The Directors take pleasure in presenting the Twenty First Annual
Report of the Company, both on Standalone and Consolidated basis,
together with Audited Statement of Accounts for the year ended March
Your Company's performance during the year under review is summarized
(Rs. in Lakhs)
Particulars For the Year Ended
Standalone Results Consolidated Results
2014 March 31,
2013 March 31,
2014 March 31,
Sales & Other Income 102,204 108,235 489,593 399,245
Profit Before Interest,
Amortization and 23,371 27,171 42,781 42,234
Interest 2,863 2,667 5,632 4,144
Depreciation & other
amortisation 13,475 11,676 17,546 14,735
Profit Before Tax 7,033 12,828 19,603 23,354
Provision For Tax 1,421 1,273 4,159 5,121
Profit After Tax 5,612 11,555 15,444 18,233
to Minority Interest - - (511) (1,294)
Share of Profit
of Associates - - - 35
previous year 54,322 46,219 81,422 67,456
for Appropriations 59,886 57,774 96,409 84,881
Proposed Dividend 1,891 1,883 1,891 1,882
Tax on Dividend 321 320 321 320
General Reserve 561 1,156 561 1,156
Tonnage Tax Reserve - - 18 -
Reserve - 83 - 101
Profit carried to
Balance Sheet 57,113 54,332 93,615 81,422
REVIEW OF OPERATIONS
The year under review was very challenging for your Company as
macroeconomic environment continued to remain unstable and volatile and
slow down of the Indian as well as global economy affected the trade
flows. These uncontrollable factors have impacted performance of your
Company under review. However your Company continued to remain focused
on its strategic goals and in order to further strengthen the LCS and
FCL business globally, your Company has made two major acquisitions
outside India viz. 100% stake in US based Econocaribe Consolidators and
75% stake in Netherland based FCL Marine Agencies.
Econocaribe Consolidatores, established in 1968, is a leading Less then
Container Load (LCL) consolidator (NVOCC) in the United States. With
its headquarters in Miami, Florida, Econocaribe Consolidators has 9
offices in the United States and 22 receiving terminals throughout the
United States and Canada, as well as partners across the world.
Econocaribe Consolidators specializes in freight consolidation and Full
Container Load (FCL) services to Latin America, the Caribbean, Europe,
the Mediterranean, the Middle East, Africa and Asia. They also offer
import LCL/FCL transportation services from around the world into the
United States and Puerto Rico. Ecu Line offices had been working since
last 6 years in the United States, engaging Econocaribe Consolidators
as its agent. This acquisition now enables Ecu Line to complete its
service offerings, both in terms of global capabilities and coverage.
The acquisition also increases Ecu Line's foot hold in the US market,
which will facilitate growth into and out of US market and rest of the
world being the largest economy in the world.
FCL Marine Agencies Rotterdam is a leading neutral NVO service provider
in FCL segment, operating in Europe, USA and Canada. With Ecu-Line's
global leadership as a neutral LCL provider with network across 90
countries and 200 own offices globally, its acquisition of FCL Marine
Agencies Rotterdam, is a step forward to consolidate its global
leadership and cater to its customer's request for a neutral Full
Container Load (FCL) service through its global network and benchmark
services. Taking into consideration the evolving global requirements
of customers, Ecu-Line has taken this step to provide them with world
class FCL services.
Both these acquisitions have been successfully integrated with the
Company. In addition, your Company has continued to put in serious
efforts to strengthen its customer-centric approach and its ability to
innovate customer specific solutions to focus on pricing and aggressive
marketing strategy and to undertake disciplined project executions,
coupled with prudent financial and human resources management and better
control over costs. The Government has also recently taken a number of
measures to fast track infrastructure and industrial growth. It is
expected that the years ahead would bring new opportunities in the key
business areas that your Company is focused on.
Your Company has earned total revenue of Rs. 489,593 Lakhs and earned a
net Profit after minority interest of Rs. 14,933 Lakhs as compared to
revenue of Rs.399,245 Lakhs and net Profit after minority interest of Rs.
