Directors Report of Chowgule Steamships Ltd.

Mar 31, 2025

Your Directors present the Sixty-second Annual Report and the Audited Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

(R in lakhs)

	31st March, 2025	31st March, 2024
Profit before financial charges, depreciation, exceptional items & tax	281.38	452.71
Financial charges	(43.75)	(54.24)
Depreciation	(36.39)	(45.23)
Profit / (Loss) before exceptional item	201.24	353.24
Exceptional Items	-	400.00
Profit / (Loss) before tax	201.24	753.24
Provision for tax (net)	72.68	11.00
Profit / (Loss) after tax	128.56	742.24
Other comprehensive income	(1.25)	(1.46)
Total comprehensive income	127.31	740.78
Brought forward from previous year	(6,388.17)	(7,128.95)
Surplus/(Deficit) in the statement of profit and loss	(6,260.86)	(6,388.17)

MANAGEMENT DISCUSSION, ANALYSIS / OPERATIONS REPORT AND PERFORMANCE OF THE COMPANY

During the year under review, the Company recorded a profit before finance charges, depresciation, exceptional items and tax
is of INR 281.38 Lakhs as against INR 452.71 lakhs in the previous financial year. The decrease in profit is primarily on account of
a reduction in lease rental income due to a decrease in the leased area of land at Ratnagiri, along with an increase in Liasoning
expenses paid to a related party.

It is pertinent to mention that during the previous year, the Company had received INR 400 lakhs from a debtor that had been
written off in earlier years. This one-time recovery had significantly contributed to the higher profit reported in the previous financial
year.

Additionally, the Company has made a provision for tax amounting to INR 72.68 lakhs during the year under review, as compared
to INR 11 lakhs in the previous year. The lower tax provision in the preceding year was due to the adjustment of brought forward
business losses against taxable business income of INR 694.03 lakhs. These cumulative factors have led to a decline in the profit
after tax by INR 613.68 lakhs compared to the previous year.

The Company has huge experience of operating ships on international cross trade as well as on Indian coast and therefore looking
for appropriate opportunities in such trade. The Company is exploring possibility of acquiring vessels / tugboats at appropriate
time.

INTERNAL FINANCIAL CONTROL SYSTEM

The company maintains effective internal control systems, which are regularly reviewed by the Audit Committee of the Board of
Directors. Based on the evaluation criteria defined in Section 177 of the Companies Act 2013 and Clause 18 of the SEBI (LODR)
Regulations 2015, the Audit Committee has concluded that as of March 31, 2025, our internal financial controls were adequate
and functioning effectively.

GOVERNMENT POLICIES

The Indian economy, alongside many developed nations, continues to strive for a rapid economic growth. As part of their
comprehensive strategies, governments worldwide are prioritizing infrastructure development, which augurs well for global trade
dynamics.

INDUSTRIAL RELATIONS

Throughout the year, industrial relations remained exceptionally harmonious with no reported disputes or conflicts.

THREATS, RISKS & CONCERNS

Freight Risks: The charter income is subject to freight rate risks and therefore the Company, at group level, 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
wherever necessary.

Forex Risk: As major portion of the Group''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.

At the Company standalone level, there is very limited forex risk for the Company.

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.

Ratios:

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial
ratios, along with detailed explanations therefor, including:

(i) Debtors Turnover : 9.72:1

(ii) Inventory Turnover : Not Applicable

(iii) Interest Coverage Ratio : Not Applicable

(iv) Current Ratio : 2.57:1

(v) Debt Equity Ratio : Not Applicable

(vi) Operating Profit Margin (%): Not Applicable

(vii) Net Profit Margin (%) or sector-specific equivalent ratios, as applicable : Not Applicable

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed
explanation thereof.

2. DIVIDEND

Considering the liquidity and the cash flow position of the Company, the Board of Directors did not recommend any dividend for
the financial year under review.

3. RESERVES

Throughout the financial year under review, the Company did not need to allocate any funds to reserves.

4. SHARE CAPITAL

The paid-up equity shares capital of the Company as on 31st March, 2025 was INR 36,30,84,250 comprising of 36,308,425 shares
of INR 10/- each. During the year under review, there has been no change in the capital structure of the Company.

