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Directors Report of Patel Integrated Logistics Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 53rd Annual Report for the year ended 31st March 2015.

FINANCIAL RESULTS :

The financial results are as under: (Rs. in lakhs)

Year ended Year ended 31st March, 31st March, 2015 2014

Profit before Interest, Depreciation & Tax 2161.55 1673.02

Less : Interest 910.98 915.17

Profit before Depreciation 1250.57 757.85

Less : Depreciation 451.34 448.97

Profit before tax 799.23 308.88

Less : Provision for tax 242.00 97.00

Less : Deferred Tax (41.32) (23.02)

Less : (Excess) / Short Provision of (0.44) - Income Tax for earlier years

Profit after tax 598.99 234.90

Add : Balance of Profit from 478.66 627.60 previous year

TOTAL ... 1077.65 862.50

APPROPRIATIONS:

Equity Dividend 75.93 75.93

Tax on Dividend 15.46 12.91

Transfer to General Reserve 200.00 200.00

Transfer to Contingency Reserve 120.00 95.00

Additional Depreciation on Fixed 330.59 - Assets (Net of Deferred Tax Assets)

Balance carried to Balance Sheet 335.67 478.66

TOTAL ... 1077.65 862.50

FINANCIAL PERFORMANCE REVIEW:

The highlights of Company's performance are as under:

* Revenue from operations increased by 8.25% to Rs.587.98 cr.

* EBITDA increased by 25.73% to Rs.19.94 cr.

* Profit before Tax increased by 158.57% to Rs.7.99 cr.

* Net Profit increased by 155% to Rs.5.99 cr.

* Net Worth stood at Rs.90.53 cr., Fixed Asset base was Rs.42.66 cr. and the EPS was Rs.3.94.

The financial year 2014-15 has been a successful year for the Company in terms of financial performance of the Company during the year due to increase in sales. During the year the Company focused on Retail (Express delivery) segment of business, which has the better margins of profit. The lower input cost and cost reduction measures also leads to better performance during the year.

There is no change in the nature of business during the year under review.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of Re.0.5/- per share i.e. 5% on the equity share capital of the Company for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Company's long term growth objectives to be met by internal accruals.

FUTURE PLANS AND OUTLOOK:

In 2015 the Global economic outlook and that of India is expected to improve significantly as India begins to tackle the economic downturn. With a new government set in place and with GST going to be implemented in 2016, and with many policies are expected to be implemented which will give a fresh impetus to India's growth engine particularly in the corporate and SME sector which in turn will expand demand for the logistics sector. The biggest boost to the growth of the industry is coming from the increasing consumer demand, particularly in the Tier 2 and 3 sections of the country. This is being further fueled by the revolutionary growth being seen in e-commerce which is leading to logistics companies responding with new innovations in service since logistics is the most critical ingredient in the success of an online business.

To cater the growth in e-commerce business, your Company in the coming years, aiming to increase the portion of revenue generated from e-commerce companies by providing them fast-track delivery of their products to their customers across the country. Sensing the boom for logistic industry, the Company is planning to focus on top e-commerce players for volumes and revenue generation.

Your Company is also pursuing and studying expansion into warehousing. Your Company already has a Custom bonded Warehouse in Chennai for the last seven years. The company is exploring options to serve its e-commerce customers in a much more inclusive way.

With GST and faster development of road projects like the NS-EW corridor highway and National waterways Sagarmala project, your Company is hopeful that the coming years will be rocking for logistic sector.

FINANCE:

A) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

B) Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs.1234.62 lacs as on 31st March 2015. There were no unpaid or overdue deposits as on 31st March 2015, other than unclaimed Deposits and interest accrued thereon aggregating Rs.7.32 lacs. There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

Ministry of Corporate Affairs (MCA) vide its Notification No. G.S.R. 241(E), dated 31st March 2015 allowed Companies to accept deposits without deposit insurance contract till 31st March 2016 or till the availability of a deposit insurance product, whichever is earlier.