16,974 Lakhs in preceding financial year, representing growth of 23% in
total revenue & drop of 12% in net Profit. The growth in revenue is
mainly on account of increase in volume which includes the two
acquisition made during the year under review. Drop in net Profit was
mainly attributable to increased finance cost and one time write off of
goodwill arising out of the merger of MHTC Logistics Pvt.Ltd. with the
Company. Earning before interest, tax and depreciation (EBITDA) is
Rs.42,781 Lakhs as compared to Rs.42,234 Lakhs in preceding financial
year, representing marginal growth of 1%.
Your Company has earned total revenue of Rs. 102,204 Lakhs and earned a
net Profit of Rs. 5,612 Lakhs as compared to revenue of Rs. 108,235 Lakhs
and net Profit of Rs. 11,555 Lakhs in the preceding financial year,
representing drop of 6% in total revenue & drop of 51% in net Profit.
The drop in net Profit was mainly attributable to the one time write off
arising out of the merger of MHTC Logistics Pvt. Ltd. with the Company
and increase in finance cost. Earnings before interest, tax and
depreciation (EBITDA) is Rs. 23,371 Lakhs as compared to Rs. 27,171 Lakhs
in preceding financial year, representing drop of 14%. The drop in
EBITDA is mainly on account of increase in finance cost.
The company is now coming back on a strong growth path having exited
the year with a one billion dollar turnover rate and its efforts to
improve efficiency, productivity and Profitability will improve overall
returns. For detailed segment wise performance, members are requested
to refer to the Management Discussion and Analysis Report annexed to
Considering the performance of the Company during the year under
review, your Directors are pleased to recommend a dividend @ 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, will absorb a sum of 2,212 Lakhs including dividend
The operating performance of various subsidiaries were also affected
since the macroeconomic environment remain unstable and volatile but
nevertheless the subsidiaries put their best efforts to sustain such
turbulent times and achieved sustainable growth during the year under
Considering the Group's policy on gaining 100% control over the affairs
of subsidiary companies across the globe, your Company has acquired /
increased its stake in following indirect subsidiary companies, during
the year under review.
i. Acquired balance 40% stake in Ecu Line Australia Pty Ltd as a
result Ecu Line Australia Pty Ltd has become 100% subsidiary of Ecuhold
ii. Acquired balance 40% stake in Ecu Line New Zealand Ltd as a result
Ecu Line New Zealand Ltd has become 100% subsidiary of Ecuhold NV;
iii. Increased stake to 90% by acquiring 10% stake in Translogistik
International Spedition GmbH, Germany;
iv Acquired 75% stake in FCL Marine Agencies BV, Netherland;
v. Acquired balance 30% stake in Ecu-Line Peru SA and Flamingo Line
del Peru SA and as a result Ecu-Line Peru SA and Flamingo Line del Peru
SA have become 100% subsidiary of Ecuhold NV;
vi. Acquired balance 49% stake in Ecu-Line Switzerland GmbH as a
result Ecu-Line Switzerland GmbH has become 100% subsidiary of Ecuhold
vii. Increased stake to 82% by acquiring 19% stake in SHE Maritime
viii. Acquired 100% stake in Econocaribe Consolidators, Inc.,
Econoline Storage Corp. and ECI Customs Brokerage through Prism Global,
LLC, the wholly owned subsidiary of Ecuhold NV;
During the year under review, your Company has divested its stake in
the following joint venture companies, as they are no longer relevant
to its requirements .
i. Divested stake held in Transworld Logistics & Shipping Services
LLC, a joint venture company;
ii. Divested stake held in Sealand Warehousing Pvt.Ltd. and Gujarat
Integrated Maritime Complex Pvt.Ltd.
The stand-alone audited financial statements of all subsidiaries
operating in India and Overseas are not attached to this report in view
of the 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, 2014 are set out in
Annexure II annexed to this report. The ESOP Scheme had a validity
period of 7 years from the date of its formation and accordingly has
expired on January 11, 2013.
A certificate from the Statutory Auditors of the Company M/s. B S R &
Co. LLP, 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.
AMALGAMATION OF MHTC LOGISTICS PVT.LTD
The Scheme of Arrangement between the Company, MHTC Logistics Pvt.