5. SUBSIDIARIES

Chowgule Steamships Overseas Ltd (CSOL), a wholly owned subsidiary of Chowgule Steamships Limited (CSL) registered in
Guernsey, United Kingdom, has entered insolvent liquidation. On March 13, 2024, a resolution passed by CSOL''s shareholders
initiated the company''s winding up and liquidation process. Leonard Curtis and Sophie Smith have been appointed as joint
liquidators to oversee this process.

Pursuant to Section 395(2) of the Companies (Guernsey) Law 2008, as amended (the “Law”), the appointment of a liquidator
results in the cessation of all powers of the directors, unless the liquidator authorizes their continuation.

Given that CSOL is under liquidation as of the reporting period ending March 31, 2025, financial statements for CSOL as of that
date have not been prepared. Consequently, consolidated financial statements for CSL have not been prepared.

In accordance with Section 400 of the Companies (Guernsey) Law, 2008, and any amendments thereto, the final meeting of the
members of CSOL was held on 13th March 2025 for the purpose of approving the company''s final accounts and passing the
necessary resolutions. Accordingly, a notice of completion of liquidation was filed with the Guernsey Registry on the same day,
and the status of CSOL was updated to “Voluntary Winding Up - Part 2.”

Further, if there are no objections until June 16, 2025 the Wholly-owned subsidiary CSOL shall be dissolved pursuant to the said
liquidation process.

6. INSURANCE

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNNEL

It is with desolation that the Company announce the passing of Shri. Deepak Chowgule, who served as the Managing Director of
the Company from June 1996 to July 2005. Prior to that from 1989 till June 1996 he has served in the capacity of Joint Managing
Director. He served for more than 32 years in the Company.

Mr. Deepak Chowgule was more than a leader he was a visionary whose dedication, integrity, and guidance helped shape the
identity and growth of our organization. Under his leadership the Company reached significant milestones and fostered a culture
of excellence, respect, and collaboration.

Mr. Deepak Chowgule will be remembered not only for his professional accomplishments, but also for his kindness, wisdom, and
unwavering commitment to people.

On behalf of the Chowgule family as well as Chowgule Global Group, the Company extend its heartfelt condolences to his family,
friends, and loved ones. The Company will be grateful for his legacy and the example he set for all of us.

Further During the year under review, there have been no changes in the composition of Bord of Directors of the Company and
there were no changes with respect to the position held by the Key Managerial Personnel of the Company.

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors, during their meeting on
May 22, 2025, considered and approved the re-appointment of Mr. Amit Khandelwal as an Independent Director for second
term of Five years and continuation of appointment of reappointment of Dr. Rohini Chowgule and Mr. Ramesh Chowgule as
Non-executive Director. Additionally, Mr. Ramesh Chowgule, who retires by rotation and being eligible has offered himself for re¬
appointment.

The Company has established a comprehensive Policy for the performance evaluation of the Board, its committees, and individual
Directors, including both Independent and Executive Directors. This policy outlines specific criteria for assessing the performance
of Non-Executive and Executive Directors. The evaluation process considers various factors such as attendance at Board and
Committee meetings, active participation, expertise in relevant domains, adherence to the code of conduct, and contributions to
the company''s vision and strategy.

During the year under review, Mr. Vijay Chowgule, was Executive Director, Mr. Vikram Deshpande was the Chief Financial Officer and
Ms. Rinky Gupta was the Company Secretary and Compliance Officer of the Company

During the year under review, the non-executive directors of the Company maintained no financial relationships or transactions with
the Company, aside from receiving sitting fees, commissions, and reimbursements for expenses incurred while attending Board or
Committee meetings.

8. CORPORATE GOVERNANCE

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

9. 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.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance

evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and other Committees.

a) Observations of Board Evaluation carried out for the year - There were no observations in the Board Evaluation carried for the
year.

b) Previous year''s observations and actions taken - There were no observations of the Board evaluation for the last financial year

c) Proposed actions based on current year observations - Not applicable

11. REMUNERATION POLICY

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

12. MEETINGS

During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of the same are given in
the Corporate Governance Report which is part of this report. The intervening gap between the Meetings was within the period
prescribed under the Act.

13. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of SEBI
Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit
Committee are given in the Corporate Governance Report which is part of this report. During the year all the recommendation of
the Audit Committee were accepted by the Board.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation
20 of SEBI Listing Regulations.

15. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with
Regulation 19 of SEBI Listing Regulations. The details of meetings and their attendance are included in the Corporate Governance
Report.

16. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year 2024-2025 the criteria pertaining to applicability of section 135 and rules made thereunder was attained
and accordingly the company has established a Corporate Social Responsibility committee and formulated a corresponding
policy, in compliance with Section 135. Detailed information can be found in the Corporate Governance Report and the Annexure
to the Director''s report pertaining to the details of expenditure incurred towards the Corporate Social Responsibility.

17. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013, annual return form is available on the Company''s website
www.chowgulesteamhsips.co.in the ''Investor Information'' section.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, hereby state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures
have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025
and the profit of the Company for that period.

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

d) the annual accounts have been prepared on a ''going concern'' basis.

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating
effectively.

19. AUDITORS

Statutory Auditors

Pursuant to the Section 139 of Companies Act, 2013 and other applicable rules there under, M/s. M. N. Chokshi & Co. LLP,
Chartered Accountants (Firm Registration No. FRN 101899W/W100812) were appointed as Statutory Auditor of the Company
for 5 consecutive financial years commencing from conclusion of 59th Annual General Meeting to conclusion of the 64th Annual
General Meeting. i.e. to audit the accounts for the period commencing from 2022-2023 until 2026-2027. Accordingly, M/s. M.
N. Chokshi & Co. LLP., Chartered Accountants (Firm Registration No. FRN 101899W/W100812) shall continue to be the Statutory
Auditors of the Company till F.Y 2026-2027.

The observation of the Statutory Auditor and explanations of the Board thereon is annexed herewith.

Sr.No.	Observations	Comments
1	The company in its course of operations has entered into several transactions with related parties. The identification of these related parties, transactions entered into with them and the determination of arm''s length price involves significant judgement and estimates. The Board has identified a certain party as a Related Party during the Board Meeting held on 22-May-2025. Refer Note 34 forming part of Standalone IndAS financial statements	The Company identified a certain as a Related Party (s) during the Board Meeting held on May 22, 2025. Accordingly, the matter has been placed before the Audit Committee and the Board of Directors for their review and approval. The Company also proposes to seek necessary approvals from the shareholders for both the past and prospective transactions with a certain Related Party (s), in order to ensure full compliance with the provisions of Regulation 23 and other applicable provisions and uphold sound corporate governance practices. The management represents that it shall undertake all necessary acts, deeds, and compliances required to give effect to the applicable regulatory provisions and address the observations raised
2	During the course of its operations, the Company has entered into several related party transactions in the ordinary course of business. While most of these transactions are within the prescribed thresholds specified under Section 188 of the Companies Act, 2013, certain transactions with a specific related party have exceeded the monetary limits, without Board approval and require prior approval of the shareholders through an ordinary resolution at a general meeting. As per management representation, the approval of the board is proposed in the upcoming board meeting and the approval of the shareholders for these transactions is being proposed in the upcoming general meeting. As the transactions have been carried out prior to obtaining shareholder approval, there exists a risk of non-compliance with Section 188, and potential implications under Section 188(3) and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. Given the regulatory sensitivity, involvement of related parties, the materiality of the transactions, and the disclosure obligations under IND AS 24 and Regulation 23 of the SEBI (LODR) Regulations, 2015, we considered this to be a key audit matter.

Secretarial Auditors

M/s. Pranay D. Vaidya & Co. was appointed as the Secretarial Auditor of the Company by the Board of Directors at its meeting
held on May 22, 2025. Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015, the proposal for their reappointment
as Secretarial Auditor for the financial years 2025-26 to 2029-30 is being placed before the shareholders at the ensuing Annual
General Meeting for their approval.

M/s. Pranay D. Vaidya & Co. shall also issue the Secretarial Audit Reports and other certificates as required under SEBI (LODR)
Regulations during the said tenure. Additionally, they served as the Secretarial Auditors for the financial year 2024-25. The
observation of the Secretarial Auditor and explanations of the Board thereon is annexed herewith.

Sr.No.	Observations	Comments
(i)	Prior approvals from the Audit Committee, Board of Directors, and shareholders, as applicable, were not obtained in respect of Transaction with certain Related Party (s), and thus the requisite disclosures under the applicable regulations were not duly made.	The Company identified a certain as a Related Party (s) during the Board Meeting held on May 22, 2025. Accordingly, the matter has been placed before the Audit Committee and the Board of Directors for their review and approval. The Company also proposes to seek necessary approvals from the shareholders for both the past and prospective transactions with a certain Related Party (s), in order to ensure full compliance with the provisions of Regulation 23 and other applicable provisions and uphold sound corporate governance practices. The management represents that it shall undertake all necessary acts, deeds, and compliances required to give effect to the applicable regulatory provisions and address the observations raised

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

This Director''s Report has been approved and adopted by Board of Directors of the Company as on 22nd May, 2025 and as on
that date 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.