C) Credit Rating:

India Ratings & Research Private Ltd (India Ratings), a Fitch group Company has affirmed National long term credit rating 'IND BBB-' [outlook positive] for Company's fund based borrowings & finance lease and 'IND A3' [outlook positive] rating for its non fund based borrowings from the banks for 2015-16

India Ratings has also assigned credit rating 'IND tA-' (adequate safety) for its Fixed Deposit Programme for 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

TRANSFER TO RESERVES:

Your Company has transferred Rs.2.00 crore to the general reserve and Rs.1.20 crore to contingency reserve. An amount of Rs.3.36 crore is retained in the Statement of Profit and Loss.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the Companies Act, 2013 concerning Corporate Social Responsibility alongwith the Rules thereunder and revised Schedule VII were notified on 27 February 2014 to come into effect from 01 April 2014. Your Company welcomes the initiative taken by the MCA with an aim to embrace responsibility for the corporate actions and encourage a positive impact through its activities on the environment, consumers, employees, communities and all other members of the public sphere who may also be considered stakeholders.

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are become applicable to the company only at the end of the financial year i.e. on 31st March 2015 upon meeting the threshold criteria of net profit of Rs.5.00 crore or more and hence the Company had not spend any amount towards the CSR activities in the financial year 2014-15.

The Company, being covered under the provisions of the said Section, has formed a Committee of Directors, titled "Corporate Social Responsibility Committee" on 28th May 2015.

The purpose of the Committee is to formulate and monitor the CSR Policy of the Company. The Committee will formulate a CSR Policy for consideration of the Board. The Company has initiated necessary steps to implement CSR activities in current financial year. The Annual Report on CSR activities in prescribed format under Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable for the financial year 2014-15.

RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR A DEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company is constantly thinking about improvement in internal financial controls.

The Internal Audit Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement The policy deals with instance of fraud and mismanagement, if any, The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

The Company does not have any Subsidiary or Associate or Joint Venture Company as on date of this report. Therefore separate section for report on the performance and financial position of subsidiaries, associates and joint venture companies is not required to present.

DIRECTORS:

Appointments:

Mr. Syed K. Husain, Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered himself for re-appointment as the Director.

Ms. Bhumika Batra was appointed as an Additional Independent woman Director of the Company with effect from 30th March 2015. Ms. Bhumika Batra vacates office of Director, at the ensuing Annual General Meeting. The Company has received a Notice alongwith the necessary deposit u/s 160 of the Companies Act, 2013, proposing the candidature of Ms. Bhumika Batra as the Independent Director of the Company under the Companies Act, 2013 for the period of 5 years with effect from 15th September 2015.

At the last Annual General Meeting held on 21st August 2014, the members had appointed Mr. P.S.G. Nair, Mr. Sandeep Parikh and Mr. Farukh Wadia as Independent Directors under the Companies Act, 2013, each for a term of 5 years with effect from 21st August 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Subject to approval of members in the General Meeting, the Board of Directors had on the recommendation of the Nomination & Remuneration Committee reappointed in their meeting held on 30th March 2015, Mr. Areef A. Patel as the Whole-time Director designated as "Executive Vice-Chairman", who is Key Managerial Personnel under Section 203 of the Companies Act, 2013 for a period of three years commencing from 1st April 2015. The approval of members is sought for the reappointment of Mr. Areef A. Patel as the Whole-time Director at the ensuing Annual General Meeting.

There is no Key Managerial Personnel resigned during the year under review.

Board Evaluation:

The Nomination and Remuneration Committee at its meeting held on 3rd July 2014 and the Board of Directors at its meeting held on 4th July 2014 respectively, had laid down criteria for performance evaluation of Directors, Committees of the Board and Board as a whole and also the evaluation process for the same. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 30th March 2015 have reviewed and evaluated the performance of Board as a whole, Chairman and Executive Vice Chairman.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

During the year nine Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Hence there is no information to be provided as required in Form No. AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Apart from receiving remuneration by executive directors and sitting fees by Non executive directors, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures. The ICD taken from related party was prior to commencement of section 188 of Companies Act 2013 and hence no separate report is given.

AUDITORS AND AUDITORS' REPORT:

At the 52nd AGM of your Company, M/s. MSP & Co., Chartered Accountants (Firm Registration No. 107565W) was appointed as the Auditors to hold office till the conclusion of the 55th AGM of your Company.

The Board of Directors at its meeting held on 28th May, 2015, on the recommendations of the Audit Committee, in accordance with the provisions of Section 139(8) of the Companies Act, 2013 ratified the appointment of M/s. MSP & Co., Chartered Accountants, to continue to act as the Auditor of your Company till the conclusion of the 55th AGM.

