The Directors take pleasure in presenting the Nineteenth Annual Report of the Company together with Audited Statement of Accounts for the 15 months period ended March 31, 2012.

FINANCIAL HIGHLIGHTS

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

                                                          (Rs. in crores)

Particulars                            For the Period     For the year 
                                                Ended            Ended
                                           31.03.2012       31.12.2010
                                          (15 months)       (12 months)

Sales & Other Income                         1,130.49           730.39

Profit Before Interest, 
Depreciation and Taxes                         360.08           198.43

Interest                                        50.55            13.32

Depreciation                                    89.04            40.24

Provision For Tax                               36.42            23.74

Profit After Tax                               184.07           121.13

Prior Period Adjustments For 
Tax and Expenses                                  -              12.38

Profit Brought Forward From 
Previous Year                                  319.38           244.24

Amount Available For Appropriations            503.45           377.75 
 Appropriations:

Interim Dividend                                13.05             6.81
   
Tax on Interim Dividend                          2.12             1.13

Proposed Dividend                                6.53            32.63

Tax on Dividend                                  1.06             5.29

Transfer to General Reserve                     18.50            12.50

Profit carried to Balance Sheet                462.19           319.39

The period under review was challenging and opportunistic for your Company as macroeconomic environment continued to remain unstable and volatile. In-spite of all odds, your company recorded significant growth and robust performance at all levels. The growth oriented performance is grossly attributable to Company's customer-centric approach and its ability to innovate customer specific solutions, focus on pricing and aggressive marketing strategy, disciplined project executions, focused management approach, prudent financial and human resources management and ensuring better control over cost.

Stand-alone Performance:

Your Company has earned total revenue of Rs. 1,130.49 crore and earned a net profit of Rs. 184.07 crore as compared to revenue of Rs. 730.39 crore and net profit of Rs. 121.13 crore in preceding financial year, representing 24% & 22% growth in revenue and net profit respectively on annualized basis.

Earnings before interest, tax and depreciation (EBITDA) is Rs. 360.08 crore as compared to Rs. 198.43 crore in preceding financial year, representing 45% growth on annualized basis.

Consolidated Performance:

Your Company has earned total revenue of Rs. 4,324.52 crore and earned a net profit after minority interest of Rs. 284.53 crore as compared to revenue of Rs. 2,889.93 crore and net profit after minority interest of Rs. 165.92 crore in preceding financial year, representing 20% & 37% growth in revenue and net profit respectively on annualized basis. Earnings before interest, tax and depreciation (EBITDA) is Rs. 573.53 crore as compared to Rs. 298.35 crore in preceding financial year, representing 54% growth on annualized basis.

Overall, the company is on a strong growth path and its efforts to improve efficiency, productivity and profitability will improve overall returns. For detailed segment wise performance, members are requested to refer Management Discussion and Analysis Report annexed to this report.

APPROPRIATIONS

Considering the profitable performance of the Company during the period under review, your Directors are pleased to recommend final dividend @ 25% i.e. Rs. 0.50 per equity share of Rs. 2/- each.

The total dividend, including the interim dividend paid @ 50% in November 2011, will be 75% i.e. Rs. 1.50 per equity share of Rs. 2/- each. The Dividend, if approved by the members at the ensuing Annual General Meeting, together with interim dividend paid in November 2011, will absorb a sum of Rs. 22.76 crore including dividend distribution tax.

SUBSIDIARY COMPANIES

During the period under review, your Company and its subsidiaries have made investments / divested investments / discontinued business operations in the following companies:

- Acquired 100% equity stake in MHTC Logistics Private Limited., a company engaged in the business of Project Logistics and Freight Forwarding;

- Acquired 70% equity stake in Universal Container Freight Station Private Limited (name changed to Transindia Logistic Park Private Limited), a company engaged in the business of Container Freight Station / Inland Container Depot Business;

- Acquired 100% equity stake in Amfin Consulting Private Limited, a company engaged in the business of Trading and Investment, through Contech Transport Services Private Limited, the wholly owned subsidiary of the Company;

- Formed Contech Transport Services (Pvt) Ltd, as 100% subsidiary of Contech Transport Services Private Limited, in Sri Lanka;

- Formed HC Logistics Limited as 100% subsidiary of Hindustan Cargo Limited, the wholly owned subsidiary of the Company;

- Acquired through Hindustan Cargo Limited, the wholly owned subsidiary of the Company, 100% equity stake in Credo Shipping Agencies (I) Private Limited, a company engaged in the Shipping Line business;

- Ecu International NV, subsidiary of Echoed NV, acquired 33.33% stake in Flamingo Line El Salvador SA de CV With acquisition of balance stake, Flamingo Line El Salvador SA de CV has become wholly owned subsidiary of the Company;

- Ecu International NV, subsidiary of Ecuhold NV, acquired 33.33% stake in Flamingo Line de Guatemala S.A. With acquisition of balance stake, Flamingo Line de Guatemala S.A. has become wholly owned subsidiary of the Company;

- Formed a joint venture company Ecu Line Saudi Arabia LLC in which Ecuhold NV, holds 70% stake;

- Ecuhold NV increased its stake from 51% to 63% in SHE Maritime Services Limited;

- ECU-TRANS N.V, D & E Transport NV, ECU Heavy Lift, W.L.L., ECU Line Italy TRC srl, AMI Ventures Limited, ECU Line de Guatemala S.A. step down subsidiaries, have ceased their operations and accordingly they are liquidated / dissolved.

