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Directors Report of Chowgule Steamships Ltd.

Mar 31, 2017

To

The Shareholders,

The Directors present the Fifty Fourth Annual Report and the Audited Accounts for the year ended March 31, 2017.

1. FINANCIAL RESULTS & APPROPRIATIONS: (Rs. in Lakhs)

2016-17

2015-16

Loss before Financial Charges, Depreciation, Exceptional Item & Tax

(47.19)

(383.02)

Financial Charges

(135.49)

(41.75)

Depreciation

(177.56)

(456.76)

Loss before Exceptional Item & Tax

(360.24)

(881.53)

Loss on sale of vessel

-

(41.65)

Loss before Deferred Tax Provision

(360.24)

(923.18)

Reversal of Provision for Deferred Tax (Net)

84.16

368.82

Loss after Tax but before Other Comprehensive Incom

(276.08)

(554.36)

Other Comprehensive Income

31.44

(47.17)

Total Comprehensive Income for the year

(244.64)

(601.53)

Brought forward from previous year

1,614.48

2,216.01

Surplus in Statement of Profit and Loss

1,369.84

1,614.48

In view of the loss, the Board of Directors has not recommended any dividend for the year under review. Further, no amount is transferred to Reserves & Surplus.

2. LOAN REPAYMENT

During the year, the Company did not contract any loans. The total outstanding loan at year end is NIL.

3. DEFERRED TAX LIABILITY

In terms of the Accounting Standard AS-22 AS-21 of the Companies (Accounting Standards) Rules 2016, there is a reversal of Deferred Tax liabilities amounting to Rs.84.16 lakhs for the Financial Year 2016-2017, which is reflected in the Statement of Profit & Loss. The net Deferred Tax Liability of Rs.Nil as at March 31, 2017 is reflected in the Balance Sheet.

4. SUBSIDIARIES

The Company has five overseas subsidiaries including one wholly owned subsidiary and four step-down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure 2. The Company will make available these documents / details upon request by any member of the Company. However, pursuant to Accounting Standard AS-21 of the Companies (Accounting Standards) Rules 2016, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. The Company does not have any other joint venture/associate company in which it has significant influence. The financial highlights of its wholly owned subsidiary viz. Chowgule Steamships Overseas Limited are as under:

The financial highlights of CSOL’s operations are as under:

2016-17

2015-16

(In US $ million)

(In US $ million)

Income/ (Loss)

6.742

7.210

Gross Profit before depreciation

(1.445)

(1.325)

Depreciation

(4.373)

(5.182)

Impairment

0.080

(12.630)

Write-off for cancellation of new build order

(5.184)

(9.344)

Net Loss

(10.923)

(28.483)

5. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

6. DIRECTORS

Prof. Rohini Chowgule and Mr. Nathan R. Chowgule, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation and they hold office for a term up to five consecutive years on the Board of a company from their appointment.

Pursuant to regulations of the Listing Agreement, the background of the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given in the Corporate Governance Report.

7. INDEPENDENT DIRECTORS

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the Listing Regulation read with Section 149(6) of the Companies Act 2013 (‘the Act’).

Pursuant to the requirements of Section 149 of the Companies Act, 2013, the Board appointed all Independent Directors as Independent Directors for a period of five years and approval of the shareholders was obtained for the said appointment at the 51st Annual general Meeting held on July 9, 2014. The maximum tenure of the Independent Directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1) (b) of the Listing Regulation read with Section 149 of the Act.

8. INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/Executive Director about the nature of business of the Company, its finances, operations etc. The Company Secretary also assists the Independent Directors in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company. The appointment letter of independent directors is available on the Company’s website www.chowgulesteamships.co.ion

In addition to the above, familiarisation programme of the Independent Directors forms part of Board process. At the quarterly Board Meetings, Independent Directors are updated on the development in the Company, its business environment and Company’s performance.

9. EVALUATION OF PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS

In compliance of the provisions of the Companies Act, 2013 and the Listing Agreement, the evaluation process for the performance of the Board, its committees and individual Directors for the year under review was carried out. A formal mechanism for evaluation of the performance of the Board, its Chairman, Committees and Directors was adopted. The process was carried out through structured evaluation process covering various parameters such as composition of Board and Committees, attendance of directors at meetings, contribution at the meetings, qualifications, experience and competencies, performance of specific duties, independence of judgement etc.

The evaluation of Independent Directors was carried out by the entire Board and that of Chairman and Non Independent Directors was carried out by Independent Directors. The Independent Directors expressed satisfaction with the overall functioning of the Board, its various committees and performance of the other Non-executive and Executive Directors.

10. CORPORATE GOVERNANCE

In terms of the listing agreement with the BSE Ltd., the Corporate Governance Report is annexed hereto and forms part of this Report.

11. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The said Code has been hosted on the website of the Company. All the Board Members and Senior Management have affirmed compliance to the Code.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors state: “That

In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 loss of the Company for that period.