M/s. MSP & Co. Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE:

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is set out as "Annexure [I]" to this Report. The Secretarial Audit Report contained one observation about non appointment of CFO as required under Section 203 of the Companies Act, 2013. The Company is under process of appointment of right candidate for the post of CFO of the Company. However Vice President-Finance & Accounts, being a competent person is discharging the functions of CFO.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [II]" to this Report.

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

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on : Energy conservation continues to conservation of energy receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring,

(ii) The steps taken by the improvement in Maintenance systems Company for utilizing and through improved operational alternate sources of energy techniques.The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for (iii) The capital investment greater fuel efficiencies. All the on energy conservation vehicles owned by the Company equipments undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation. Also planning to use Bio-fuel for enhancing more efficiency of vehicles.

The Company has on going process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.

No material capital investment incurred by the Company during the year 2014-15.

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards : Updating of Technology is a technology absorption: technology is implemented and adapted by the Company for innovation. Efforts are continuously Continuous process; appropriate made to develop new products required in the Transport and Logistics Industry.

(ii) The benefits derived: : The Company has developed in house web- based application for complete logistics operation's requirements which helping order processing and tracking the shipments with the entire operation cycle of the GCNs and improving dispatch and delivery efficiency.

(iii) Imported Technology: : There is no imported technology imported during the last three years.

(iv) The expenditure incurred on : No expenditure is incurred on Research and Development by the Company

Research and Development : during the year 2014-15.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in lakhs)

Year ended Year ended 31st March, 31st March, 2015 2014

Earnings in Foreign Exchange

Air Freight Billing, and other expenses 7.78 13.18 (Net) TOTAL ... 778 13.80

Expenditure in Foreign Currency

Membership and Subscription Fees 0.42 0.40

Travelling (excluding air fare) 6.79 4.17

TOTAL ... 7.71 4.57

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2014-15:

No of Complaints received : Nil

No of Complaints disposed off : Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2015 are in full conformity with the requirement of the Companies Act, 2013.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended March 31,2015, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31st March 2015 and of the profits of the Company for the financial year ended 31st March 2015;

3) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis;

5) the Company has proper internal financial controls in place. However the Company is developing better controls for implementation in current financial year;

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

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items or these items are not applicable to the Company during the year under review:

1) No material changes and commitments, if any, affecting the financial position of the Company occurred between the end ofthe financial year of the Company i.e. 31st March 2015 and the date of this report.

2) No Company have become or ceased to be Subsidiary, Associate or joint venture of the Company during the year under review.

3) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf ofthe Board of Directors

Registered office: AREEF A. PATEL - Executive Vice Chairman Patel House, 5th Floor, P. S. G. NAIR - Director Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai - 400 054. Mumbai, dated 29th July, 2015




Mar 31, 2014

The Members of

Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 52nd Annual Report and the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2014 31st March, 2013

Profit before Interest, Depreciation & Tax 1673.02 1797.21

Less : Interest 915.17 918.94

Profit before Depreciation 757.85 878.27

Less : Depreciation 448.97 493.09

Profit before tax 308.88 385.18

Less : Provision for tax 97.00 153.00

Less : Deferred Tax (23.02) (9.10)

Profit after tax 234.90 241.28

Add : Balance of Profit from previous year 627.60 975.16

TOTAL 862.50 1216.44

APPROPRIATIONS:

Equity Dividend 75.93 75.93

Tax on Dividend 12.91 12.91

Transfer to General Reserve 200.00 200.00

Transfer to Contingency Reserve 95.00 300.00

Balance carried to Balance Sheet 478.66 627.60

TOTAL 862.50 1216.44

PERFORMANCE REVIEW:

The financial year 2013-14 has been challenging. Economic growth declined across all the sectors due to a variety of domestic and external factors. Emerging market like India faced challenges like capital outfl ow, intense exchange rate pressures and volatile current account movement. A combination of high infl ation, fi scal imbalances, external sector vulnerabilities and low investments resulted in dip domestic demand growth. This sluggish situation has impact on the business volume of your Company during the year under consideration. Despite of such challenging environment, the Company, although not able to perform to its full potentials, has done reasonably well to sustain itself in such diffi cult economic scenario.

