Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Patel Integrated Logistics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 62^nd Annual Report and audited statement of accounts of the Company for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

The Company''s financial performance for the year ended 31^st March, 2024 is summarized below:

(? in lakhs)
Particulars	2023-24	2022-23
Income
Revenue From Operations	29054.87	27827.80
Other Income	197.18	200.72
Total Income	29252.05	28028.52
Expenses
Operating Cost	26162.45	24927.40
Employee Benefits Expense	1247.25	1229.65
Finance Costs	259.02	477.37
Depreciation and Amortization Expense	280.38	291.95
Other Expenses	735.39	638.03
Total Expenses	28684.49	27564.40
Profit before exceptional and extraordinary items and Tax	567.56	464.12
Exceptional items	-	-
Profit/(Loss) before Tax	567.56	464.12
Provision for Tax	13.75	(25.56)
Profit/(Loss) after Tax	553.81	489.68
Other comprehensive income
Item that will not be reclassified to Statement of Profit and Loss	(54.17)	161.99
Income tax relating to item that will not be reclassified to Statement of Profit and Loss	(15.24)	(19.02)
Total Other Comprehensive Income	69.41	(142.97)
Total Comprehensive Income for the year	623.22	346.71

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2023-24 your Company posted the total comprehensive income of ? 6.23 cr. for the year ended 31^stMarch, 2024 as compared to ? 3.47 cr. for the year ended 31^st March, 2023. Income from operations for the year ended 31^stMarch, 2024 was ?.290.55 cr.as compared to ?278.28 cr. for the year ended 31^st March, 2023. Net Worth stood at ?119.32 cr. Basic EPS was 0.86 and Diluted EPS was? 0.86.

Material changes and commitments affecting the financial position of the Company after the end of the financial year till the date of this Report:

Except as otherwise mentioned in this report, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relates and the date of this report.

There is no other change in the nature of business during the year under review.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

There is no subsidiary of company as on 31^st March, 2024. The Company does not have any Associate or Joint Venture Company as on 31^st March, 2024

TRANSFER TO RESERVES:

Your Company has transferred amount of Rs 7 Crores to contingency reserve and Rs 1 Crore to General Reserve. DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of ? 0.10 per share i.e. 1% on the equity share capital of the Company for the financial year ended 31^st March, 2024. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Company''s long term objectives of growth and also for conservation of resources for diversification.

OPERATIONS AND FUTURE OUTLOOK:

The Company will continue to focus and undertake ''air cargo'' business and ''warehousing'' business. The Company''s air cargo business registered satisfactory growth during the year 2023-24. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business and it is confident of improving the business during the year.

The Future outlook of the business is highly dynamic. As markets evolve and customer demands change, we need to constantly review and update our operation and products to meet the market need.

FINANCE:Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements as well as long term finance for funding the part of capital expenditure. The Company is regular in payments of installments and there are no over dues as on the date of reporting. The Company could bring down interest cost by proper mix of utilization of finance by repayment of loans taken from various banks and closely pursuing with the Bank to reduce the Interest cost.

Fixed Deposits:

The Company was accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at ? 2.00 Lakhs as on 31^st March, 2024. There were no unpaid or overdue deposits as on 31^st March, 2024, other than Unclaimed Deposits and interest accrued thereon aggregating ? 8.14 lacs out of which nothing is outstanding for the period of more than seven years and liable to be transfer to Investor Education and Protection Fund.

There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

Credit Rating:

The Company is continued to be rated as ''IND BBB-''/Stable for Company''s Term Loan, Term Deposit & Finance lease , ''IND BBB-''/ Stable/''IND A3''rating for its fund-based limits and ''IND A3'' rating for its non fund based limits by India Ratings & Research Private Ltd (India Ratings), a Fitch group Company. The rating is valid as on the date of reporting

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company''s CSR policy focuses on areas such as education, support for the women, elderly people, children and social inclusion. This entails transcending business interests and grappling with the âquality of lifeâ challenges that underserved communities face, and working towards making a meaningful difference to them. The detailed policy of the Company is available on our website www.patel-india.com

During the year, we have spent ? Nil on CSR activities. The details of CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2024, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

RISK MANAGEMENT:

The requirement of Risk Management Committee under Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable to top 1000 listed entities.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However, this requires upgradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls.