The stand-alone audited financial statements of all subsidiaries operating in India and Overseas are not attached to this report in view of general exemption granted under Section 212 of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India vide its Circular No.51/12/2007- CL-III dated February 8, 2011 and February 21, 2011. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies along with a statement of financial highlights of subsidiaries operations providing relevant details are attached and form part of this Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and related information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standard AS-21 -Consolidated Financial Statements read with Accounting Standard AS 23-Accounting for Investment in Associates and Accounting Standard AS 27-Financial Reporting of interest in joint Ventures, which includes financial results of its subsidiaries, joint ventures and associate companies and forms part of this Annual Report.

EMPLOYEES STOCK OPTION PLAN 2006

Disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, relating to the Company's ESOP Scheme as on March 31, 2012 are set out in Annexure II annexed to this report.

A certificate from the Statutory Auditors of the Company M/s. B S R & Co., Chartered Accountants, Mumbai and M/s Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, with respect to the implementation of Company's ESOP Scheme, will be placed before the Members at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days, except Saturday and Sunday, between 11.00 a.m. to 2.00 p.m., upto the date of Annual General Meeting.

SHARE CAPITAL AND LISTING OF SHARES

During the period under review, your Company had issued and allotted 30,354 equity shares of Rs. 2/- each to its employees and employee of overseas subsidiary company against exercise of options granted to them under "Allcargo Employee Stock Option Plan 2006". Consequently, the total paid up capital of the Company has increased from Rs. 261,033,936 comprising of 130,516,968 equity shares of Rs. 2/- each to Rs. 261,094,644 comprising of 130,547,322 equity shares of Rs. 2/- each.

The Equity Shares of the Company are listed and traded in compulsory dematerialized form on BSE Limited and National Stock Exchange of India Limited. Your Company has paid the Annual Listing fee and Annual Custody fees to the Stock Exchanges and Depositories up-to-date.

CHANGE OF NAME OF THE COMPANY

The Company was incorporated on August 18, 1993 under the name and style "All Cargo Movers (India) Private Limited". The name was subsequently changed to All cargo Global Logistics Private Limited. On becoming a public company, the name was further changed to All cargo Global Logistics Limited. The rationale behind the change of name from All cargo Movers to All cargo Global was to exhibit the global operations of the Company in its name especially after acquisition of Ecu Line business in the year 2005 & 2006.

Since the Company has established its global presence and is in the process of reviewing its brand and has further strengthened the same by offering wide spectrum of integrated logistic activities and solutions and further with a view to reflect the integrated logistic activities in its name, the name of the Company has been changed from All cargo Global Logistics Limited. to All cargo Logistics Limited w.e.f. July 29, 2011.

DE-MERGER OF PROJECT LOGISTICS BUSINESS BY MHTC LOGISTICS PRIVATE LIMITED

Your Company acquired 100% equity stake of MHTC Logistics Private Limited ('MHTC') during the period under review. MHTC is engaged in the business of Project Logistics and Freight Forwarding. Considering the business synergy existing in the Project Logistics business of the Company and MHTC, the Board of Directors of both the companies thought it prudent in the best interest of both the companies to de- merge the Project Logistics business of MHTC in favor of the Company with effect from April 1, 2012 in accordance with provisions of Section 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956.

The proposed de-merger of the Project Logistics Business by MHTC in favor of your Company would have following resultant benefits:

- It would result in managing the Project Logistics Business through a single network and under one roof. It will thus be possible to combine the Project Logistics business of MHTC and All cargo under one umbrella without incurring avoidable expenditure on infrastructure and will enable All cargo to avail expertise in ventures of an industrial and commercial nature.

- All cargo will be in a better position to avail of the financial, human and other capital resources of MHTC and its expertise in the Project Logistics business. Such an arrangement will enable the Company to expand the Project Logistics business operations with minimum additional cost and shortest possible time;

- The financial position of the Company will be better as compared to that of the stand-alone entities; and

- The integration proposed would enable cost savings, optimum utilization of available resources which will enhance the management focus thereby not only leading to higher profitability but will also increase shareholder's value.