However, on 16th June, 2025 the Wholly-owned Subsidiary Chowgule Steamships Overseas Limited has been dissolved through
voluntary liquidation process.

21. LOANS, INVESTMENT AND GUARANTEES ETC

During the year under review, the Company has not advanced any loans or made any investments. The balance of Outstanding
loans and advances are depicted in Note No. 05 and Note No. 40 of the Standalone Financial Statements forming integral part of
the balance sheet

22. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO

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 2).

23. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5(1)(i) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as ''Annexure - 3” to this
report. The Company do not have employees drawing remuneration in excess of limits prescribed under Section 197 read with
rules framed thereunder.

24. POLICY ON RELATED PARTY TRANSACTIONS

The Company has formulated a policy on materiality of Related Party Transactions for dealing with such transactions in line
with the requirements of Listing Regulations. The policy on Related Party Transactions is available on the Company’s website
viz. chowgulesteamships.co.in. The details of Related party Transaction as required as is Annexed to this Directors Report.

25. POLICY ON RISK MANAGEMENT

The Risk Management Policy of the Company evaluates various risks surrounding the business of the Company and
its subsidiaries and seeks to review and upgrade its risk management process. The Board of Directors formulates
strategies and takes necessary steps

26. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the
Company and its operations in future. During the year under review the company has received notices intimating penalties from the
stock exchanges for contravention of certain regulations of SEBI (LODR) Regulations 2015. The company has paid the penalties as
levied by the authorities.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal controls to commensurate with the size, scale and complexity of its operations.
To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.
Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company.

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil
Mechanism provides for: -

(a) Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional
cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

The Whistle Blower Policy is available on the website of the Company viz www.chowgulesteamships.co.in

29. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any
discrimination and/or harassment in any form. The Company ensures that there is healthy and safe atmosphere for every employee
at the workplace. There was no case pertaining to any harassment filed during the year.

30. DEPOSITS (SECTION 73 OF THE COMPANIES ACT 2013):

The Company has not accepted any deposits during the period under review.

31. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings
(SS-2) as well as the Report on Board of Directors (SS-4) issued by The Institute of Company Secretaries of India, have been duly
followed by the Company.

32. INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive
Code, which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and
disclosures to be made while dealing in securities of the Company.

The said policy can be viewed on our website: www.chowgulesteamships.co.in

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on
these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is required to be
given for the same

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there were no application made or any proceedings were pending under insolvency and Bankruptcy
Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there were no instances of One-Time Settlements.

36. SEXUAL HARASSMENT AT WORKPLACE:

Our Company is committed to maintaining a safe, respectful, and inclusive workplace, free from any form of sexual harassment. In
compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) the
company has implemented all laws, provisions and policies for the time being in force

During the year under review, 0 (No) case of sexual harassment was reported in line with POSH guidelines.

37. MATERNITY BENEFIT COMPLIANCE:

During the year under review, the company complied with the provisions of the Maternity Benefit Act 1961 along with all the
applicable amendments & undertook necessary measures to ensure compliance for all eligible employees.

38. ACKNOWLEDGMENTS:

Directors place on records their appreciation for the continuing support and co-operation from the customers, vendors, dealers,
distributors, resellers, bankers, shareholders, State Industries electricity and other Government departments. The Directors also take this
opportunity to thank the employees for their dedicated service throughout the year in mitigating these risks.

