'' performance, Performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report, which is annexed to this Report as Annexure -A.

CORPORATE GOVERNANCE:

The compliance with provisions of Clause 49 of the Listing Agreement with Stock Exchanges are non-mandatory for your company for the time being as per SEBI''s circular no CIR/CFD/POLICY CELL/2/2014 dated 1 st October 2014.The Board remains committed to maintain the highest standards of Corporate Governance and has implemented several good practices as prevalent in the industry. Corporate Governance Report and Management Analysis and Discussion Report pursuant to Clause 49 of the Listing Agreement with Stock Exchanges are provided in separate annexures to this report as Annexure - A and B respectively.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

RISK MANAGEMENT:

Your Company laid down procedures to inform Board members about risk assessment and minimization and has implemented the Risk Management plan and continuously monitors it.

Details of Risk Management by the Company have been provided in the Management Discussion and Analysis Report which is annexed to this Report as Annexure - B.

The Company also has constituted a Risk Management Committee (Non-Mandatory) which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

A Risk Management status report is provided to the Audit Committee for its information on a regular basis.

AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

At the Annual General Meeting held on August 5th 2014, M/s. Agarwal Maheswari & Co, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Maheswari & Co, Chartered Accountants, as statutory auditors of the Company, is placed for rectification by the shareholders. In this regard, the Company has received a certificate from the 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.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The observation of Auditors with respect to non-provision of gratuity has been explained in details in Note 23 on financial statements.

Secretarial Auditor:

Sri Debasish Mukhopadhyay, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 is annexed herewith as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed Sri Debasish Mukhopadhyay, Practicing Company Secretary, as Secretarial auditor of the Company for the financial year 2015-16.

DISCLOSURES:

Audit Committee:

The Audit Committee comprises of Independent Directors namely Sri Dipak Dey (Chairman), Sri Om Prakash Kanoria and Sri Beni Gopal Daga as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Whistle and Ethics Officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website.

Meetings of the Board:

Five meetings of the board of Directors were held during the year. For further details, please refer the Report on Corporate Governance annexed to this Report as Annexure - A.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013, are provided in Annexure - D to this Report.

Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as Annexure - E to this report.

Particulars of Loans, Guarantee and Investments:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

Particulars of Contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013:

All related party transactions that were entered into during the financial year were on arm''s length basis and were inthe ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The names of the Company which have become or ceased to be its subsidiary, joint ventures or associate company during the year:

The proposed logistic hub on NH-6 near Kolkata has been abandoned due to litigation issues in the land offered by one of the proposed joint venture partner Todi Services Ltd and the entire contribution received from the said company for setting up of the joint venture has been returned to them during the year.

Particulars of Employees and Related Disclosures:

There are no employees drawing remuneration in excess of limits set out in Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - F to this report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on the these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the company under any scheme.

4. The company does not have any subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors also state that during the year under review, there were no complaints pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that there have been no material changes and commitments affecting the financial position of the company between the end of the financial year under review and the date of this report.

ACKNOWLEDGMENTS:

The Board wishes to place on record their appreciation towards the contributions made by all employees of the company and their gratitude to the Company''s valued customers, bankers, vendors, and shareholders who have reposed trust and extended their constant support to the company.

On behalf of the Board of Directors

Place: Kolkata (K. K. Todi) Date : the 27th day of May, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 46th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2014.

OPERATING RESULTS :

2013-14 2012-13 (? in Lacs) (? in Lacs)

Freight Earnings 5871.01 8284.79

Net Earnings (453.39) 21.84

Less: Provision for Taxation (51.53) 4.89

Surplus from Operations (401.86) 16.95

Gains from extraordinary items (net of taxes) 192.31 -

Net Surplus 209.55 16.95

Prior Period Adjustments (0.89) 0.41

Balance brought forward from previous year 16.99 14.63

(193.45) 31.99

Appropriations:

Transfer to General Reserve - 15.00

Proposed Dividend & Tax thereon -

Balance carried forward to next year (193.45) 16.99

(193.45) 31.99

PERFORMANCE :