The Directors have taken proper and sufficient care 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.

The Directors have prepared the annual accounts on a “going concern basis”.

The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

13. AUDITORS Statutory Auditors

The shareholders at their Fifty First Annual General Meeting held on July 9, 2014 approved appointment of M/s S B Billimoria & Co, Chartered Accountants, as the Auditors of the Company, for a term of consecutive three years from conclusion of 51st Annual General Meeting to conclusion of the 54th Annual General Meeting. Accordingly, M/s S B Billimoria & Co, Chartered Accountants, the Statutory Auditors, will retire by rotation at the conclusion of this Annual General Meeting. The Board of Directors, based on the recommendations of the Audit Committee, is seeking approval of members at the ensuing Annual General Meeting for appointment of M/s CNK & Associates LLP, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the 59th Annual General Meeting subject to ratification by members at every Annual general Meeting, if so required by law. The Auditors, being eligible, have given their consent for appointment.

Secretarial Auditors

V.N. Deodhar, Practicing Company Secretaries, were appointed to conduct the secretarial audit of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2016-17 forms part of the Annual Report.

14. THE COMPANIES (Appointment and Remuneration of Managerial Personnel) RULES, 2014

There are no employees covered under the above Rules in respect of whom particulars are required to be furnished.

15. THE COMPANIES (Accounts) RULES, 2014

In accordance with the requirements of Rule 8 (A) of the Companies (Accounts) Rules 2014, a statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure I).

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments which have occurred between the end of financial year and the date of this report which can have impact on financial position of the Company.

17. The policy on appointment /remuneration of directors is discussed in Corporate Governance section annexed to this Report.

18. There have been no significant material orders passed by courts, tribunals or regulatory authorities which can have impact on going concern status of the Company and its operations.

19. Loans, Investment and Guarantees etc - During the year the Company has not advanced any loans, given any guarantees or made any investment in shares.

20. The Company has not accepted /renewed any Fixed Deposits during the year ended March 31, 2017.

21. Disclosure pursuant to The Companies (appointment and Remuneration of Managerial Personnel) Rules 2014

a. Details of remuneration of Managerial Personnel & KMP

Sr.

Requirements

Disclosure

1

Ratio of remuneration of Director to median remuneration of employees for the financial year

MD & CFO - 7X

2

Percentage increase in remuneration of Managing Director & CFO and Company Secretary

MD & CFO -NIL Company Secretary - NIL

3

Percentage increase in median remuneration of employees in the financial year

NIL

4

Number of permanent employees

7 employees

5

average percentile increase in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof

In view of the loss suffered for the year ended March 31, 2016, there was no increase in remuneration of any of the employees including Managerial Personnel for the financial year ended on March 31, 2017.

6

Key parameters for any variable component of remuneration availed by the Directors.

Not Applicable as the remuneration of the Directors does not have variable pay component

7

Remuneration as per Policy

The Remuneration paid to Directors/ senior management personnel was as per the Remuneration policy of the Company.

b. Details of remuneration of Employee pursuant to Rule 5 of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014

Sr.

Employee Name

Designation

Educational Qualification

Age

Experience in years

Date of joining

Gross Remuneration in Rs.

Previous employment

1

M.S. Sawant

Managing Director & Cfo

B.Com; CA, ICWA, LLB

58

31

22.09.1986

74,65,733

A.F.Ferguson & Co, Chartered Accountants

2

Suhas Joshi

Company

Secretary

B. Com; LLB, ACS

51

9

10.01.2008

20,93,667

Consultancy Services by forming own company

3

Capt. Suresh Verlekar

Vice President -Commercial

B.Sc;Master Mariner, MICS, EMBA

49

10

01.02.2007

25,47,500

Petronet LNG Limited

22. CEO / CFO CERTIFICATION

The CEO/CFO has issued a certificate pursuant to the provisions of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affairs.

23. CORPORATE SOCIAL RESPONSIBILITY

The provisions of corporate social responsibility are not applicable to the Company.

24. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013, an extract of annual return in form MGT 9 is appended as annexure 4.

25. PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted Code of Conduct for Prevention of Insider Trading. All the Directors, employees etc. who have access to unpublished price sensitive information are governed by the code. During the year under review, there has been due compliance of the said code.

26. GENERAL

The Board of Directors expresses its appreciation for the help and co-operation extended by the Ministry of Surface Transport, Maharashtra Maritime Board, Ministry of Finance, The Directorate General of Shipping, Reserve Bank of India and the Company’s Bankers and Agents. The Board of Directors also appreciates the loyal services rendered and co-operation extended by the Company’s officers and staff, both ashore and afloat.

For and on behalf of the Board of Directors

Place: Mumbai, VIJAY V. CHOWGULE

Date: May 12, 2017 Chairman


Mar 31, 2016

To

The Shareholders,

The Directors present the Fifty Third Annual Report and the Audited Accounts for the year ended March 31, 2016.