The Scheme of Arrangement comprising of de-merger duly approved by the Board of Directors of both the companies shall be subject to approval by the Members and Creditors of both the companies and approval by the Hon'ble Bombay High Court.

AWARDS AND RECOGNITION

The period under review was very special for your Company as it has received many awards and recognitions for the significant contribution made by your Company in development and growth of the logistic industry.

* Most Well Diversified Business Enterprise' by City Commercial Bank & Economic Times

* Freight Forwarder of the Year (Indian)" by the Maritime and Logistics Awards (MALA) 2011

* Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was awarded "Outstanding Logistics Professional of the Year" by Maritime and Logistics Awards (MALA) 2011

* Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was honoured with "CEO of the Year with HR Orientation" Asia's Best Employer Brand Awards

* Mr. Shashi Kiran Shetty, the Chairman & Managing Director of the Company, was honoured with a port of Antwerp award for 'Outstanding Contribution in the commercial and human areas" for strengthening the relationship between the Port of Antwerp and India.

* LCL Consolidator of the Year" by 3rd South East CEO Conclave & Awards

* Indian Freight Forwarder of the Year" - 1st Northern India Multimodal Logistics Award

* All cargo has been ranked at No. 223 in the ET 500-2011 list by "The Economic Times".

Your Company believes that winning of such recognitions was due to the hard work, passion and spirit of team work of the employees and thoughtful leaders, whose novel thinking and innovative approach have led them to attain excellence in their field. These awards are a testimony to the commitment to the stakeholders of the Company and seamless integrated logistics solutions.

DIRECTORS

The Board of Directors of the Company has co-opted Mr. Hari L. Mundra and Mr. Umesh Shetty as Additional Directors on the Board of the Company under Section 260 of the Companies Act, 1956. Mr. Hari L. Mundra is a Non Executive Independent Director and Mr. Umesh Shetty is Executive Director. Mr. Hari L. Mundra and Mr. Umesh Shetty shall hold their respective offices up to the date of the ensuing Annual General Meeting. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature for the office of Directors at the ensuing Annual General Meeting of the Company. The Board recommends their appointment at the ensuing Annual General Meeting.

Mrs. Arathi Shetty was appointed as Whole Time Director of the Company for a period of 5 years effective from April 1, 2007. In accordance with the terms of appointment, her term of office expired on close of the business hours on March 31, 2012. Due to her pre-occupation, Mrs. Arathi Shetty has expressed her unwillingness to continue as Whole Time Director and accordingly her term has not been renewed. However, she continues to serve on the Board of the Company as a Non Executive Director of the Company w.e.f April 1, 2012.

In accordance with the provisions of the Companies Act, 1956 and that of Articles of Association of the Company, Mr. Kaiwan Kalyaniwalla, Mr. Satish Gupta and Mr. Keki Elavia, Non Executive and Independent Directors of the Company, retire by rotation at this Annual General Meeting. Being eligible, they offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of Mr. Hari L. Mundra, Mr. Umesh Shetty, Mr. Kaiwan Kalyaniwalla, Mr. Satish Gupta and Mr. Keki Elavia as required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, are included in the Corporate Governance Report annexed to this Annual Report.

AUDITORS

M/s. B S R & Co., Chartered Accountants, Mumbai (Firm Registration No. 101248W), and M/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, (Firm Registration No. 117040W) the Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. B S R & Co. and M/s. Appan & Lokhandwala Associates to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The Audit Committee and Board of Directors recommend re-appointment of M/s. B S R & Co. and M/s. Appan & Lokhandwala Associates as Statutory Auditors of the Company to hold their respective offices from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

Auditors Observation:

The Statutory Auditors of the Company have made an observation in their report that the Company has paid remuneration aggregating to Rs. 2.43 crore for the years ended December 31, 2009 and December 31, 2010 to a relative of a Director and remuneration aggregating to Rs. 3.77 crore for the period from January 1, 2011 to March 31, 2012 to relatives of certain Directors, subject to prior approval of the Central Government as per the requirements of Section 314 of the Companies Act 1956. The Company is yet to receive Central Government approval in respect of the same.

The Company has made an application to the Central Government as per the requirements of Section 314 of the Companies Act, 1956 in respect of appointment and payment of remuneration to relatives of certain directors. Pending the Central Government approvals, the Company has paid remuneration to the appointees as approved by the Members and the Board of Directors of the Company with a condition that such remuneration or part thereof shall be refunded if the Central Government declines to approve or modifies the remuneration payable to them.

Apart from the above, the observations and comments given by Auditors in their report read together with notes to accounts are self explanatory and hence do not call for any further comments.

INTERNAL AUDIT

The Company has an adequate internal audit system implemented by in-house department and supported by independent Chartered Accountants firms to carry out audit of various branches and functions of the Company and its subsidiaries.