For Chowgule Steamships Limited

Place : Mumbai Vijay Chowgule

Date : May 22, 2025 Chairman

DIN: 00018903

---

Mar 31, 2024

Your directors present the Sixty First Annual Report and the Audited Accounts for the year ended 31st March, 2024. 1. FINANCIAL RESULTS

		(R in lakhs)
	31st March, 2024	31st March, 2023
Profit before financial charges, depreciation, impairment, exceptional items & tax	450.76	57.42
Financial charges	(54.24)	(51.74)
Depreciation	(45.23)	(50.27)
Profit / (Loss) before exceptional item	351.29	(44.59)
Exceptional Items	400.00	-
Profit / (Loss) before tax	751.29	(44.59)
Provision for tax (net)	10.51	79.99
Profit / (Loss) after tax	740.78	35.40
Other comprehensive income	-	-
Total comprehensive income	740.78	35.40
Brought forward from previous year	(7,128.95)	(7,164.35)
Surplus/(Deficit) in the statement of profit and loss	(6,388.17)	(7,128.95)

Since 100% wholly owned subsidiary has gone under liquidation before the reporting date the Consolidated financial statements have not been prepared

MANAGEMENT DISCUSSION, ANALYSIS / OPERATIONS REPORT AND PERFORMANCE OF THE COMPANY

During the year under review, the Company has recovered an amount of R 400.00 lakhs from one of the debtor which was written off in earlier years. The revenue from operations increased by R 151.87 lakhs since the Company has given its property on lease and existing lease agreements have been renewed at incremental rates. The Company has received interest on loan given to related party and interest on deposit kept with Dolphin Investments Ltd of R 178.50 lakhs. This all has resulted in increase in the net profit after tax by R 705.38 lakhs as compared to previous year.

The Company has huge experience of operating ships on international cross trade as well as on Indian coast and therefore looking for appropriate opportunities in such trade. The Company is exploring possibility of acquiring vessels / tugboats at appropriate time.

INTERNAL FINANCIAL CONTROL SYSTEM

The company maintains effective internal control systems, which are regularly reviewed by the Audit Committee of the Board of Directors. Based on the evaluation criteria defined in Section 177 of the Companies Act 2013 and Clause 18 of the SEBI (LODR) Regulations 2015, the Audit Committee has concluded that as of March 31, 2024, our internal financial controls were adequate and functioning effectively.

GOVERNMENT POLICIES

The Indian economy, alongside many developed nations, continues to strive for a rapid economic growth. As part of their comprehensive strategies, governments worldwide are prioritizing infrastructure development, which augurs well for global trade dynamics.

INDUSTRIAL RELATIONS

Throughout the year, industrial relations remained exceptionally harmonious with no reported disputes or conflicts.

THREATS, RISKS & CONCERNS

Freight Risks: The charter income is subject to freight rate risks and therefore the Company, at group level, 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 wherever necessary.

Forex Risk: As major portion of the Group''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.

At the Company standalone level, there is very limited forex risk for the Company.

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.

Ratios:

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

(i) Debtors Turnover : 2.40:1

(ii) Inventory Turnover : Not Applicable

(iii) Interest Coverage Ratio : Not Applicable

(iv) Current Ratio : 3.58

(v) Debt Equity Ratio : Not Applicable

(vi) Operating Profit Margin (%): Not Applicable

(vii) Net Profit Margin (%) or sector-specific equivalent ratios, as applicable : Not Applicable

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof. Refer to Note No. 38 of Financial Statements.

2. DIVIDEND

Considering the liquidity and the cash flow position of the Company, the Board of Directors did not recommend any dividend for the financial year under review.

3. RESERVES

Throughout the financial year under review, the Company did not need to allocate any funds to reserves.

4. SHARE CAPITAL

The paid-up equity shares capital of the Company as on 31st March, 2024 was INR 3,630.84 lakhs comprising of 36,308,425 shares of INR 10/- each. During the year under review, there has been no change in the capital structure of the Company.

5. SUBSIDIARIES

Chowgule Steamships Overseas Ltd (CSOL), a wholly owned subsidiary of Chowgule Steamships Limited (CSL) registered in Guernsey, United Kingdom, has entered insolvent liquidation. On March 13, 2024, a resolution passed by CSOL''s shareholders initiated the company''s winding up and liquidation process. Leonard Curtis and Sophie Smith have been appointed as joint liquidators to oversee this process.

Pursuant to Section 395(2) of the Companies (Guernsey) Law 2008, as amended (the “Law”), the appointment of a liquidator results in the cessation of all powers of the directors, unless the liquidator authorizes their continuation.

Given that CSOL is under liquidation as of the reporting period ending March 31, 2024, financial statements for CSOL as of that date have not been prepared. Consequently, consolidated financial statements for CSL have also not been prepared.

However, as of the liquidation date, March 13, 2024, CSOL''s financial position was as follows and has been submitted to the liquidators.