The Indian economy performed poorly in the last fiscal. Faced with economic turbulence abroad and an unsupportive policy environment at home, industrial activity slowed steadily through the year, critical infrastructure projects stalled and private corporate investments lost much of their dynamism. Food prices shot up, keeping inflation and interest rates high through most of the year, while rural incomes lost momentum. Consumer demand, as a result, slowed sharply, impacting business performance and profitability across the board. The year saw steep currency depreciation in an environment where industrial activity remained in contraction mode, consumer demand continued to weaken, while lackluster capital goods production pointed to stalled investment demand.

The continued weak industrial demand coupled with supply of excess vehicles from underperforming sectors especially mining had grossly distorted equilibrium of demand and supply of vehicles leading to heavy undeployment and resultant decline in freight rates also pulled down realizations very steeply. Due to high inflation environment all input costs witnessed steep increases, HSD prices increased over 14%, third party insurance premiums recorded new highs, introduction of new toll booths and manifold increase in existing ones, collectively pushed the cost of operations. Socio-political disturbances in several states especially Andhra Pradesh, Lower parts of Assam and terrifying conditions of NH-34 connecting to North East, shut down of several bridges in Bihar resulted into vehicles getting stranded for days thereby reducing the turn arounds and fleet utilization. The collective impact was a unprecedented fall in turnover which was recorded at ? 5871 lacs as against ? 8285 lacs in the previous fiscal and the net losses during the year under review amounted to ? 210 Lacs as compared to the net surplus of ? 17 Lacs in the previous year.

Your Company is relentlessly putting all its efforts to reduce the cost and improve the operating margins and is optimistic about the future considering the past track record of your company and the anticipated political stability. With the new Union Government having thrust on infrastructure development it is likely that the logistic sector will revive very soon and your company certainly envisages opportunities of diversification into Warehousing, Logistic hubs and 3PL services which will open new avenues for changed and improved transportation service system in the time to come and will enhance ''the company''s earning abilities on long term basis.

DIVIDEND :

In view of the current losses, the Directors express their inability to recommend any dividend for the year ended 31st March, 2014.

FINANCE AND ACCOUNTS :

The year witnessed a remarkable slow down in realization cycles. Borrowings from institutional lenders for fleet acquisition were serviced with commitment. The Networth of your company has been recorded at ?1272 lacs as against ?1482 lacs in the previous financial year.

DEPOSIT :

No Public Deposits were invited or accepted during the year under report.

AUDITORS :

M/s. Agarwal Maheswari & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT :

The report of the Auditors is self-explanatory and does not call for any further comments from the Directors.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE 1988

A. Conservation of Energy :

The Company''s operation involve no energy consumption.

B. Form of Disclosure of particulars wrt absorption of Technology and Development of R&D:

i) Research and Development - The Company do not have any R&D Division and Company''s Operations do not require this type of establishment.

ii) Technology absorption, adoption and innovation - The Company has not imported any technology due to its nature of operation.

DIRECTORS :

Sri Ashok Kumar Todi and Sri Sushil Kumar Todi retire from the board by /otation at conclusion of the ensuing Annual General Meeting and being eligible offer inemselves for re-appointment.

In view of the recent amendments in the Clause 49 of the Listing Agreement & requirement of Companies Act, 2013 with regard to appointment and term of independent directors, all the existing non-executive independent directors i.e. Sri Om Prakash Kanoria, Sri Beni Gopal Daga and Sri Dipak Dey being eligible offer themselves for re-appointment as Independent Directors at the ensuing Annual General Meeting.

The Board of Directors of the Company is of the view that in the context of various new requirements as prescribed by Companies Act, 2013 and relevant rules framed thereunder, it would be appropriate that the present terms of the existing whole time directors including Managing Director be concluded at the ensuing Annual General Meeting and that they may be re-appointed by the members at the said Annual General Meeting in accordance with the new provisions of the law. The concerned directors i.e. Sri Kanhaiya Kumar Todi, Sri Udit Todi, Sri Sushil Kumar Todi & Sri Ashok Kumar Todi have consented for the same.