Ltd., and their respective shareholders and creditors made u/s 391 to
394 of the Companies Act, 1956 read with section 78, 100 to 103 of the
Companies Act, 1956, for amalgamation of MHTC Logistics Pvt.Ltd., the
wholly owned subsidiary of the Company, with the Company was sanctioned
by the Hon'ble Bombay High Court vide order dated December 6, 2013.
Pursuant to the said Court order, MHTC Logistics Pvt.Ltd. the wholly
owned subsidiary of the Company, has been amalgamated with the Company
with effect from April 1, 2012 ("The Appointed Date"). The
authenticated copies of the Court order along with the Scheme have been
filed with the Registrar of Companies, Mumbai, Maharashtra by the
Company and MHTC Logistics Pvt.Ltd. on January 24, 2014 and accordingly
the Scheme has become effective from that date. Accordingly, the
financial statements of MHTC Logistics Pvt. Ltd. for the year ended
March 31, 2014, have been considered in the financial statements of the
The Company has carried out the accounting treatment prescribed in the
Scheme as approved by the Hon'ble Bombay High Court. The required
disclosures for accounting of Scheme as per the "Pooling of Interest
Method" as given under Accounting Standard 14 (AS 14) "Accounting for
Amalgamations" as prescribed under the Companies (Accounting Standards)
Rules 2006 have been provided. Accordingly in accordance with the
a) The Company has taken over all the assets aggregating to Rs. 3,540
Lakhs and liabilities aggregating to Rs. 2,081 Lakhs at their respective
book values. As per the Scheme the identity of reserves of MHTC is
required to be maintained by the Company as on the Appointed Date
aggregating to Rs. 1,438 Lakhs. On cancellation of investments made by
the Company in MHTC against the share capital and the net assets of
MHTC taken over as on the Appointed Date there was a deficit of Rs. 3,410
Lakhs which has been debited to the "Goodwill Account" of the Company.
b) The Goodwill has been amortized fully during the financial year
c) Prior to the Appointed Date, MHTC was holding 373,491 equity shares
of the Company. As a consequence of and as per the approved Scheme of
Arrangement the aforesaid investment of MHTC in the Company has been
cancelled and accordingly the share capital of the Company stands
reduced by Rs. 7 Lakhs and the Securities Premium Account of the Company
stands reduced by Rs. 635 Lakhs.
d) In terms of the Scheme, the Appointed Date of the amalgamation being
April 01, 2012, the net loss of the MHTC during the financial year
2012-13 aggregating to Rs. 88 Lakhs has been transferred, to the extent
not accounted already, to the surplus in the Statement of Profit and
Loss in the books of the Company upon amalgamation.
e) No further consideration is payable or receivable on implementation
of the Scheme as it involves amalgamation of a wholly owned Subsidiary
with the Company.
SHARE CAPITAL AND LISTING OF SHARES
Pursuant to the Scheme of Arrangement between the Company, MHTC
Logistics Pvt. Ltd., and their respective shareholders and creditors
made u/s 391 to 394 of the Companies Act, 1956 read with section 78,
100 to 103 of the Companies Act, 1956, becoming effective, equity
shares held by MHTC Logistics Pvt. Ltd. in the Company has been
cancelled and accordingly the issued, subscribed and paid up share
capital of the Company stands reduced from Rs. 252,842,506 divided into
126,421,253 equity shares of Rs. 2 each fully paid to Rs. 252,095,524
divided into 126,047,762 equity shares of Rs. 2 each fully paid.
The Equity Shares of the Company are listed and traded in compulsory
dematerialized form on the BSE Limited and the National Stock Exchange
of India Limited. Your Company has paid the Annual Listing fees and
Annual Custody fees to the Stock Exchanges and Depositories up-to-date.