Statement of Profit & Loss as on 13th March 2024.
Particulars	Amount in USD	Amount in ? Lakhs
Total Income	-	-
Operating expenses	(118,245)	(98.58)
Loss before interest	(118,245)	(98.58)
Interest	(58,556)	(48.82)
Net Loss for the period Balance Sheet as on 13th March 2024.	(176,801)	(147.40)
Particulars	Amount in USD	Amount in ? Lakhs
Assets
Cash & Bank Balance	135,885	113.29
Accumulated Losses Total Equity & Liabilities	30,671,500	25,570.83
	30,807,385	25,684.12
Called up share capital	9,200,000	7,670.04
Convertible Redeemable Shares	18,500,000	15,423.45
Unsecured loan with interest thereon	3,092,480	2,578.20
Other liabilities Total	14,905	12.43
	30,807,385	25,684.12

Conversion rate 1 USD = INR 83.37

The provision for the impairment of the value of investment made in the 100% wholly owned subsidiary has already been provided in earlier years and the value of investment is being carried forward at nil value. Hence, there is no impact on the statement of profit & loss as well as on balance sheet.

6. INSURANCE

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNNEL

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors, during their meeting on May 12, 2023, considered and approved the appointment of Mr. Deepak Jadhav as an Additional Independent Director. Mr. Jadhav officially assumed office on July 7, 2023. His appointment was subsequently regularized and ratified by the shareholders at the Annual General Meeting on August 11, 2023.

The Company has established a comprehensive Policy for the performance evaluation of the Board, its committees, and individual Directors, including both Independent and Executive Directors. This policy outlines specific criteria for assessing the performance of Non-Executive and Executive Directors. The evaluation process considers various factors such as attendance at Board and Committee meetings, active participation, expertise in relevant domains, adherence to the code of conduct, and contributions to the company''s vision and strategy.

During the year under review, the non-executive directors of the Company maintained no financial relationships or transactions with the Company, aside from receiving sitting fees, commissions, and reimbursements for expenses incurred while attending Board or Committee meetings.

8. CORPORATE GOVERNANCE

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

9. 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.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

a) Observations of Board Evaluation carried out for the year - There were no observations in the Board Evaluation carried for the year.

b) Previous year''s observations and actions taken - There were no observations of the Board evaluation for the last financial year

c) Proposed actions based on current year observations - Not applicable

The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

11. REMUNERATION POLICY

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

12. MEETINGS

During the year 6 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report which is part of this report. The intervening gap between the Meetings was within the period prescribed under the Act.

13. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of SEBI Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit Committee are given in the Corporate Governance Report which is part of this report. During the year all the recommendation of the Audit Committee were accepted by the Board.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of SEBI Listing Regulations.

15. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations. The details of meetings and their attendance are included in the Corporate Governance Report.

16. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2023-24, the company did not meet the criteria outlined in Section 135 of the Companies Act, 2013; therefore, the provisions for Corporate Social Responsibility (CSR) were not applicable.

However, these provisions will apply for the financial year 2024-2025. Thus, the company has established a Corporate Social Responsibility committee and formulated a corresponding policy, in compliance with Section 135.

17. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act 2013, annual return form is available on the Company''s website www.chowgulesteamhsips.co.in the ''Investor Information'' section.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, hereby state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and the profit of the Company for that period.

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

d) the annual accounts have been prepared on a ''going concern'' basis.

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. AUDITORS

Statutory Auditors

Pursuant to the Section 139 of Companies Act, 2013 and other applicable rules there under, M/s. M. N. Chokshi & Co. LLP., Chartered Accountants (Firm Registration No. FRN 101899W/W100812) were appointed as Statutory Auditor of the Company for 5 consecutive financial years commencing from conclusion of 59th Annual General Meeting to conclusion of the 64th Annual General Meeting. i.e. to audit the accounts for the period commencing from 2022-2023 until 2026-2027.

Accordingly, M/s. M. N. Chokshi & Co. LLP., Chartered Accountants (Firm Registration No. FRN 101899W/W100812) shall continue to be the Statutory Auditors of the Company for F.Y 2024-2025.

The notes on financial statement referred to in Auditors Report are self-explanatory and do not call for any further comments. The Auditor''s contain any qualification, reservation or adverse comment.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board at their Board Meeting to be held on 5thAugust,2022 have proposed appointment of Mr. Pranay Vaidya from Dipesh Pranay and Co. LLP as Secretarial Auditors of the Company for the Financial Year 2023-2024. A secretarial audit report in Form No.MR-3 given by the secretarial auditor has been provided in an annexure which forms part of the Directors Report.