1. FINANCIAL RESULTS & APPROPRIATIONS: (Rs. in lakhs)

2015-16

2014-15

Loss before Financial Charges, Depreciation, Exceptional Item & Tax

(420.62)

(1,559.71)

Financial Charges

(33.93)

(52.29)

Depreciation

(456.90)

(811.40)

Loss before Exceptional Item & Tax

(911.45)

(2,423.40)

Loss on sale of vessel

(41.65)

NIL

Profit on Sale of Land

NIL

552.76

Impairment

NIL

(530.85)

Loss on Foreign Currency Translation difference

NIL

(48.83)

Loss before Deferred Tax Provision

(953.10)

(2,450.32)

Reversal of Provision for Deferred Tax (Net)

170.89

406.34

Loss after Tax

(782.21)

(2,043.98)

Brought forward from previous year

888.74

2,949.68

Adjustment as per the Companies Act 2013

NIL

(16.96)

Surplus in Statement of Profit and Loss

106.53

888.74

In view of the loss, the Board of Directors has not recommended any dividend for the year under review. Further, no amount is transferred to Reserves & Surplus.

2. MANAGEMENT DISCUSSION AND ANALYSIS/OPERATIONS REPORT COMPANY''S PERFORMANCE

During the year under review, the freight earnings and charter hire receipts amounted to Rs. 467.05 lakhs as against Rs. 731.54 lakhs in the previous year showing a decrease of Rs. 264.49 lakhs. The Baltic Dry Bulk Index which started the year at 596 in April 2015 scaled down to 429 by March 2016. The dry bulk freight markets have remained depressed for most of the year.

In view of the continued depressed freight market conditions and also in accordance with its policy of rationalization of fleet, the Company disposed off its 1995 built vessel Maratha Providence in October 2015. The Company acquired a new built river-sea vessel to explore opportunities in Indian coastal trade.

INDUSTRY REVIEW & FUTURE OUTLOOK

The year 2015 saw a significant shift in bulk carrier demand with sea borne dry bulk trade estimated to have declined by 5% y-o-y to 4.7 bn tones, following average growth of around 7% p.a. in the preceding five year period. The build-up of surplus capacity as well as limited growth in sea borne trade, continued to place pressure on fundamentals in 2015. The bulk carrier fleet expanded by 2.4% in 2015, which was the slowest pace of growth since 1999. Weak market conditions led to surge in demolition. Deliveries continued at a relatively steady pace but the ordering was very subdued in 2015. However, the problem has now shifted to the demand side, with the dramatic slowdown in Chinese dry bulk imports in 2015 contributing to 0.1% decline in sea borne dry bulk trade in 2015, causing a further build up of oversupply. The average bulker earnings dropped below operating cost of the vessel. The extremely difficult operating environment is leading to aggressive demolition. This is projected to help bulk carrier fleet growth to just 1.5% in 2016 and 0.7% in 2017, while new building interest is expected to be subdued. Despite this notable supply-side adjustment, the outlook for sea borne dry bulk trade growth remains difficult. Looking forward to 2016-17, world sea borne trade is projected to grow at a relatively muted pace. Global GDP expansion is expected to pick up slightly in the short term, to reach 3.4% in 2016 and sea borne trade volume is expected to grow by 2.2%. Considering existing imbalance between demand and supply, the market is likely to remain under pressure in 2016-17.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company has effective systems of internal controls, which are periodically reviewed by the Audit Committee of the Board of Directors.

GOVERNMENT POLICIES

The Indian economy and many developed countries continue to make effort for speedy economic recovery. As part of overall strategy however, the Governments in various countries continue to give priority for development of overall infrastructure. This bode well for overall trade.

INDUSTRIAL RELATIONS

The industrial relations during the year were very cordial and there were no industrial disputes.

THREATS, RISKS & CONCERNS

Freight Risks: The Hire income is subject to freight rate risks and therefore the Company follows the policy of mixture of short period and long period time charter contracts with first class charters to mitigate volatility in freight rates.

Interest Rate Risk: With a view to avoid uncertainty in the interest rate, the necessary forward cover is taken at regular intervals.

Forex Risk: As major portion of the Company''s revenues is generated from international business in the US Dollar terms, the same creates a natural hedge against foreign exchange exposures. The Company reviews Rupee - US Dollar parity on regular basis to protect itself from currency fluctuation risks.

Counter Party Risks: The Company engages into charter contracts with the reputed charters to avoid the risks to the freight earnings. Government Policies: The Company regularly reviews the changes in the applicable government policies affecting operations of the Company. Human Resources: There is a scarcity of floating staff. In view of outsourcing of crew management, the Company gets the benefit of having efficient and cost effective floating staff from the Ship Manager''s pool.

CAUTIONARY STATEMENT

The statements, expressions, information given in this Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed as ''forward looking statements''. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations include demand-supply conditions, changes in Government, global economic scenario, etc.