Information on the Directors'' eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of Directors under item Nos. 5 to 11 forming part of Notice dated 22nd May 2014.

PERSONNEL :

The true index to a Company''s success is not only its turnover and quantum of profits but its valuable human resource. The Directors sincerely thank the employees at all levels for their dedicated services and co-operation which enabled the Company to perform satisfactorily. There are no employees drawing remuneration of ? 5,00,000/- a month or
DIRECTORS'' RESPONSIBILITY STATEMENT :

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) 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 that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

Corporate Governance Report and Management Analysis and Discussion Report pursuant to Clause 49 of the Listing Agreement with Stock Exchanges are provided in separate annexures to this report.

ACKNOWLEDGMENTS :

The Board wishes to place on record their appreciation towards the contributions made by all employees of the company and their gratitude to the Company''s valued customers, bankers, vendors, and shareholders who have reposed trust and extended their constant support to the company.

On behalf of the Board of Directors

Place : Kolkata ( K. K. Todi)

Date : The 22nd day of May, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the 45th Annual Report together with the Audited statement of Accounts for the year ended 31 st March, 2013.

OPERATING RESULTS

2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Freight Earnings 8284.79 9174.92

Net Earnings / 21.84 136.92

Provision for Taxation 4.89 38.16

Net Surplus 16.95 98.76

Prior Period Adjustments 0.41 (3.51)

Balance brought forward from previous year 14.63 13.75

31.99 109.00

Appropriations:

Transfer to General Reserve 15.00 51.00

Proposed Dividend& Tax thereon 43.37

Balance carried forward to next year 16.99 14.63

31.99 109.00

PERFORMANCE :

The Indian Economy is currently going through a challenging phase as GDP growth slowed down to nearly a decade low of around 5%. Weak industrial demand, particularly from the manufacturing and construction sectors along with policy logjams adversely affecting the mining sector hampered the overall growth of the transportation sector. The supply of excess vehicles from the underperforming sectors had a major impact on v supply demand equilibrium and freight rates. Unprecedented hikes in dtesel prices by 19.54% on YoY basis had continued effect on costs and margins which could not be fully passed on to the customers in such stiff and competitive environment. Persistent efforts were made to optimize the asset re-deployment and abandonment policy for loss making lanes was applied to minimize the mounting deficits, The Freight Earnings were recorded at Rs.8285 lacs as against Rs.9175 lacs in the previous fiscal. Despite increasing cost pressures and lower business volumes, pro-active margin management strategy helped your company to record positive PBT of T22 lacs.

Overall economic uncertainty reflected by declining GDP and IIP index results demonstrate real reductions in logistic industry activity. Domestic consumption has slowed and corresponding decline in production has meant a decline in real tonnage bandied across the logistic industry. Your Directors anticipate that tough times are here to stay for some more time owing to subdued economic growth and uncertainty over fuel prices. The organized sector of the Indian Logistics is industry currently estimated at 6% of total direct spends as the industry is-still dominated by small marginal players. The anticipated structural changes to the operation of the industry are expected from introduction of GST and FDI in multi-brand retail will primarily benefit larger organized players with a pan-India presence. In alignment with the future growth prospects and to compete in the new environment your company had already initiated the process of strategic alliance and has entered into long term joint ventures agreements for developing new warehouses, transshipment hubs and logistic parks which will open a new avenue for a changed and improved transportation service system in the time to come.

DIVIDEND :

In order to plough back profits for ongoing expansion program and because of low profitability, the Directors express their inability to recommend any dividend for the year ended 31st March, 2013.

FINANCE AND ACCOUNTS :

The year witnessed a remarkable slow down in realization cycles. Borrowings from institutional lenders for fleet acquisition were serviced with commitment. The Networth of your company has improved marginally to 71482 lacs as against 71465 lacs in the previous financial year.