The Internal Audit firm monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the following changes occurred in the composition of the Board and the Key Managerial Personnel of your Company:

Ms. Jasmin Lalla (DIN: 00074858), Executive Director ceased to be director of the Company upon her resignation on 01st December, 2023.

Mr. Vikas Porwal (DIN:10382199) was appointed as an Additional Executive Director of the Company w.e.f. 01^st December, 2023.

Subsequently, he was re-appointed as a Whole-Time Director of the Company on 28^th January, 2024 with Shareholder''s approval through Postal Ballot Process.

The term of office of Mr. Ramakant Kadam (DIN: 03575629) of the Company expired on 29th June, 2024. The Board of Directors vide circular resolution dated 4^th July, 2024 based upon the performance evaluation and recommendation of Nomination and Remuneration committee appointed Mr. Ramakant Kadam as Non- Executive Non-Independent Director of the Company. Approval of members is sought for appointment of Mr. Ramakant Kadam as Non-Executive Non-Independent Director of the Company, who being eligible have offered himself for appointment at the 62^nd Annual General Meeting.

There is no other Key Managerial Personnel appointed or resigned during the year under review.

Disclosure from Independent Directors:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors of your Company have registered on the Independent Directors'' Databank as per the requirements of Section 149 of the Companies Act, 2013 and the applicable rules thereto. However, with respect to the proficiency test, the Independent Directors have a timeline of one year as per the applicable provisions, from the date of registration on the Independent Directors'' Databank for taking the proficiency test and none of the Independent Directors have exceeded the said period of one year from the date of registration as on the date of this Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 06^th February 2024 have reviewed and evaluated the performance of Board as a whole, and of the Managing Director.

Nomination and Remuneration Policy:

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

Meetings:

During the year Five Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Approval of the Members of the Company is also obtained in case any related party transaction was not on arm''s length basis and exceeds the prescribed limits. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Apart from receiving remuneration by executive directors, sitting fees by non-executive directors, and professional fees paid to qualified professional directors none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosure.

The policy on related party transactions has been placed on the Company''s website and can be accessed through the following link:

Microsoft Word - Policy on Materiality and Dealing with Related Party Transactions (patel-india.com)

STATUTORY AUDITORS AND AUDITORS'' REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Shah & Associates, Chartered Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 60^th Annual General Meeting upto the 65^th Annual General Meeting of the Company to be held in calendar year 2027. The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Auditors have issued their report on the financial statements for the financial year ended March 31, 2024, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

The Auditors'' Report for the financial year 2023-24 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed DM & Associates Company Secretaries LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31^st March, 2024 is set out as âAnnexure [III]â to this Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1,2017. The Company is in compliance with the provisions of the same.

DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance, pursuant to regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

A Business Responsibility Report as required under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 1000 listed entities based on market capitalization.

Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31,2024, is available on the Company''s website and can be accessed at www.patel-india.com In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

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

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A)	CONSERVATION OF ENERGY:
	(i)	The steps taken or impact on conservation of energy	: The operations of your Company are not energy intensive. However all efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in Maintenance systems and through improved operational techniques.
	(ii)	The steps taken by the Company for utilizing alternate sources of energy	: The Company has on going process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.
	(iii)	The capital investment on energy conservation equipments	: No material capital investment incurred by the Company during the year 2023-24.
(B)	TECHNOLOGY ABSORPTION:
	(i)	The efforts made towards technology absorption:	Updating of Technology is a Continuous process; appropriate technology is implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Transport and Logistics Industry.
	(ii)	The benefits derived:	The Company is steadily delivering on its promise of providing the swift service Investment in IT and state-of-the art tracking systems,
	(iii)	Imported Technology:	There is no imported technology imported during the last three years.
	(iv)	The expenditure incurred on Research and Development:	No expenditure is incurred on Research and Development by the Company during the year 2023-24

(C)	FOREIGN EXCHANGE EARNINGS AND OUTGO:		(? in lakhs)
		Year ended	Year ended
		31^st March, 2024	31^st March, 2023
	Earnings in Foreign Exchange
	Air Freight Billing, and other expenses (Net)	-	-
	TOTAL ...	-	-
	Expenditure in Foreign Currency
	Membership and Subscription Fees	0.63	0.61
	Travelling (excluding air fare)	-	0.23
	TOTAL ...	0.63	0.84

MAINTENANCE OF COST RECORDS:

The maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014 is not applicable to the Company.