AWARDS AND RECOGNITION
The year 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
- Allcargo Logistics was awarded as the 'LCL Consolidator of the Year
in Northern India' at North India Multimodal Logistics Awards, 2014;
- Allcargo's NVOCC division was conferred with 'LCL Consolidator of the
Year' award, at the 5th edition of the South East Cargo & Logistics
- Allcargo's NVOCC division was awarded 'LCL Consolidator of the Year'
at Cargo & Logistics Awards 2014;
- Allcargo Logistics was awarded the 'Best CFS Operations' by Indian
Chamber of Commerce (ICC) at the ICC Supply Chain and Logistics
Excellence Awards 2014;
- Allcargo's CFS at JNPT 'Transindia Logistics Park' was awarded with
'Container Freight Station Operator of the Year' at the Maritime and
Logistics Awards (MALA) 2013;
- Allcargo's IT & CFS teams were honoured with the 'EDGE (Enterprise
Driving Growth & Excellence through IT) Award' by Information Week for
the RFID Project implementation at CFS locations;
- Allcargo's equipment division was awarded 'Best Service Provider' by
D P World consecutively for the 2 time;
- Allcargo's Project and Engineering division was awarded with 'Heavy
Lift Mover of the Year' at the Maritime and Logistics Awards (MALA)
- India's leading investment journal Dalal Street in its 'Elite 100'
list of top 100 companies across India, ranked Allcargo Logistics at
- In the listing of 'The Economic Times - India's Biggest 500
Companies', Allcargo Logistics was listed at #221 amongst the top 500
biggest companies across India. Last year Allcargo was ranked at #226;
- Businessworld in its 'The BW Real 500' listing ranked Allcargo 216th
among India's Top 500 Non-Financial companies and also ranked Allcargo
9 among companies with most number of subsidiaries;
- Avvashya house, the corporate headquarters of Allcargo, received
'Leed India for Core & Shell Silver Rating' from Indian Green Building
Council for achieving Green Building Standards;
- Allcargo's Corporate Social Responsibility (CSR) initiatives under
the Avashya Foundation was conferred with 'Corporate Social
Responsibility' at the Maritime and Logistics Awards (MALA) 2013;
- Allcargo's Executive Chairman Mr. Shashi Kiran Shetty was conferred
with 'Business Leader & Visionary of the Year' award at the Maritime
and Logistics Awards (MALA) 2013;
- Maharashtra Chambers of Commerce Industry & Agriculture (MACCIA) and
IBN Lokmat, conferred Mr. Shashi Kiran Shetty with 'Excellence in the
Logistics, Transport and Hospitality' Award';
- Business World in its nationwide survey ranking 'India's Most
'Valueable CEOs' ranked Mr. Shashi Kiran Shetty at 61 position amongst
the top performers in the country.
- Mr. Shashi Kiran Shetty was conferred with 'Business Leader of the
Year' by CHEMTECH Foundation at the 'Leadership Excellence Award 2014;
- Ms. Shantha Martin, CEO - ISC, Middle East, Africa (S&E) was
conferred 'CEO of the Year' award at the International Women's
Leadership Forum's Women's Leadership & Innovation Awards, 2014;.
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.
In accordance with the provisions of the Companies Act, 2013 and that
of Articles of Association of the Company, Mr. Kaiwan Kalyaniwalla and
Mr. Umesh Shetty, 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.
In accordance with the provision of the erstwhile provisions of the
Companies Act, 1956 and that of Articles of Association of the Company,
Mr. Keki Elavia and Mr. Hari Mundra, Non-Executive Independent
Directors, retire at the ensuing Annual General Meeting. The Company
has received notices in writing from members proposing Mr. Keki Elavia
and Mr. Hari Mundra for appointment as Independent Directors of the
Company for a fixed term of 5 years upto March 31, 2019. The Board
recommends their appointment at the ensuing Annual General Meeting.
Mr. Mohinder Pal Bansal and Prof. Jayaraman Ramachandran were appointed
as Non-Executive Independent Directors of the Company liable to retire
by rotation in accordance with the provision of the erstwhile
provisions of the Companies Act, 1956. The Company has received notices
in writing from members proposing Mr. Mohinder Pal Bansal and Prof.
Jayaraman Ramachandran for appointment as Independent Directors of the
Company for a fixed term of five years upto March 31, 2019. The Board
recommends their appointment at the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company Confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Brief resume of directors seeking appointment and re-appointment 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.