DEPOSIT :

No Public Deposits were invited or accepted during the year under report.

AUDITORS :

M/s. Agarwal Maheswari & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and is eligible for re-appointment.

AUDITORS REPORT :

The report of the Auditors is self-explanatory and does not call for1 any further comments from the Directors.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE 1988

A. Conservation of Energy :

The Company''s operation involve no energy consumption.

B. Form of Disclosure of particulars wrt absorption of Technology and Development of R & D:

i) Research and Development - The Company do not have any R&D Division and Company''s Operations do not require this type of establishment.

ii) Technology absorption, adoption and innovation - The Company has not imported any technology due to its nature of operation.

DIRECTORS :

Sri Sushil Kumar Todi and Sri Beni Gopal Daga retire from the board by rotation at conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Sri Ravi AgarwaUa resigned from the Board wef 12.02.2013. Your Directors wish to place on record their sincere appreciation and gratitude for the guidance and advice received from him during his tenure as Director of the company.

Information on the Directors'' eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of Directors under item Nos. 2 and 3 forming part of Notice dated 22nd May 2013.

PERSONNEL :

The true index to a Company''s success is not only its turnover and quantum of profits but its valuable human resource. The Directors sincerely thank the employees at all levels for their dedicated services and co- operation which enabled the Company to perform satisfactorily. There are no employees drawing remuneration of Rs.5,00,000/- a month or ^O.OO.OOO/- a year and therefore no particulars in terms of Section 217 (2A) of the Companies Act, 1956 are attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Statement undersub-section (2AA)of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) 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 that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance i with the provisions of the Act for safeguarding die assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

Corporate Governance Report and Management Analysis and Discussion Report pursuant to Clause 49 of the Listing Agreement with Stock Exchanges are provided in separate annexures to this report.

ACKNOWLEDGMENTS :

The Board wishes to place on record their appreciation towards the contributions made by all employees of the company and their gratitude to the Company''s valued customers, bankers, vendors, and shareholders who "~" have reposed trust and extended their constant support to the company.

On behalf of the Board of Directors

Place : Kolkata (K.K.Todi)

Date ; the 22nd day of May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 44th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012

OPERATING RESULTS 2011-2012 2010-2011 (Rs. In Lacs) (Rs. In Lacs)

Freight Earnings 9174.92 8854.32

Net Earnings from operations 136.92 122.16

Provision for Taxation 38.16 33.66

Net Surplus 98.76 88.50

Prior Period Adjustments (3.51) (1.56)

Gains from extraordinary items (net of taxes) - 202.12

Balance brought forward from previous year 13.75 13.06

109.00 302.12

Appropriations :

Transfer to General Reserve 51.00 245.57

Proposed Dividend & Tax thereon 43.37 43.37

Balance carried forward to next year 14.63 13.75

109.00 302.12

PERFORMANCE :

The year under review was a challenging year with unprecedented economic uncertainty in Europe, geopolitical upheaval in the Middle East and slowing down the economic growth across Asia. Our economy had tight liquidity and high interest rates to contain rising inflation and this coupled with unstable political environment had a profound impact on demand and resulted into industrial sluggishness.

Even under these tough times, your company had its Freight Earnings at Rs. 9175 lacs as against Rs. 8854 lacs thereby recording a marginal growth of about 4% in business. As as result of constant efforts to reduce costs and optimize operational efficiencies the Profit before Tax was recorded with a 12% increase at Rs. 137 lacs as against Rs. 122 lacs in the previous fiscal.

Your Directors anticipate that there is likely to be more tough time in near future owing to stiff competition, increasing fuel and auto component prices, high cost of asset replacement and enhance interest rates all having very prominent impact on margins as well as on business. The threat from competitors offering complete logistic and supply chain solutions has also increased manifold and is having very adverse impact on companies which offer pure transportation services only. In order to combat these adversities and compete in the new environment your company has already initiated the process of strategic alliance and has entered into joint ventures agreements for developing new warehouses, transshipment hubs and logistic parks.