Systems, procedures and processes are being upgraded / implemented to further strengthen the existing internal control measures, procedures and processes to increase operational efficiencies and to safeguard the Company from any fraud, misrepresentation and non-compliance with statutory requirements.

PUBLIC DEPOSITS

During the period under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made there under.

SAFETY, HEALTH AND ENVIORNMENT

Your Company believes in safety and health enrichment of its employees and committed to provide a healthy and safe workplace for all its employees at each work location. Successfully managing Health & Safety risks is an essential component of our business strategy. The Company has identified Health & Safety risk arising from its activities and has put proper systems, processes and controls mechanism to mitigate them.

The Company has been taking various safety and welfare measures to protect its employees, equipments and other assets from any possible loss and / or damages. To implement such safety and welfare measures, the Company has formulated various policies such as Drug & Alcohol Policy, Occupational Health Policy, Driver & Vehicle Safety Policy, Mobile Telephone Policy, Smoking Policy etc.

The Equipment Hiring Division is Occupational Health & Safety Management Systems (OHSAS) compliant and a member of the globally recognized Lifting Equipment Engineers Association (LEEA, UK) and ISO certified. All Custom Freight Station (CFS) / Inland Container Depot (ICD) are certified for OHSAS.

The following safety measures are being taken at various locations:

- Fire & Safety drills are conducted for all employees and Security personnel;

- All Fire hydrants are monitored strictly, as the preparedness for fire emergency;

- All equipments are tested periodically to verify its safe load working condition;

- Safety Awareness Campaign and Safety week are being held / celebrated at each location to improve the awareness of employee;

- O HSAS audits and Fire & Safety audits are conducted by competent agencies at regular intervals;

- H azMat training is provided to all CFS employees;

- H edical Health check-up of all employees are conducted at regular intervals;

- CCTV & Safety alarms are installed at each locations;

- Hll equipments are mandatorily ensured with PUC;

- RTG are being put into use instead of Reach Stackers to control environment pollution caused due to diesel consumption;

- Each equipment is put through comprehensive Quality Audit & Testing to ensure strong compliance to Maintenance, Safety and Reliability aspects as per specifications by various OEMs;

- Green initiatives are taken at various locations to protect the environment.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is basically a concept whereby companies decide voluntarily to contribute to a better society and a cleaner environment.

Robert F. Kennedy once said, "The future is not completely beyond our control. It is the work of our own hands". At All cargo, we invest in the youth of tomorrow, who is our future, transforming their today, to empower and create better opportunities for them.

Our Company actively invests in college and school infrastructure, offering scholarships to under-privileged students based on meritocracy and accomplishments. We have provided infrastructure funding to schools in Maharashtra across small towns like Koproli, Panvel and colleges in Dombivali, New Mumbai and Kalladka in the Bantwal District. We offer scholarships, donations and provide support for the children from the lower sections of society, at a college in the Bantwal District, IT colleges in Mumbai and JNPT (New Mumbai) and to children of our own contract employees. We initiated the 'Anando program' in Uran, in collaboration with a NGO 'Light of Life Trust', where we worked with two schools to decrease the drop out ratio of children, by providing financial support, guidance, mentoring etc.

All cargo supports social causes and also has a keen focus on preserving our environment. We make regular contributions to the Cancer Society and the Mother Teresa Foundation that offers help across various associations for the blind in India. We have been active participants of the Mumbai Marathon for the past 3 years, making significant donations to all noble causes that this marathon has supported. Our Company has also been active in organizing eye camps and various fund raisers that support different charities through different Lions and Rotary clubs in Mumbai. We are the members of the BNHS, an association which supports and strives for the wild life preservation.

At All cargo, we believe that for an effective CSR, it has to be the ethos of a Company and built into its value system, reflecting in every interaction that the organization has with each of its stakeholder. And we endeavor every year to do more for our society, our youth, our environment, our stakeholders, in an attempt to change every life that we touch..

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the period ended on that date;

(c) the Directors had 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; and

(d) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in utilizing their expertise and involving them in all critical decision making processes.

A separate report on Corporate Governance together with requisite certificate from M/s. Mehta & Mehta, Practicing Company Secretaries, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed and forms a part of the Annual Report.

The declaration regarding compliance with the Code of Conduct prescribed by the Company for Directors and Management Personnel forms part of report on Corporate Governance.

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

Information as required under 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, are set out in Annexure I annexed to this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Directors Report. However, as per the provisions of Section 219(1)(b)

(iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. A member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude for the valuable support and co-operation extended during the period by the Government of India, Governments of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Service Providers.

Your Board also wishes to place on record their appreciation for the dedication and commitment shown by the employees at all levels who have contributed to the success of your Company.

                            For and on behalf of the Board of Directors

                                                    Shashi Kiran Shetty

                                           Chairman & Managing Director

Date : May 30, 2012