3. LOAN REPAYMENT

During the year, the Company has repaid loan of R 1,198.14 lakhs (US$ 1.90 million). The total outstanding loan at year end is R NIL.

4. DEFERRED TAX LIABILITY

In terms of the Accounting Standard AS-22 of the Companies (Accounting Standards) Rules 2006, there is a reversal of Deferred Tax liabilities amounting to R 170.89 lakhs for the Financial Year 2015-2016, which is reflected in the Statement of Profit & Loss. The net Deferred Tax Liability of R 464.99 lakhs as at March 31, 2016 is reflected in the Balance Sheet.

5. SUBSIDIARIES

The Company has five overseas subsidiaries including one wholly owned subsidiary and four step-down subsidiaries. During the year Sea Green LLC ceased to be a subsidiary of the Company. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure 2. The Company will make available these documents / details upon request by any member of the Company. However, pursuant to Accounting Standard AS-21 of the Companies (Accounting Standards) Rules 2006, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. The Company does not have any other joint venture/associate company in which it has significant influence. The financial highlights of its wholly owned subsidiary viz. Chowgule Steamships Overseas Limited are as under:

(US $ in millions)

2015-16

2014-15

Income

7.210

12.518

Gross Profit / (Loss) before depreciation and exceptional items

(1.327)

2.926

Depreciation

(5.182)

(5.834)

Impairment

(12.630)

(10.807)

Write-off for cancellation of new build order

(9.344)

-

Net Loss

(28.483)

(13.715)

6. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

7. DIRECTORS

Mr. Vijay V. Chowgule, Chairman and Mr. Mangesh Sawant, Managing Director & CFO, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 149 of the Companies Act, 2013 the Independent Directors are not liable to retire by rotation and they shall hold office for a term up to five consecutive years on the Board of a company from the date of their appointment.

Pursuant to Regulation 36 of the Listing Agreement, the background of the Directors proposed to be re-appointed at the Annual General Meeting is given in the Corporate Governance Report.

Mr. Vijay V. Chowgule is a brother of Prof. Rohini V. Chowgule, Director of the Company.

8. INDEPENDENT DIRECTORS

Pursuant to the requirements of Section 149 of the Companies act, 2013, the Board appointed all Independent Directors as Independent Directors for a period of five years and approval of the shareholders was obtained for the said appointments at the 51st Annual general Meeting held on July 9, 2014.

The Independent Directors have submitted declaration pursuant to Section 149 (7) stating that they meet the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013.

9. INDUCTION AND TRAINING OF THE BOARD MEMBERS

Directors are issued a detailed appointment letter which inter alia sets out terms of appointment, duties, responsibilities etc. of such director. Each independent director of the Company on appointment is given such letter of appointment and also briefed by the Managing Director/ Executive Director about the nature of business of the Company, its finances, operations etc. The Company Secretary also assists the Independent Directors in understanding their statutory duties, obligations and responsibilities as a Director/ Independent Director of the Company. The appointment letter of Independent Directors is available on the Company''s website www.chowgulesteamships.co.in

10. EVALUATION OF PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS

In compliance of the provisions of the Companies Act, 2013 and the Listing Agreement, the evaluation of the performance of the Board for the year under review was carried out. A formal mechanism for evaluation of the performance of the Board, its Chairman, Committees and Directors was adopted. The process was carried out through structured evaluation process covering various important attributes such as composition of Board and Committees, qualifications, experience and competencies, performance of specific duties, attendance of directors at meetings, contribution at the meetings etc.

The evaluation of Independent Directors for the year under review was carried out by the entire Board and that of Chairman and Non Independent Directors was carried out by the Independent Directors.

11. CORPORATE GOVERNANCE

In terms of the listing agreement with the Bombay Stock Exchange Ltd., the Corporate Governance Report is annexed hereto and forms a part of this Report.

12. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The said Code has been hosted on the website of the Company. All the Board Members and Senior Management have affirmed compliance to the Code.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors state: “That

In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 loss of the Company for that period.

The Directors have taken proper and sufficient care 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.

The Directors have prepared the annual accounts on a “going concern basis".

The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

14. AUDITORS Statutory Auditors

The shareholders at their Fifty First Annual General Meeting held on July 9, 2014 approved appointment of M/s S B Billimoria & Co, Chartered Accountants, as the Auditors of the Company, for a term of consecutive three years, subject to ratification by the shareholders every year, as per the provisions of Section 139 of the Companies Act 2013 read with Rules made there under. Accordingly, ratification of the shareholders for the appointment of M/s. S.B. Billimoria & Company, Chartered Accountants, as Auditors from conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting is being obtained at the ensuing Annual General Meeting. The Auditors, being eligible, have given their consent for re-appointment.

Secretarial Auditors

V. N. Deodhar & Co., Practicing Company Secretaries, were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2015-16 forms part of the Annual Report as Annexure 5 to the Board''s Report.