DIVIDEND :

The Directors recommend for consideration of the shareholders at ensuing annual General meeting, payment of Dividend @ 9% for the year ended 31st March 2012. The amount" of dividend and the tax thereon aggregates to Rs.43 lacs.

FINANCE AND ACCOUNTS :

The company's performance during the year reflects the constant focus of the management which led to savings in both direct and indirect operational costs. Both pie and post tax profits were recorded with about 12% increase over previous year vis-a-vis a 4% increase in business The impact on procurement due to enhanced interest rates was countered by effective redesigning of disbursement forms of trade payables. Borrowings from institutional lenders for fleet acquisition were serving committed manner. The Networth of your company was recorded for Rs. 1465 lacs as against Rs. 1413 lacs in the previous financial year.

DEPOSIT :

No Public Deposits were invited or accepted during the year under report.

AUDITORS :

M/s. Agarwal Maheswari & Co., Chartered Accountants, retire at the ensuing Annual Genera' Meeting and are eligible for re-appointment.

AUDITORS REPORT

The report of the Auditors is self-explanatory and does not call for any further comments from the Directors.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE 1988

A. Conservation of Energy :

The Company's operation involve no energy consumption.

B. Form of Disclosure of particulars wrt absorption of Technology and Development of R & D :

i) Research and Development - The Company do not have any R & D Division and Company's Operations do not require this type of establishment.

ii) Technology absorption, adoption and innovation - The Company has not imported any technology due to its nature of operation.

DIRECTORS :

Shri Ashok Kumar Todi and Shri Dipak Dey retire from the board by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Information on the Directors' eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of Directors under item Nos. 3 and 4 forming part of Notice dated 18th May 2012.

The Board takes note of the sudden demise of Dr. V.C. Shah who expired on 13th December 2011 and places on record its appreciation for valuable contribution made by him to the Company during his tenure of office as Director.

PERSONNEL :

The true index to a Company's success is not only its turnover and quantum of profits but its valuable human resource. The Directors sincerely thank the employees at all levels for their dedicated services and co-operation which enabled the Company to perform satisfactorily. There are no employees drawing remuneration of Rs.5,00,000/- a month or Rs. 60,00,000/- a year and therefore no particulars in terms of Section 217 (2A) of the Companies Act, 1956 are attached to this report.

DIRECTORS'RESPONSIBILITY STATEMENT :

Statement under sub-section (2AA) of Section 217 of the Companies Act, 1956 :

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.

ii) 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 that period.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

Corporate Governance Report and Management Analysis and Discussion Report pursuant to Clause 49 of the Listing Agreement with Stock Exchanges are provided in separate annexures to this report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record their appreciation towards the contributions made by all employees of the company and their gratitude to the Company's valued customers, bankers, vendors, and shareholders who have reposed trust and extended their constant support to the company.

On behalf of the Board of Directors



Place : Kolkata ( k K Todi)

Date . the 18th day of May, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 42nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010

OPERATING RESULTS 2009-2010 2008-2009

(Ra. In Lacs) (Rs. In Lacs)

Freight Earnings 7837.20 6463 92

Net Earnings from operations 85.69 69. 58

Provision for Taxation 16.96 3.44

Net Surplus 68.73 61.14

Balance brought forward from previous year 13.18 11 30

81.91 72.44

Appropriations.

Transfer To General Reserve 35.00 35.00

Proposed Dividend & Tax thereon 33.85 24.26

Balance carried forward to next year 13.06 13.18

81.91 72 44 PERFORMANCE :

During the year under review the Indian economy came out of the unprecedented global economic meltdown and business turbulence and fared better than most developed economies, although its growth was a bit muted The performance of the industrial sector has markedly improved. The country is now exhibiting signs of resurgence, despite contradiction in exports and a subnormal monsoon in 2009.