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

Disclosure pertaining to the remuneration and other details as required under Section 197(2) of the Companies Act 2013 and Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as âAnnexure [IV]â to this report.

The information required pursuant to Section 197 read with Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding this information which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any

Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of internal complaint committee under the said Act to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2023-24:

No.of Complaints received	: Nil
No.of Complaints disposed off	: Nil

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^st March 2024 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended 31^st March, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31 ^st March, 2024 and of the profits of the Company for the financial year ended 31^st March 2024;

3) the proper and sufficient care has been taken 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;

4) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis;

5) the Company has proper internal financial controls in place. However, the Company continues to develop better controls for implementation in current financial year.

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

APPRECIATION:

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through

their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results

during the year.

The Board of Directors gratefully acknowledge the continued assistance and support received from the Bankers, Clients,

Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

Mar 31, 2018

DIRECTORSâ REPORT

To,

The Members of

Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 56^th Annual Report for the year ended 31^st March, 2018.

FINANCIAL RESULTS:

The standalone financial highlights of your Company are as under:

('' in lakhs)

Particulars	2017-18	2016-17
Income
Revenue From Operations	42367.85	45395.15
Other Income	529.00	478.27
Total Income	42896.85	45873.42
Expenses
Operating Cost	35626.69	38318.37
Employee Benefits Expense	2848.84	2797.78
Finance Costs	720.60	816.90
Depreciation and Amortization Expense	474.68	420.56
Other Expenses	2154.62	2474.81
Total Expenses	41825.43	44828.42
Profit/(Loss) before Tax	1071.42	1045.00
Provision for Tax	248.88	257.85
Profit/(Loss) after Tax	822.54	787.15
Other comprehensive income
Item that will not be reclassified to Statement of Profit and Loss	68.58	83.62
Income tax relating to item that will not be reclassified to Statement of Profit and Loss	(27.97)	(38.31)
Total Other Comprehensive Income	(40.61)	(45.31)
Total Comprehensive Income for the year	781.93	741.84

FINANCIAL PERFORMANCE REVIEW:

During the financial year 2017-18 your Company posted on standalone basis the total comprehensive income of '' 7.82 cr. for the year ended March 31, 2018 as compared to '' 7.42 cr. for the year ended March 31, 2017. Income from operations for the year ended March 31, 2018 was '' 423.68 cr. as compared to '' 453.95 cr. for the year ended March 31, 2017. Net Worth stood at '' 127.44 cr. Basic and Diluted EPS was '' 5.03. The drop in revenue from operations was due to softening trends continued in the first quarter of year under review due to demonetization and short term lower revenue growth because of impact of implementation of GST effective in July, 2017. Despite of that the Company has made profit due to diligent decision making, effective cost reduction measures and Company''s planned strategy for conducting business.

The Company''s consolidated results shown marginal drop in profitability as its wholly owned subsidiary Delivrex India Limited has not yet started its operation.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year till the date of this Report. There is no change in the nature of business during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited standalone financial statements of the Company and its subsidiary Company, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate Affairs, vide notification dated February 16, 2015, notified the Companies (Indian Accounting Standard Rules), 2015 whereby (Indian Accounting Standards (Ind AS) became applicable to certain classes of companies in phased manner. Ind AS replaced the generally accepted accounting principles (Indian GAAP) prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from 1st April, 2017. Consequently, the financial statement has been prepared in accordance with the IND AS prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Beginning 1^st April, 2017, the Company has for the first time adopted IND AS with a transition date of 1^st April, 2016.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

The Company has one wholly owned subsidiary ''Delivrex India Limited'' as on 31^st March, 2018 having business akin and germane to the business of holding Company and there has been no change in the nature of business of wholly owned subsidiary during the year. The Company does not have any Associate or Joint Venture Company as on 31^st March, 2018.