The performance of your Company in terms of the revenue earned during the financial year 2013-14 has been not upto its full potentials. Total income earned by the Company during the year under consideration was decreased and stood at Rs.54666.60 Lacs as compared with Rs.58034.53 lacs for the previous year. The Profit Before Tax was Rs.308.88 lacs and Profit After Tax was Rs.234.90 lacs. The reduction in Profit After Tax as compared to previous year was mainly on account of reduction in the revenue earned during the year.

The Net Worth of your Company stood at Rs.8991.23 lacs while the Fixed Assets base was Rs.4857.74 lacs. The Earning Per Share was Rs.1.55

In this tough operating environment the Company was continued on its path of taking strategic measures which will enable the Company to emerge stronger in the times ahead. A number of strategic initiatives are under progress like focusing on warehousing business, technology, and people development. These initiatives should lead to sustainable long term benefits. The Company is also concentrating on its Retail Express Business by focusing on increasing door delivery effi ciencies and customer services. The prudent cost reduction measures like controlling operation cost, administrative expenses, fi nance cost have also been undertaken along with plans for faster recovery of dues. The full impact of the same would be seen in the current year.

Your Company is confi dent of improving its volumes, profitability and market leadership in the current year and will be able to gain its glory back once again.

DIVIDEND :

For the year under consideration, the Board of Directors have recommended a dividend of Re.0.50/- per share i.e. 5% on the equity share capital of the Company for the financial year ended March 31, 2014. The dividend payout for the year under review has been formulated after consideration of shareholders aspirations and Company''s long term growth objectives to be met by internal accruals.

FUTURE PLANS AND OUTLOOK:

With the GDP Growth rate of Indian economy is slowing down in the year 2013-14, it is always challenging for the corporates to grow in terms of business and profitability. Our planning in the coming year is to sustain the present business and look for the opportunities to increase our profitability through various factors like improvement in operation cost; improvements in IT initiatives of Google Talk & upgrading of application PTMS which cater the new changes in the business environment; initiatives with the new Airlines, International outbound & inbound business which we are planning to cater in the coming year.

With the stable government is now in the centre for the next five years, the Indian economy is hopeful of its recovery in terms of GDP growth in the year ahead. With the expected industrial and economic growth all the Transport and Logistic players are looking to grow substantially in the current year. Your Company is also looking forward to growth in all areas of the Business and continue to give its best to its customers.

The Company is certainly focusing on ''Patel Retail'' division of the Company which would ensure Last Leg Deliveries. With the improvement in Express Delivery Services all throughout the country, we are looking to expand our Express Business by nearly 20% on the current levels. With the increased focus on sales & delivery your Company ensures that the customers get the advantage of new routes and services. The Company is also planning to strategically increase Market Share in Full Truck Loads Business, where the ROI is in line with the Company''s prescribed policies.

The demand for warehousing space is growing steadily and the Company is seriously planning to expand its warehousing and related activities business, which will bring more value for the shareholders in the years to come. We are actively looking to set up a Warehouse in Mumbai or other States in line with our Warehouse activities already operating in Chennai currently.

With the new formation of Telangana State, your Company has entered into a Regional Tie up with BMPS, which has nearly 200 Plus Branches in the State of Andhra Pradesh & Telengana to further widen it''s delivery reach to both the states and to cater their growing demands. Your company is further looking to enter into such Strategic Tie Ups to increase both it''s network & reach in the coming year and planning to add nearly 250 – 300 Delivery outlets through the Network Expansion Plan Model, in the year ahead.

The Company has already begun restructuring its Eastern Region Network and reduce its operational cost, which will start showing the results in the bottom line of the Company in the current year. After nearly 10 years of Eastern Operations, finally we are looking at much better in the year to come.

On the front of the Cargo Consolidation Business, Company continues to work with all its Airlines Vendor. The aviation industry is looking to expand its presence not only domestically but also opportunities from the In-Bound Express Delivery business Model which supports the Companies as well as Customers. With the incoming of new Airlines like Air Asia & Tata – SIA the Indian Aviation is about to witness dynamic changes. One has to have a close & careful watch on which way the scenario will unfold. POBC continues to work with it''s Vendor Airlines to ensure maximum benefits to the Company.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FINANCE:

A) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

B) Fixed Deposits:

The Company has been accepting unsecured deposits from its shareholders, employees, their relatives and from public at large as permissible under the provisions of Companies Act 1956 read with the corresponding Companies (Acceptance of Deposits) Rules, 1975, earlier in force. However with the commencement of Companies Act, 2013 w.e.f April 01, 2014, deposits are now governed by the new Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Your Company is ''eligible company'' under the new provisions of the Act, to accept deposits from the public, subject to compliance with the requirements prescribed under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs.1197.92 lacs as on 31st March 2014.There were no unpaid or overdue deposits as on 31st March 2014, other than unclaimed Deposits and interest accrued thereon aggregating Rs.12.00 lacs. During the year under consideration, amount of Rs.2.58 lacs being unclaimed fixed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund. The Company is maintaining ''Deposit Repayment Reserve Account'' as required under section 73(2) of the Companies Act 2013.

Your Company has decided to take the prior shareholders approval for Acceptance of Fixed Deposit required under the Companies Act 2013 through Postal Ballot.

C) Credit Rating:

India Ratings & Research Private Ltd (India Ratings), a Fitch group Company has affi rmed National long term credit rating ''IND BBB-'' [outlook stable] for Company''s fund based borrowings & fi nance lease and ''IND A3'' [outlook stable] rating for its non fund based borrowings from the banks for 2014-15

India Ratings has also assigned credit rating ''IND tA-'' (adequate safety) for its Fixed Deposit Programme for 2014-15.

DIRECTORS :

Mr. Asgar S. Patel, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company had, pursuant to section 149(4) of the Companies Act, 2013 and the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. P.S.G. Nair, Mr. Sandeep P. Parikh and Mr. Farukh S. Wadia as Independent Directors of the Company.

AUDITORS:

M/s M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. In accordance with Section 139 (1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s M.S.P. & Company as statutory auditors of the

Company for a term of 3 consecutive years from the conclusion of forthcoming AGM till the conclusion of the 55th Annual General Meeting to be held in year 2017, subject to ratification of their appointment at every Annual General Meeting.

AUDITORS'' REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts provide suffi cient explanations and hence no further comments required on the observations of Auditors. The Auditors'' Report is clean and there are no qualifi cations in their Report.

CORPORATE GOVERNANCE :

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certifi cate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the fi nancial year ended 31st March, 2014 is provided in the Annual Report.

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

PART A – CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel effi ciencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation. Also planning to use Bio-fuel for enhancing more effi ciency of vehicles.

PART B – TECHNOLOGY ABSORPTION : Not Applicable

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

THE COMPANIES ACT, 2013:

The Companies Act, 2013 was notifi ed in the Offi cial Gazette of the Government of India on August 29, 2013. On September 12, 2013, the Ministry of Corporate Affairs (MCA) notifi ed 98 sections and on March 27, 2014, the MCA notifi ed another 198 sections, which were deemed to come into force with effect from April 1, 2014. The MCA vide Circular No. 08/2014 dated April 4, 2014 clarifi ed that the financial statements and the documents required to be attached thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under. The Company has accordingly prepared this balance sheet, statement of profi t & loss, the schedules and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under. The Company has taken cognisance of the new legislation and complying with the provisions of the Companies Act, 2013, as applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2014 are in full conformity with the requirement of the Companies Act, 1956.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representation received from the Operating Management, confi rm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 profits of the Company for that period;

3) the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors Registered Office :

Patel House, 5th Floor, Plot No. 48,

AREEF A. PATEL - Executive Vice Chairman

Gazdarbandh, North Avenue Road,

P. S. G NAIR - Director

Santacruz (West)

SYED K. HUSAIN - Director

Mumbai – 400 054. SANDEEP P. PARIKH - Director

FARUKH S. WADIA - Director

Mumbai, dated 4th July 2014


Mar 31, 2013

To, The Members of Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 51st Annual Report and the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2013 31st March, 2012

Profit before Interest, Depreciation & Tax 1797.21 1667.39

Less : Interest 918.94 741.81

Proft before Depreciation 878.27 925.58

Less : Depreciation 493.09 427.27

Proft before tax 385.18 498.31

Less : Provision for tax 153.00 190.00

Less : Deferred Tax (9.10) (12.05)

Less : (Excess)/Short Provision of Income Tax for earlier years -- 52.09

Proft after tax 241.28 268.27

Add : Balance of Proft from previous year 975.16 1118.70

TOTAL … 1216.44 1386.97

APPROPRIATIONS:

Equity Dividend 75.93 182.24

Tax on Dividend 12.91 29.57

Transfer to General Reserve 200.00 200.00

Transfer to Contingency Reserve 300.00 --

Balance carried to Balance Sheet 627.60 975.16

TOTAL … 1216.44 1386.97



PERFORMANCE REVIEW:

The overall economic scenario continues to project a grim picture across all segments. FY 2012-13 proved to be a challenging year due to global economic uncertainties and disturbances in many parts of the World. However the global economy in the Financial Year 2012-13 improved slowly, but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth signifcantly. Your Company is also not exception to this situation. Despite these constraints and challenging environment, the Company, although not able to perform to its full potentials has done reasonably well to sustain itself in such diffcult economic scenario.

The performance of your Company in terms of the revenue earned during the fnancial year 2012-13 has been satisfactory. Total income earned by the Company during the year under consideration increased and stood at Rs.51078.26 lacs as compared with 45383.05 lacs for the previous year. The Proft Before Tax is Rs.385.18 lacs and Proft After Tax is Rs.241.28 lacs. The reduction in Proft After Tax as compared to previous year is mainly on account of higher Depreciation and fnance cost..

The Net Worth of your Company is Rs.8936.18 lacs while the Fixed Assets base is Rs.5126.89 lacs. The Fixed Assets if considered at the current market price, would be substantially higher but not quantifed. The Earning Per Share is Rs.1.59.

Your Company is taking various measures to meet the situation. The Company is concentrating on its ''Patel Retail'' express business, which has high margin of profts and also putting more efforts to increase its warehousing business in the years to come. Prudent cost reduction measures have also been undertaken along with plans for faster recovery of dues.

Notwithstanding the continued recessionary trends in the economy, the Company is confdent of improving its volumes and proftability in the current year and will be able to sail through the adverse economic conditions much more comfortably.

DIVIDEND :

For the year under consideration, the Board of Directors have recommended a dividend of Re.0.50/- per share i.e. 5% on the equity share capital of the Company for the fnancial year ended March 31, 2013. The dividend payout for the year under review has been formulated after consideration of shareholders aspirations and Company''s long term growth objectives to be met by internal accruals.

FUTURE PLANS AND OUTLOOK:

With the GDP Growth rate of Indian economy is slowing down to 5.0 per cent in the year 2012-13, it is always challenging for the corporates to grow in terms of business and proftability. Our planning in the coming year is to sustain the present business and look for the opportunities to increase our proftability.

Subject to improvement in global economic scenario, the Indian logistics industry is certainly viewed as one that is being defned by dynamic trends, buoyed by rapid industrial and economic growth. Your company is poised to take the advantage of such situation to continue to give its best to its customers.

''Patel Retail'' division of the Company is expected to continue its growth trajectory. This business is in a unique position to capitalise on the growing opportunities in India. The strategic expansion plans for ''Patel Retail'' will be drawn in the current year to strengthen its market share and growth. The Company is also planning to increase its market share in Full Truck Business (FTL).

The Company has upgraded its Linux base ERP software to support its business strategy. The Company is planning to make investment in computerization of its operations to improve its service effciency.

In recent times, the Indian warehousing segment in India has evolved signifcantly. Apart from conventional storing services, warehouses are now providing value-added services like consolidation and breaking up of cargo, packaging, labeling, bar coding and reverse logistics etc. Warehousing and related activities account for approximately 20% of the total logistics industry. Your Company has also started to spread its wings in the warehousing business. The demand for warehousing space is growing steadily and the Company is planning to increase its warehousing business, which will bring more value for the shareholders in the years to come.

On the front of the Cargo Consolidation Business, after expanding at 20%-plus rates through 2011 and early 2012, the Indian air cargo market stopped growing at the end of 2012.

The current Airline Policies have a fragmentary approach, which is not helping the air cargo industry. Airports and fuel are getting more expensive even as airlines struggle. A weak rupee isn''t helping and has caused further cost increases in dollar-denominated expenses for the International courier and cargo consolidation as well..

The cargo capacity management will remain tight throughout the year, as the domestic capacity will only increase by 7% to 8%, which is half of the increase seen in the previous fnancial year.