Secretarial auditors'' observation(s) in secretarial audit report and directors'' explanation thereto

	Sr.No.	Observations	Comments
	(i) and (ii)	The Company has delayed or defaulted in filing forms with the Ministry of Corporate Affairs. And The Company has delayed in filing Annual Returns with the Registrar of Companies	The delay caused was due to technical issues and glitches on the MCA website. The Company is compliant in informing the same to the Bombay Stock Exchange and had no intentions to withhold the information
	(iii)	The Company has delayed in filing certain Board Resolutions with the Registrar of Companies pursuant to the provisions of Section 117(3) read with Section 179(3) of the Companies Act, 2013.	The delay caused was due to technical issues and glitches on the MCA website. The Company is compliant in informing the same to the Bombay Stock Exchange and had no intentions to withhold the information
	(iv)	During the year under review the company has not incurred any contravention to the provisions of Section 185 of the Companies Act, however we reserve our opinion of opening balance of outstanding balances of such loans	The company had placed the same before the shareholders for their approval in the in the 60th Annual General Meeting held in August 2023 and passed the necessary resolutions.
	(v)	The Company had not appointed an Independent Director in compliance the Regulation 17 which disturbed the composition of the Board of Directors and was in Non-Compliance until July 07, 2023.	The Company had during the time frame provided by the regulations to appoint an Independent Director after the demise of the erstwhile director had taken appropriate steps to appoint the incoming Director i.e. Mr. Deepak Jadhav.

Sr.No.	Observations	Comments
		However due to technical issues in the MCA website the DIN number could not be procured in spite of various attempts, this caused the delay in effecting the official appointment of Mr. Deepak Jadhav
(vi)	The company had delayed the filing of Related party Transactions for March 2023 as per Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015	The company has then filed the necessary report and paid the requisite fines with the Stock Exchange
(vii)	There was delay in filing Secretarial Compliance Report in compliance of Regulation 24 A	The company has then filed the necessary report and paid the requisite fines with the Stock Exchange

20. 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.

21. LOANS, INVESTMENT AND GUARANTEES ETC

During the year under review, the Company has not advanced any loans or made any investments. The balance of Outstanding loans and advances are depicted in Note No. 05 and Note No. 40 of the Standalone Financial Statements forming integral part of the balance sheet

22. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO

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 2).

23. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5(1)(i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as ''Annexure - 3” to this report. The Company do not have employees drawing remuneration in excess of limits prescribed under Section 197 read with rules framed thereunder.

24. The Company has formulated a policy on materiality of Related Party Transactions for dealing with such transactions in line with the requirements of Listing Regulations. The policy on Related Party Transactions is available on the Company’s website v''z. chowgulesteamships.co.in. The details of Related party Transaction as required as is Annexed to this Directors Report.

25. The Risk Management Policy of the Company evaluates various risks surrounding the business of the Company and its subsidiaries and seeks to review and upgrade its risk management process. The Board of Directors formulates strategies and takes necessary steps

26. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future. During the year under review the company has received notices intimating penalties from the stock exchanges for contravention of certain regulations of SEBI (LODR) Regulations 2015. The company has paid the penalties as levied by the authorities.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for: -

(a) Adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Audit Committee of the Board has been entrusted with the responsibility of overseeing the Vigil Mechanism.

The Whistle Blower Policy is available on the website of the Company viz www.chowgulesteamships.co.in

29. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company ensures that there is healthy and safe atmosphere for every employee at the workplace. There was no case pertaining to any harassment filed during the year.

30. DEPOSITS (SECTION 73 OF THE COMPANIES ACT 2013):

The Company has not accepted any deposits during the period under review.

31. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) as well as the Report on Board of Directors (SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by the Company.

32. INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code, which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

The said policy can be viewed on our website: www.chowgulesteamships.co.in

33. AGREEMENTS:

The Agreements as per SEBI (LODR) Regulations, 2015 entered into by the Company are annexed to this Directors Report.

34. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

a. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is required to be given for the same

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there were no application made or any proceedings were pending under insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there were no instances of One-Time Settlements.

37. ACKNOWLEDGMENTS:

Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers, shareholders, State Industries electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year in mitigating these risks.

---

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

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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