Your Company continued its growth trajectory and achieved an impressive growth of 21% in business volumes thereby recording Its Freight Earnings at Rs. 7637 lacs as against Rs. 6464 lacs in the previous year. The PBT was recorded with a 23% increase at Rs 86 lacs as against Rs. 70 lacs in the previous year. The company maintained its commitment to Road-Safety and was recognized by several customers and associations for its Best Practices and Innovative Solutions.

The Year also witnessed stiff competition from railroad transporters due to price benefits and faster delivery benefits embedded in the railway operations. Your Directors have taken adequate steps to focuson specialized areas like End to End Solutions, 3PL Services and dedicated fleet operations to ensure adequate growth of the company. With private demand expected to pick up in FY11, industrial production growth should remain buoyant thereby generating positive opportunities for the road freight sector in line with its philosophy of offering dedicated and innovative solutions to its customer and reduce dependence on outsourced vehicles the copmpany had acquired 15 new heavy commercial vehicles in the year under review and has also acquired 40 vehicles in ongoing financial year.

DIVIDEND ;

The Directors recommend for consideration of the shareholders at ensuing annual general meeting, payment of Dividend @ 7% for the year ended 31rd March 2010. The amount of dividend and the tax thereon aggregates to Rs.34 lacs.

FINANCE AMD ACCOUNTS :

The companys performance during the year reflects the constant focus of the management which led to savings in both direct and indirect operational costs. The average working capital requirements was higher compared to the previous year due to tighter liquidity conditions prevalent. The company could cope up with the adverse situation by effectively managing disbursement norms of its trade payables. Borrowings from Institutional lenders for fleet acquisition was serviced in committed manner. The shareholders funds recorded for RS.1167 lacs.

DEPOSIT :

No Public Deposits were invited or accepted during the year under report.

-AUDITORS :

M/s. AgarwaL Maheswari & Co. .Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT

The report of the Auditors is self-explanatory and does not call for any further comments from the Directors.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT Of THE BOARS OF DIRECTORS) RULE 1988

A. Conservation of Energy :

The Companys operation involve no energy consumption.

B Form of Disclosure of particulars wrt absorption of Technology and Development of R & D; i) Research and Development _ The Company do not have any R & 0 Division and Companys Operations do not require this type of establishment.

il) Technology absorption, adoption and Innovation - The Company has not Imported any technology due to its nature of operation.

DIRECTORS :

Shri Lallan Kumar Todi, resigned from the Board with effect from 16.01.2010, the Board places on record its sincere appreciation.

Shri Sushil Kumar Todi and Shri Beni Gopal Daga retire from the board by rotation at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

- Information on the Directors eligible for reappointment as required under clause 49 of the Listing Agreement with Stock Exchanges is disclosed in the profiles of Directors under item Nos 3 and 4 forming part of Notice dated 27th May 2010.

PERSONNEL :

The true index to a Companys success is not only its turnover and quantum of profits but its ultimate resource. The Directors sincerely thank the employees at all levels for their dedicated services and co-operation which enabled the Company to perform satisfactorily There are no employees drawing remuneration of Rs 2,00,000/- a month or Rs. 24,00,000/-a year and therefore no particulars in terms of Section 217 (2A) of the Companies Act, 1956 are attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Statement under sub-section (2AA) of Section 217 of the Companies Act. 1956 ;

In the preparation of the Annual Accounts :

i) the applicable accounting standards have been followed and wherever required, proper ex- planations relating to material departures have been given.

ii) 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 that period,

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing arid detecting fraud and other irregularities.

iv) the Accounts have been prepared on a going concern basis

CORPORATE GOVERNANCE :

Corporate Governance Reportand Management Analysis and Discussion Report pursuant to Clause 49 of the Dating Agreement with Stock Exchanges are provided in separate annexures to this report.

ACKNOWLEDGMENTS :

The Board wish to place on record their appreciation towards the contributions made by all employ ees of the company and their gratitude to the Companys valued customers, bankers, vendors, and shareholders for that continued support and confidence in the company



On behalf of the Board of Directors

( K K Todl)

Chairman ft Managing Director

Place : Kolkata

Date : the 27th day of May2010