15. THE COMPANIES (Appointment and Remuneration of Managerial Personnel) RULES, 2014

There are no employees covered under the above Rules in respect of whom particulars are required to be furnished.

16. THE COMPANIES (Accounts) RULES, 2014

In accordance with the requirements of Rule 8 (A) of the Companies (Accounts) Rules 2014, a statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure I).

17. Material Changes and Commitments affecting Financial Position

There have been no material changes and commitments which have occurred between the end of financial year and the date of this report which can have impact on financial position of the Company.

18. The policy on appointment and remuneration of directors is discussed in Corporate Governance Section annexed to this Report.

19. There have been no significant material orders passed by courts, tribunals or regulatory authorities which can have impact on going concern status of the Company and its operations.

20. Loans, Investment and Guarantees etc - There have been no loans / guarantees given or investments made in the group companies during the year.

21. The Company has not accepted/renewed any Fixed Deposits during the year ended March 31, 2016.

22. Disclosure pursuant to The Companies (appointment and Remuneration of Managerial Personnel) Rules 2014.

Sr.

Requirements

Disclosure

1

Ratio of remuneration of Director to median remuneration of employees for the financial year

MD & CFO - 6X

2

Percentage increase in remuneration of Managing Director & CFO and Company Secretary

MD & CFO -NIL Company Secretary -NIL

3

Percentage increase in median remuneration of employees in the financial year

NIL

4

Number of permanent employees

8 employees

5

Explanation on average increase in remuneration and company performance

The Company has incurred loss for the year ended March 31, 2016. However, there was an increase in overall remuneration of employees of the Company at an average rate of 4% excluding the Managing Director & CFO. The increase in remuneration is on account of normal annual increments as per the grade. Such increase was granted after considering the increased cost of living, industry standard, performance of particular employees and the same is in line with the Company''s policy on remuneration.

6

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company

Not Applicable as the Company suffered loss

7

Variation in the market capitalization, PE ratio as at the closing date of current financial year and previous financial year and percentage increase over /decrease in the market quotations of the shares in comparison

Particulars 31.03.16 31.03.15

Market Cap. 50.10 Cr 86.95 Cr P/E ratio

EPS (2.15) (5.63) Decrease in Market Cap 42.38 %

8

Average percentile increase already made in the salaries other than the Managerial Personnel in the last financial year and its comparison with the percentile in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

There was an increase of about 4% in salaries of employees other than Managerial Personnel during the year 2015-16. The remuneration of Managerial Personnel was increased by 59% on account of elevation of the Executive Director & CFO to Managing Director & CFO effective April 1, 2015. The remuneration of Managerial Personnel is in line with industry standard and as approved by the Shareholders.

9

Comparison of each remuneration of the key managerial personnel against the performance of the Company

Not Applicable since the Company has incurred loss

10

The key parameters for any variable component of remuneration availed by directors

NA. The Company does not have any variable pay structure for its directors

11

The ratio of remuneration of the highest paid director to employees who are not directors but receive remuneration in excess of highest paid directors

Nil. The Company did not have any employee who was not a director and who was in receipt of remuneration in excess of that of highest paid director.

12

Remuneration as per Policy

The Remuneration paid to Directors/ senior management personnel was as per the Remuneration policy of the Company.

23. CEO / CFO Certification

The Managing Director & CFO has issued a certificate pursuant to the provisions of Regulation 17 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibilities are not applicable to the Company.

25. EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of annual return in form MGT-9 is appended as Annexure 4.

26. GENERAL

The Board of Directors expresses its appreciation for the help and co-operation extended by the Ministry of Surface Transport, Maharashtra Maritime Board, Ministry of Finance, The Directorate General of Shipping, Reserve Bank of India and the Company''s Bankers and Agents. The Board of Directors also appreciates the loyal services rendered and co-operation extended by the Company''s officers and staff, both ashore and afloat.

For Chowgule Steamships Limited

Place: Mumbai, VIJAY V. CHOWGULE

Date : May 06, 2016 Chairman


Mar 31, 2013

To The Shareholder

The Directors present the Fiftieth Annual Report and the Audited Accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS & APPROPRIATIONS:

(Rs. in Lakhs)

2012-13 2011-12

Profit/(Loss) before Financial Chafes, Depreciation, Exceptional Item & Tax (146.20) 1,318.26

Financial Charges 60.29 74.50

Depreciation 374.04 1,021.97

Profit/(Loss) before Exceptional Item & Tax '' (580.53) 221.79

Profit on Sale of Lan 269.30

• Impairment (994.36) (2,600.11)

Foreign Currency Translation difference '' (114.45) (415.35)

Loss before Taxation (1,420.04) (2,793.67)

Provision for Taxation - Current (314.00)

Loss before Deferred Tax Provision (1,420.04) (3,107.67)

Provision for Deferred Tax (Net) 352.00 1,446.77

Loss after Tax (1,068.04) (1,660.90)

Brought forward from previous year 4,054.20 5,713.70

Available for appropriation 2,986.16 4,052.80

Excess provision of dividend tax of earlier year 1.40

Balance Transferred to Balance Sheet . 2,986.16 4,054.20

In view of the loss, the Board of Directors has not recommended any dividend for the year under review.