A separate statement containing the salient features of financial statements of subsidiary of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (''AGM''). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of the Company (www.patel-india.com).

TRANSFER TO RESERVES:

Your Company has transferred Rs, 2.00 crore to the general reserve and Rs, 2.00 crore to contingency reserve. The closing balance of General Reserve stood at Rs, 48.78 crore and Contingency Reserve stood at 6.04 crore as on 31^stMarch, 2018. An amount of Rs, 8.23crore is carried forward in Profit and Loss.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of Rs, 0.75 per share i.e. 7.5% on the equity share capital of the Company for the financial year ended March 31, 2018. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Company''s long term objectives of growth and also for conservation of resources for diversification.

OPERATIONS AND FUTURE OUTLOOK:

Your Company has strategic plans for its express business and warehousing divisions to make our organization diversified and profitable venture in the years to come.

Your Company has acquired land of 2.20 acres for Warehouse at Bangalore on very long term lease of 99 years from Karnataka Industrial Areas Development Board. The construction plans are approved by the authorities and the construction of warehouse facility is going on presently and will be operative in current financial year.

Your Company also acquired 3.00 acres of land in Chennai for construction of warehouse and transshipment facility. The facility will synergise and be utilized for Warehousing, Express & Distribution business of the Company.

This new set up will certainly leads to considerable rent saving, revenue growth and higher profitability for the Company in years to come.

Plans has been put to increase efficiency of operations with reduced cost and network expansion This will lead to increase in revenue in our Express and LTL business. All pick up & delivery vehicles have GPS being installed which would be monitored from transshipment & HO.

FINANCE:

Issue of Equity shares upon conversion of Warrants:

During the year under consideration, the Company on 12^th July, 2017 allotted 6,49,311 equity shares of ''10/- each against the conversion of equity warrants to Strategic Investor, Frontline Strategy Limited, a company registered in Mauritius, not forming part of the Promoter Group of the Company upon its exercise of option for conversion of same number of Convertible Equity

Warrants fully paid up at an issue price for Rs, 115/- (including premium of Rs, 105/-) issued by the Company on preferential basis in terms of SEBI (ICDR) Regulations, 2009 and as per special resolution passed by the members at their Extra Ordinary General Meeting held on 28^th December, 2015.

Consequent to such allotment, the Paid-up Equity Share Capital of the Company has increased from Rs, 15,88,66,120/consisting of 1,58,86,612 equity shares of Rs,10/- each to Rs, 16,53,59,230/- consisting of 1,65,35,923 equity shares of Rs,10/each.

The Company on 14^th July, 2017 has cancelled 2,79,689 number of equity warrants allotted to Frontline Strategy Limited as the warrant holder did not exercise the right to convert the equity warrants into equity shares within the due date of 18 months from the date of allotment of equity warrants, which was 13^th July, 2017. Accordingly, the 25% of the consideration amount received at the time of allotment of the above equity warrants in terms of Regulation 77 SEBI (ICDR) Regulations 2009 was forfeited and transferred to Capital Reserve.

Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements as well as long term finance for funding the part of capital expenditure.. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting. The Company could bring down interest cost by proper mix of utilization of finance from various banks and closely pursuing with the Bank to reduce the Interst cost.

Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs, 1598.69 lacs as on 31^st March, 2018. There were no unpaid or overdue deposits as on 31^st March, 2018, other than unclaimed Deposits and interest accrued thereon aggregating Rs, 0.45 lacs out of which nothing is outstanding for the period of more than seven years and liable to be transfer to Investor Education and Protection Fund.

The Companies (Acceptance of Deposits) Amendment Rules, 2017 dated 11^th May, 2017 allowed Companies to accept deposits without deposit insurance contract till 31^st March, 2018 or till the availability of a deposit insurance product, whichever is earlier. Subsequently the provision of deposit insurance is omitted vide section 15(ii) of Companies (Amendment) Act, 2017 effective from 15^th August, 2018.