M/s B S R & Co.LLP, Chartered Accountants, Mumbai (ICAI Registration
No. 101248W), and M/s. Appan & Lokhandwala Associates, Chartered
Accountants, Mumbai, (ICAI Registration No. 117040W) the Statutory
Auditors of the Company, retire at the conclusion of this Annual
General Meeting. M/s B S R & Co.LLP and M/s Appan & Lokhandwala
Associates, being eligible, have expressed their willingness for
re-appointment at the ensuing Annual General Meeting,
The Company has received letters from M/s B S R & Co.LLP and M/s Appan
& Lokhandwala Associates, to the effect that their appointment, if
made, would be within the prescribed limits under section 141(3)(g) of
the Companies Act, 2013. The Audit Committee and Board of Directors
recommend re-appointment of M/s B S R & Co.LLP and M/s Appan &
Lokhandwala Associates, as Statutory Auditors of the Company to hold
office from the conclusion of the ensuing Annual General Meeting till
the conclusion of the next Annual General Meeting and to fix their
The Notes on Financial Statements referred to in the Auditors' Report
are self explanatory and do not call for any further comments.
The Company has an adequate internal audit system implemented by an
in-house department and supported by independent Chartered Accountant
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
During the year 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.
Your Company continues to have highest domestic credit rating for its
long term and short term credit facilities obtained from various Banks.
CRISIL has re-affirmed AA-/Stable for its long term debt and A1 for its
short term debt. The rating denotes high degree of safety regarding
timely servicing of financial obligation.
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 Hire Division is 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 Occupational Health & Safety Management
The following safety measures are being taken at various locations:
- Fire & Safety drills are conducted for all employees and Security
- All Fire hydrants are monitored strictly, as the preparedness for fre
- All equipments are tested periodically to verify its safe load
working condition. Fitness certificates are issued based on the
compliance of the safety norms.
- Safety Awareness Campaign, Safety week, Environment day are being
held / celebrated at each location to improve the awareness of
- Regular training/skills to staff, and contractors, to inculcate
importance of safety among them.
- Created checks and awareness among drivers about negatives of alcohol
and drug consumptions and impact of families.
- Accident porn routes identified and supervisors allocated have control
over the vehicle movement.
- OHSAS audits and Fire & Safety audits are conducted by competent
agencies at regular intervals.
- Fortnightly visit by Doctors to office for medical counseling to
- HazMat training is provided to all CFS employees.
- Terrorist Threat Awareness Training is provided to CFS employees
- Medical Health check-up of all employees are conduced at regular
- CCTV & Safety alarms are installed at each locations
- All equipments are mandatory ensured with PUC.
- 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
CORPORATE SOCIAL RESPONSIBILITY
Your Company has committed itself to making a difference in the lives
of underprivileged and economically challenged citizens of our country.
Allcargo's Corporate Social Responsibility (CSR) initiatives, through
'Avashya Foundation' a non Profit organization and in collaboration with
various NGOs across India, believes in nurturing inclusive development
with a human touch. Your Company's CSR activities focus is to take each
initiative beyond philanthropy and promote people centric inclusive
development with the active participation of the community at all
levels. Allcargo's CSR initiatives aim to support:
Natural Disaster Relief by providing immediate and life essential
supply of water, food and medicine to regions of India effected by
natural disasters such as drought, food, earthquakes, and other
Health Care by providing critical medical assistance for curative and
preventive health care. Essential and life saving medicines and medical
treatment are being made available to all underprivileged and
economically challenged section of the society across rural and urban
regions of India.
Education for children and adults across the underprivileged and
economically challenged sections of the rural as well as urban society.
Created a platform for financial assistance, student's scholarships &
adoption programs, parents awareness campaigns and education support
Women Empowerment by providing a platform for all women across the
varied sections of the society for making a better living through
education, skills development and employment programs, to support
themselves and their families.
Environmental Sustainability by focusing on creating awareness towards
sustainable environmental practices in terms of infrastructure
development, alternative energy, conservation of resources and training
people to be more conscious, responsible and accountable to the
As required under the Companies Act, 2013, your Board has constituted
the Corporate Social Responsibility (CSR) Committee. The said
Committee has been entrusted with the responsibility of formulating and
recommending to the Board, a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities.
For more details on CSR activities of the Company, members are
requested to read the Corporate Social Responsibility Section of this
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
(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, 2014 and of the Profit of the Company for
the year 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 this Act 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
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 compliance 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 the report on Corporate Governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
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.
Your Directors take this opportunity to place on record their gratitude
for the valuable support and co-operation extended during the year 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: June 12, 2014