2. LOAN REPAYMENT

During the year, the Company has repaid loan of X 1,615.45 lakhs (US$ 3 million). The total outstanding loan at year end is Rs. 1,918 lakhs (US $ 3.50 million).

4. DEFERRED TAX LIABILITY

In terms of the Accounting Standard AS-22 issued by The Institute of Chartered Accountants of India, there is a reversal of Deferred Tax liabilities amounting to X 352 lakhs for the Financial Year 2012-2013, which is reflected in the Statement of Profit 6> Loss. The net Deferred Tax Liability of X 1,342 lakhs as at March 31, 2013 is reflected in the Balance Sheet.

5. SUBSIDIARIES

During the year under review Chowgule Steamships Overseas Limited raised US $ 14.50 Million by way of Convertible Redeemable Shares (CRS) to meet its fund requirements for acquisition of vessel. Out of the above CRS, the Company has subscribed to CRS aggregating US $ 5.5 Million. The CRS have tenure of 10 years and each CRS can be converted in one equity share at the option of the subscriber. The total investment of the Company in the Share Capital of Chowgule Steamships Overseas Ltd. (CSOL), a wholly owned subsidiary, stands at US$ 9.2 million in Ordinary Shares (same as previous year) and US $ 5.5 Million in CRS. CSOL, in terms of its expansion plan, has so far taken delivery of four new built vessels. The financial highlights of CSOL''s operations are as under:

2012-13 2011-12 (In US $ million) (In US $ million)

Income 13.370 13.155

Gross Profit before depreciation (2.205) (2.725)

Depreciation and impairment '' (26.476) (19.400)

Net Loss (24.271) (16.675)

6. SUBSIDIARIES - EXEMPTION

In terms of general approval granted by the Central Government vide notification No.5/12/2007-CL—III dated 8th February, 2011 under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Statement of Profit and Loss, and Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents / details upon request by any m''ember of the Company. However, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries.

7. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

8. DIRECTORS

Mr. Jaywant Y Chowgule, Admiral (Retd.) Madhvendra Singh and Mr Mangesh Sawant, Directors, retire by rotation at the ensuing Annual

General Meeting and are eligible for re-appointment.

During the year under review, the Board of Directors.has appointed Mr. Farokh Guzder as an Additional Director, who holds office upto the date of ensuing Annual General Meeting. It is proposed to obtain approval of Shareholders at the ensuing Annual General Meeting for the appointment of Mr. Farokh Guzder as a Director liable to retire by rotation.

Pursuant to Clause 49 of the Listing Agreement, the background of the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given in the Corporate Governance Report.

9. CORPORATE GOVERNANCE

In terms of the listing agreement with the Bombay Stock Exchange Ltd., the Corporate Governance Report is annexed hereto and forms a part of this Report.

10. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The said Code has been hosted on the website of the Company. All the Board Members and Senior Management have affirmed compliance to the Code.

11. DIRECTORS'' RESPONSIBILITY STATEMENT The Directors state as under:

"That

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistentry 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 loss of the Company for that period.

c) 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.

d) The Directors have prepared the annual accounts on a "going concern basis".

12. AUDITORS

The shareholders are requested to appoint auditors for the ensuing year and to fix their remuneration. M/s. S.B. Billimoria £Rs. Company, Chartered Accountants, the retiring Auditors, being eligible, have given their consent for re-appointment.

13. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, AS AMENDED

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 in respect of whom particulars are required to be. furnished.

14. THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure I).

15. GENERAL

The Board of Directors expresses its appreciation for the help and co-operation extended by the Ministry of Surface Transport, Maharashtra Maritime Board, Ministry of Finance, The Directorate General of Shipping, Reserve Bank of India and the Company''s Bankers and Agents. The Board of Directors also appreciates the loyal services rendered and co-operation extended by the Company''s officers and staff, both ashore and afloat.