Credit Rating:

The Company is continued to be rated as ''IND BBB'' [outlook stable] for Company''s fund based borrowings & finance lease and ''IND A3 '' [outlook stable] rating for its non fund based borrowings and ''IND tA-'' (Stable) for its Fixed Deposit Programme (for amount not exceeding Rs, 20.00 cr.) by India Ratings & Research Private Ltd (India Ratings), a Fitch group Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

CORPORATE SOCIAL RESPONSIBILITY:

Company''s CSR policy focuses on areas such as education, support for the woman, elderly people, children and social inclusion. This entails transcending business interests and grappling with the âquality of lifeâ challenges that underserved communities face, and working towards making a meaningful difference to them. The detailed policy of the Company is available on our website www.patel-india.com

During the year, we have spent Rs, 7,00,000/- (Rupees seven lakhs only) on CSR activities. The details of CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

RISK MANAGEMENT:

However the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act,

2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. However this requires up gradation and improvement under new business environment. The Company is constantly improving the quality and implementing more internal financial controls.

The Internal Audit Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and advise the operating people about the action taken on such report and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Asgar Patel Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered himself for re-appointment as the Director.

Subject to approval of members in the General Meeting, the Board of Directors had on the recommendation of the Nomination & Remuneration Committee reappointed in their meeting held on 20^th February, 2018, Mr. Areef A. Patel as the Whole-time Director designated as âExecutive Vice-Chairmanâ, who is Key Managerial Personnel under Section 203 of the Companies Act, 2013 for a period of three years commencing from 1^st April, 2018. The approval of members is sought for the reappointment of Mr. Areef A. Patel as the Whole-time Director at the ensuing Annual General Meeting.

There is no other Key Managerial Personnel appointed or resigned during the year under review.

Disclosure from Independent Directors:

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 27^th March, 2018 have reviewed and evaluated the performance of Board as a whole, Chairman and Executive Vice Chairman.

Remuneration Policy:

Meetings:

During the year eight

Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act, 2013 that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

Apart from receiving remuneration by executive directors, sitting fees by Non-executive directors, and professional fees paid to directors none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party disclosure.

STATUTORY AUDITORS AND AUDITORSâ REPORT:

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Hitesh Shah & Associates, Chartered Accountants, Firm Registration No. 103716W was appointed as statutory auditors of the Company to hold office for one term of 5 years commenced from conclusion of the 55^thAnnual General Meeting up to the 60^th Annual General Meeting of the Company to be held in calendar year 2022. The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

The Auditors'' Report for the financial year 2017-18 is unmodified i.e. it does not contain any qualification(s), reservation(s) or adverse remark(s) and forms part of this Annual Report.

In accordance with the Companies (Amendment) Act, 2017, Ministry of Corporate affairs as per the notification dated 7^th May, 2018 have done away with the provision relating to ratification of appointment of statutory auditors by members at every Annual General Meeting.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31^st March, 2018 is set out as âAnnexure [III]â to this Report.

DISCLOSURE REQUIREMENTS:

Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 is not applicable to the Company as the same is applicable for top 500 listed entities based on market capitalization.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as âAnnexure [IV]â to this Report.

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

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on : The operations of your Company are not energy intensive. However conservation of energy all efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in Maintenance systems and

(ii) The steps taken by the Company for through improved operational techniques. utilizing alternate sources of energy

The Company continues its in-house programme of enlightening and

(iii) The capital investment on energy educating its commercial vehicle drivers for greater fuel efficiencies. conservation equipmentâs All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation. More and more CNG vehicles are included in the fleet.

All new vehicles were purchased in compliance with all regulations relating to pollution control.

The Company has ongoing process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.

No material capital investment incurred by the Company during the year 2017-18.

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology : Updating of Technology is a Continuous process; appropriate absorption technology is implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Transport and Logistics Industry.

(ii) The benefits derived : The Company is steadily delivering on its promise of providing the

swift service Investment in IT and state-of-the art tracking systems,

(iii) Imported Technology : There is no imported technology imported during the last three years.

(iv) The expenditure incurred on Research : No expenditure is incurred on Research and Development by the and Development Company during the year 2017-18.