Other challenges loom on the horizon. The policy on ground handling needs to be resolved for our business and our Company to grow and show robust growth. Despite the above challenges, your Company is geared to take up the same and shall maintain its market share and proftability.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FINANCE:

A) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

B) Fixed Deposits:

The Company is eligible to raise the public deposits of Rs.2978.10 lacs as on 31st March 2013. However the Company is following very conservative policy for acceptance of public deposits. Accordingly, Fixed Deposits accepted by the Company stood at Rs.1065.30 lacs as on 31st March 2013.There were no unpaid or overdue deposits as on 31st March 2013, other than unclaimed Deposits aggregating Rs.11.58 lacs. During the year under consideration, amount of Rs.58,469/- being unclaimed fxed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund. The Company is maintaining 15% of the amount of the Fixed Deposits maturing on or before 31st March 2014 as liquid assets in fxed deposits with scheduled banks as required under rule 3A of Companies (Acceptance of Fixed Deposits) Rules, 1975.

C) Credit Rating:

The Company holds a credit rating, assigned by India Ratings & Research Private Ltd, a Fitch group Company and a credit rating agency, who reaffrmed National long term credit rating ''BBB-'' [outlook stable(investment grade)] for our fund based & non fund based borrowings from banks & for fnance lease.

DIRECTORS :

Mr. Sandeep Parikh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

Mr. Syed K. Husain was appointed as an Additional Director of the Company with effect from 29th May 2013. Mr. Husain vacates offce of Director, at the ensuing Annual General Meeting. The Company has received a Notice alongwith the necessary deposit u/s 257 of the Companies Act, 1956, proposing the candidature of Mr. Syed K. Husain as the Director of the Company.

AUDITORS:

M/s M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualifed for such re-appointment within the meaning of section 226 of the said Act.

AUDITORS'' REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts provide suffcient explanations and hence no further comments required on the observations of Auditors.

CORPORATE GOVERNANCE :

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certifcate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the fnancial year ended 31st March, 2013 is provided in the Annual Report.

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

PART A – CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel effciencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.

PART B – TECHNOLOGY ABSORPTION : Not Applicable

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the fnancial year ended 31st March 2013 are in full conformity with the requirement of the Companies Act, 1956.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representation received from the Operating Management, confrm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 profts of the Company for that period;

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

4) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.



For and on behalf of the Board of Directors

Registered Offce :

Patel House, 5th Floor, Plot No. 48, A. S. PATEL - Chairman

Gazdarbandh, North Avenue Road, A. A. PATEL - Executive Vice Chairman

Santacruz (West) P. S. G. NAIR - Director

Mumbai – 400 054.

Mumbai, 29th May 2013


Mar 31, 2012

To, The Members of Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 50th Annual Report in its Golden Jubilee year and the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2012 31st March, 2011

Profit before Interest, Depreciation & Tax 1667.39 1629.39

Less : Interest 741.81 740.49

Profit before Depreciation 925.58 888.90

Less : Depreciation 427.27 388.76

Profit before tax 498.31 500.14

Less : Provision for tax 190.00 190.00

Less : Deferred Tax (12.05) (7.43)

Less : ( Excess )/Short Provision of Income Tax for earli er years 52.09 (1.23)

Profit after tax 268.27 318.80

Add : Balance of Profit from previous year 1118.70 1175.15

TOTAL 1386.97 1493.95

APPROPRIATIONS:

Equity Dividend 182.24 150.79

Tax on Dividend 29.57 24.46

Transfer to General Reserve 200.00 200.00

Balance carried to Balance Sheet 975.16 1118.70

TOTAL 1386.97 1493.95

PERFORMANCE REVIEW:

FY 2011-12 was a challenging year for the global economy as well as Indian economy. The meltdown in European economies coupled with high inflation forced India to tighten liquidity to tame rising inflation. Despite these constraints and the challenging environment, the Company's operating performance is reasonably well and the highlights of the performance are as under:

Total income earned by the Company during the year under consideration stood at Rs.45383.05 Lacs. The Profit Before Tax is Rs. 498.31 lacs and Profit After Tax is Rs. 268.27 lacs. The reduction in Profit After Tax as compared to last year is mainly due to reduction in other income and provision for Income Tax short provided in earlier years.