For Chowgule Steamships Limited

Place: Mumbai, VIJAy V. CHOWGULE

Date: May 09, 2013 Chairman


Mar 31, 2011

The Directors present the Forty Eighth Annual Report and the Audited Accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS & APPROPRIATIONS

2010-11 2009-10 (Rs. in Million) (Rs. in Million)

Profit before Financial Charges, depreciation, Exceptional Item & Tax 122.209 31.224

Financial Charges 10.135 25.264

Depreciation 118,566 147.882

Profit/(Loss) before Exceptional Item & Tax (6.492) (141.922)

Profit/(Loss) on Sale of ships (12.316) 615.635

Foreign Currency Translation difference 4.180 99.790

Profit/doss) before Taxation (14.628) 573.503

Provision for Taxation-Current (50.500) (89.100)

MAT Credit entitlement - 89.100

Income Tax of earlier years - 2.522

Profit/CLoss) before Deferred Tax Provision (65.128) 576.025

Provision for Deferred Tax (Net) 54.990 (167.134)

ProfiVCLoss) after Tax (10.138) 408.891

Brought forward from previous year 623.636 298.909

Available for Appropriation 613.498 707.800

Transferred to General Reserve (statutory) - 20.445

Proposed Dividend 36.308 54.463

Tax on Proposed Dividend 5.820 9.256

Balance Transferred to Balance Sheet 571.370 623.636

DIVIDEND

In view of the loss/ inadequacy of profits for the year under review, your Directors have recommended a Dividend of Rs. 1/- (10 %) per equity share on 3,63,08,425 equity shares for the financial year 2010-2011 out of the accumulated profits of the earlier years.

3. LOAN REPAYMENT

During the year, the Company has repaid loan of Rs. 3,418.50 Lacs (US$ 7.50 million). The total outstanding loan at year end is Rs. 4,288.30 Lacs (US $ 9.50 million).

4. DEFERRED TAX LIABILITY

In terms of the Accounting Standard AS-22 issued by The Institute of Chartered Accountants of India, the Company has recognized Deferred Tax Assets of Rs. 549.90 Lacs for the Financial Year 2010-2011, which is reflected in the Profit & Loss Account. The net Deferred Tax Liability of Rs. 3,140.77 Lacs as at March 31, 2011 is reflected in the Balance Sheet.

5. SUBSIDIARIES

The total investment of the Company in the Share Capital of Chowgule Steamships Overseas Ltd. (CSOL), a wholly owned subsidiary, stands at US$ 9.2 million (same as previous year). During the previous years, CSOL, in terms of its expansion plan, has signed contracts for acquisition of vessels. The deliveries of these vessels have started from March 2011. The financial highlights of CSOLs operations are as under:

2010-11 2009-10 (In US $ million) (In US $ million)

Income 9.837 13.272

Gross Profit before depreciation 7.241 9.221

Depreciation 1.156 1.072

Net Profit 6.085 8.149

6. SUBSIDIARIES - EXEMPTION

In terms of general approval granted by the Central Government vide notification No.51/12/2007-CL—III dated 8th February, 2011 under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, and Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. The Company will make available the Annual Accounts of these subsidiary companies and the related detail information upon request by any member of the Company.

7. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

8. DIRECTORS

Admiral Madhvendra Singh, Mr. Sanjiv N. Shah and Mr. Nathan R. Chowgule, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The background of the Directors proposed to be appointed / re-appointed at the Annual General Meeting pursuant to Clause 49 of the Listing Agreement is given in the Corporate Governance Report.

9. CORPORATE GOVERNANCE

In terms of the listing agreement with the Bombay Stock Exchange Ltd., the Corporate Governance Report is annexed hereto and forms a part of this Report.

10. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The said Code has been hosted on the website of the Company. All the Board Members and Senior Management have affirmed compliance to the Code.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) 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 loss of the Company for that period.

c) 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.

d) The Directors have prepared the annual accounts on a going concern basis.

12. AUDITORS

Ws. S.B. Billimoria & Company, Chartered Accountants, the retiring Auditors, being eligible, have given their consent for re-appointment. The shareholders are requested to appoint auditors for the ensuing year and to fix their remuneration.

13. PARTICULARS OF EMPLOYEES

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 in respect of whom particulars are required to be furnished.

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

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure I).

15. GENERAL

Notes forming part of accounts are self explanatory.

16. ACKNOWLEDGEMENT

The Board of Directors expresses its appreciation for the help and co-operation extended by the Ministry of Surface Transport, Maharashtra Maritime Board, Ministry of Finance, the Directorate General of Shipping, Reserve Bank of India and the Companys Bankers and Agents. The Board of Directors also appreciates the loyal services rendered and co-operation extended by the Companys officers and staff.

For Chowgule Steamships Limited

VIJAYV.CHOWGULE Chairman

Place: Mumbai, Date : April 21, 2011


Mar 31, 2010

The Directors present the Forty Seventh Annual Report and the Audited Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS & APPROPRIATIONS:

2009-10 2008-09 (Rs.in Million) (Rs.in Million) Profit before Financial Charges, Depreciation, Exceptional Item & Tax 31.224 821.342 Financial Charges 25.264 57.351 Depreciation 147.882 182.942 Profit before Exceptional Item & Tax (141.922) 581.049 Profit on Sale of a ship 615.635 - Foreign Currency Translation Difference 99.790 (223.850) Profit before Taxation 573.503 357.199 Provision for Taxation - Current (89.100) (179.515) MAT Credit Entitlement 89.100 - Provision for FBT - (0.429) Income Tax of earlier years 2.522 (3.252) Profit before Deferred Tax Provision 576.025 174.003 Provision for Deferred Tax (Liability Charged)/Asset Reversed (167.134) 58.306 Profit after Tax 408.891 232.309 Brought forward from previous year 298.909 391.935 Available for Appropriation 707.800 624.244 Transferred to General Reserve (statutory) 20.445 11.616 Transferred to General Reserve (others) - 250.000 Proposed Dividend 54.463 54.463 Tax on Proposed Dividend 9.256 9.256 Balance Transferred to Balance Sheet 623.636 298.909

DIVIDEND

In view of the satisfactory financial results, your Directors have pleasure in recommending a Dividend of Rs.1.50(15%) per equity share on 3,63,08,425 equity shares for the financial year 2009-2010.

