ISIN No INE418H01029 Mkt Cap.(Cr.) 3076.20 Book Value 142.25 Face Value 2.00
52WeekH/L 272/65 Price/BookValue 1.72 EPS 11.85 P/E 20.60
Price 244.05 Bookclosure 06/08/2014 Div Yield 0.61 M/L 1
You can view full text of the latest Director's Report for the company.
Year End : 2014/03 
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 31, 2014.

FINANCIAL HIGHLIGHTS

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

                                                   (Rs. in Lakhs)

Particulars                       For the Year Ended

                            Standalone Results     Consolidated Results
                            March 31, 
                            2014       March 31, 
                                       2013        March 31, 
                                                   2014       March 31,
                                                              2013

Sales & Other Income         102,204     108,235   489,593      399,245

Profit Before Interest, 
Depreciation / 
Amortization and              23,371      27,171    42,781       42,234
Taxes

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

Profit attributable 
to Minority Interest               -           -      (511)      (1,294)

Share of Profit 
of Associates                      -           -         -           35

Profit brought 
forward from 
previous year                 54,322      46,219    81,422       67,456
Amount available for Appropriations 59,886 57,774 96,409 84,881 Appropriations:

Proposed Dividend              1,891       1,883     1,891        1,882

Tax on Dividend                  321         320       321          320

Transfer to 
General Reserve                  561       1,156       561        1,156

Transfer to 
Tonnage Tax Reserve                -           -        18            -

Transfer to 
Capital Redemption 
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.

Consolidated Performance:

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%.

Stand-alone Performance:

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 this report.

APPROPRIATIONS

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 distribution tax.

SUBSIDIARY COMPANIES

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 review.

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 NV;

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 NV;

vii. Increased stake to 82% by acquiring 19% stake in SHE Maritime Services Ltd.;

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 Company.

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 approved Scheme:

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 2013-14.

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 industry.

- 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 Awards 2013;

- 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) 2013;

- India's leading investment journal Dalal Street in its 'Elite 100' list of top 100 companies across India, ranked Allcargo Logistics at #91;

- 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.

DIRECTORS

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.

AUDITORS

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 remuneration.

The Notes on Financial Statements referred to in the Auditors' Report are self explanatory and do not call for any further comments.

INTERNAL AUDIT

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 statutory requirements.

PUBLIC DEPOSITS

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.

CREDIT RATING

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 Systems (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 fre emergency.

- 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 employee.

- 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 employees.

- 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 intervals

- 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 environment.

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 calamities.

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 infrastructure.

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 environment.

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 Annual Report.

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, 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 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 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.

ACKNOWLEDGEMENTS

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 
Place: Mumbai

Date: June 12, 2014