The Net Worth of your Company is Rs. 8783.74 lacs while the Fixed Assets base is Rs. 4852.76 lacs. The Earning Per Share is Rs. 1.77

DIVIDEND :

This is a very special year as your Company completes successful 50 years in 2012. The Board of Directors have therefore recommended a dividend of Rs. 1/- (i.e. 10%) per equity share and a special dividend of Rs. 0.20/- (i.e. 2%) per equity share to commemorate the Golden Jubilee year of the Company, aggregating to dividend of Rs. 1.20/- (i.e.12%) per equity share of the Company.

FUTURE PLANS AND OUTLOOK:

The future of Transportation and Logistics industry looks good. Your company is poised to take advantage of this situation to continue to give its best to its customers. There is very bright future for express service industry in India and your Company has already started to expand its activities in this sector. The plans and strategies for the financial year 2012-13 have been drawn to increase the market share of 'Patel Retail' division like investment in upgradation of hubs, training of operating people, marketing initiatives etc. Also, in the years to come, your Company is also planning to spread its wings in the warehousing business and 3PL logistics business, which will bring more value for the shareholders.

The outlook of Air Cargo Industry in India also looks good. Your Company is expecting a steady growth in Cargo Consolidation business. The government is also paying due attention to the Air Cargo Industry by taking policy initiatives like modernization of cargo handling operations, improvement in infrastructure facilities etc. to address important issues considering the long term perspective and future growth potential in India.

REISSUE OF FORFEITED EQUITY SHARES:

Pursuant to the consent granted by members at their Annual General Meeting held on 28th September, 2011, the Board of Directors, at their meeting held on 3rd November, 2011 allotted, to a Non Promoter Company, 1,07,200 Forfeited Equity Shares of Rs.10/- each at a premium of Rs.17/- per Equity Share aggregating to Rs. 28,94,400/- The pricing was in accordance with guidelines prescribed under chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 for Preferential Allotment. Consequent upon the reissue of forfeited equity shares, the paid-up share capital of the Company has increased from Rs. 1507.94 lacs to Rs. 1518.66 lacs. The reissue of forfeited equity shares has not resulted in to any change in the composition of Board of Directors, Management or Control of the Company.

The 1,07,200 reissued equity shares rank pari-passu with existing equity shares with respect to the voting rights and dividend entitlement.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FIXED DEPOSITS:

Fixed Deposits accepted by the Company stood at Rs.889.30 lacs as on 31st March 2012. There were no unpaid or overdue deposits as on 31st March 2012, other than unclaimed Deposits aggregating Rs.12.16 lacs. During the year under consideration, amount of Rs. 1.54 lacs being unclaimed fixed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund.

CREDIT RATING :

The Company has obtained from FITCH, a credit rating agency, National long term credit rating 'BBB-' [outlook stable (investment grade ) ] for its fund based and non fund based borrowing from banks and for finance lease.

DIRECTORS :

Mr. P.S.G. Nair, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

Subject to approval of members in the General Meeting, the Board of Directors have reappointed Mr. Areef A. Patel as the Whole-time Director designated as "Executive Vice-Chairman", for a period of three years commencing from 1st April 2012. The approval of members is sought for the reappointment of Mr. Areef A. Patel as the Whole-time Director at the ensuing Annual General Meeting.

AUDITORS:

M/s M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their re-appointment, if made would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

AUDITORS' REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts provide sufficient explanations and hence no further comments required on the observations of Auditors.

CORPORATE GOVERNANCE:

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2012 is provided in the Annual Report.

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

PART A - CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel efficiencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.

PART B - TECHNOLOGY ABSORPTION : Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO :

(Rs. in lakhs) (Rs. in lakhs)

Year ended 31st March, 2012 Year ended 31st March, 2011

Earnings in Foreign Exchange

Air Freight Billing, and other expenses (Net) 6.87 4.03

TOTAL ... 6.87 4.03

Expenditure in Foreign Currency

Membership and Subscription Fees 0.15 -

Freight Charges - 1.17

Travelling 11.98 10.45

TOTAL ... 12.13 11.62

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2012 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors M/s MSP & Co.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed;

2) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made 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 profits of the Company for that period;

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

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

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors

Registered Office:

Patel House, 5th Floor, A. A. PATEL - Executive Vice Chairman

Plot No.48, Gazdarbandh, P. S. G. NAIR - Director

North Avenue Road,

Santacruz (west),

Mumbai-400 054.

Mumbai, 30th August 2012

 
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