3. LOAN REPAYMENT

During the year, the Company has repaid loan of Rs. 1,543.50 lakhs (US$ 3 million). The total outstanding loan at year end is Rs. 7,748.60 lakhs (US $ 17 million).

4. DEFERRED TAX LIABILITY

In terms of the Accounting Standard AS-22 issued by The Institute of Chartered Accountants of India, the Company has recognized Deferred Tax Liability of Rs.1,671.34 lakhs for the financial year 2009-2010, which is reflected in the Profit & Loss Account. The net Deferred Tax Liability of Rs. 3,690.67 lakhs as at March 31, 2010 is reflected in the Balance Sheet.

5. SUBSIDIARIES

The total investment of the Company in the Share Capital of Chowgule Steamships Overseas Ltd. (CSOL), a wholly owned subsidiary, stands at US$ 9.2 million (same as previous year). During the previous years, CSOL, in terms of its expansion plan, has signed contracts for acquisition of vessels. The deliveries of these vessels will start from July 2010 this year. The financial highlights of CSOLs operations are as under:

2009-10 2008-09 (In US $ million) (In US $ million) Income 13.272 27.246 Gross Profit before depreciation 9.221 22.864 Depreciation 1.072 1.072 Net Profit 8.149 21.792

6. SUBSIDIARIES - EXEMPTION

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, and Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents / details upon request by any member of the Company. However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries.

7. INSURANCE

The fleet of the Company has been adequately insured against Marine and War Risks.

8. DIRECTORS

At the meeting of Board of Directors (Board) held on April 22, 2010, Mr. M.P. Patwardhan, Director, relinquished office as a

Director of the Company with immediate effect due to pre-occupation. The Board places on record its sincere appreciation for the advise and services rendered by Mr. Patwardhan during his tenure as a Director of the Company.

The Board at the said meeting has also appointed Mr. Mangesh S. Sawant, the erstwhile Manager pursuant to Section 269 of the

Companies Act, 1956, as the Whole-time Director of the Company, designated as Executive Director & CFO, for a period of three years w.e.f. April 22, 2010. Approval of members is being sought to the appointment of Mr. Sawant as the Whole-time Director of the Company.

Mr. M.R.B. Punja, Mr. Dhananjay N. Mungale and Mr. Jaywant Y. Chowgule, Directors, retire by rotation at the ensuing Annual

General Meeting and are eligible for re-appointment.

The background of the Directors proposed to be appointed / re-appointed at the Annual General Meeting pursuant to Clause 49 of the Listing Agreement is given in the Corporate Governance Report.

9. CORPORATE GOVERNANCE

In terms of the listing agreement with the Bombay Stock Exchange Ltd., the Corporate Governance Report is annexed hereto and forms a part of this Report.

10. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board Members and senior management personnel of the Company. The said Code has been hosted on the website of the Company. All the Board Members and senior management personnel have affirmed compliance to the Code.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Directors state that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) 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 profits of the Company for that period.

c) 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.

d) The Directors have prepared the annual accounts on a going concern basis.

12. AUDITORS

The shareholders are requested to appoint auditors for the ensuing year and to fix their remuneration. M/s. S.B. Billimoria & Company, Chartered Accountants, the retiring Auditors, being eligible, have given their consent for re-appointment.

13. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, AS AMENDED

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Rules framed there under forms part of this report. In terms of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report and Accounts are being sent to the Shareholders of the Company excluding the aforesaid information. Any Shareholder interested in obtaining a copy of the said information may write to the Company Secretary.

14. THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF

DIRECTORS) RULES, 1988

In accordance with the requirements of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the statement annexed hereto gives the particulars as required under the said rules and forms part of this Report (Annexure I).

15. GENERAL

The Board of Directors expresses its appreciation for the help and co-operation extended by the Ministry of Surface Transport, Maharashtra Maritime Board, Ministry of Finance, the Directorate General of Shipping, Reserve Bank of India and the Companys Bankers and Agents. The Board of Directors also appreciates the loyal services rendered and co-operation extended by the Companys officers and staff, both ashore and afloat.

For Chowgule Steamships Limited Place: Mumbai, VIJAY V. CHOWGULE Date : April 22, 2010 Chairman

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