(Rs, in lakhs)

	Year ended 31^s1 March, 2018	Year ended 31^st March, 2017
Earnings in Foreign Exchange
Air Freight Billing, and other expenses (Net)	Nil	Nil
TOTAL ...	Nil	Nil
Expenditure in Foreign Currency
Membership and Subscription Fees	0.37	0.42
Travelling (excluding air fare)	1.63	1.01
TOTAL ...	2.00	1.43

MAINTENANCE OF COST RECORDS:

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2017-18:

No of Complaints received : Nil

No of Complaints disposed off : Nil

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^stMarch, 2018 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Hitesh Shah & Associates.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31^st March, 2018 and of the profits of the Company for the financial year ended 31^st March, 2018;

4) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis;

5) the Company has proper internal financial controls in place. However the Company continues to develop better controls for implementation in current financial year.

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

APPRECIATION:

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

The Board of Directors gratefully acknowledge the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors

Registered Office:

Patel House, 5^th Floor, Plot No. 48, AREEF A. PATEL - Executive Vice Chairman

Gazdarbandh, North Avenue Road, DIN_:00075687

Santacruz (West)

Mumbai - 400 054. Â±

P. S. G. NAIR - Director

Mumbai, dated 28th August, 2018 DIN:00074494

Mar 31, 2016

To,

The Members of

Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 54^th Annual Report for the year ended 31^st March 2016.

FINANCIAL RESULTS:

The financial results are as under:

(Rs. in lakhs)

	Year ended 31^st March, 2016	Year ended 31^st March, 2015
Profit before Interest, Depreciation & Tax	2437.03	2151.82
Less : Interest	902.22	901.25
Profit before Depreciation	1534.81	1250.57
Less : Depreciation	428.12	451.34
Profit before tax	1106.69	799.23
Less : Provision for tax	326.00	242.00
Less : Deferred Tax	(42.97)	(41.32)
Less : ( Excess ) / Short Provision of Income Tax for earlier years	(13.76)	(0.44)
Profit after tax	837.42	598.99
Add : Balance of Profit from previous year	335.67	478.66
TOTAL ...	1173.09	1077.65
APPROPRIATIONS:
Equity Dividend	76.68	75.93
Tax on Dividend	15.61	15.46
Transfer to General Reserve	200.00	200.00
Transfer to Contingency Reserve	250.00	120.00
Additional Depreciation on Fixed Assets ( Net of Deferred Tax Assets)	--	330.59
Balance carried to Balance Sheet	630.80	335.67
TOTAL .	1173.09	1077.65

FINANCIAL PERFORMANCE REVIEW:

The highlights of Companyâs performance are as under:

-Revenue from operations decreased by 13.03% to Rs. 511.36 cr.

-EBITDA increased by 9.47% to Rs. 21.72 cr.

-Profit before Tax increased by 38.47% to Rs. 11.07 cr.

-Net Profit after Tax increased by 39.80% to Rs. 8.37 cr.

-Net Worth stood at Rs. 102.77 cr., Fixed Asset base was Rs. 40.28 cr. and the Basic EPS was Rs. 5.46 and Diluted EPS (after considering conversion of warrants) was Rs. 4.98.

The financial year 2015-16 has been a successful year for the Company in terms of financial performance of the Company during the year. Although the volume of sales was decreased during the year, the lower input cost and cost reduction measures leads to better performance during the year.

The reduction in the revenue from operation is due to reduction in loads from the customer as your Company is looking at weeding out its small unprofitable customers and is focusing on to quality customers and realization of debts within contracted period. The effective management of truck hire on major routes also benefitted to the Company. In our surface transport business the Retail business has achieved best results.

There is no change in the nature of business during the year under review.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of Rs. 0.5/- per share i.e. 5% on the equity share capital of the Company for the financial year ended March 31, 2016. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Companyâs long term objectives of growth and also for conservation of resources for diversification. The dividend payout on 7,00,000 equity shares allotted on preferential basis during the year 2015-16 is considered on pro-rata basis, from the date of allotment i.e. 14^th January 2016.

FUTURE OUTLOOK:

Riding on the back of a GDP growth, globalization, FDI in logistics, growth in e-commerce, and increasing government support, the logistics sector is set to make an indelible impression in the years to come. Itâs like the commencement of a new age for the Indian logistics sector which is drawing more investment, creating more employment and also contributing significantly to the growth of Indian economy. With fast evolving regulatory policies, mammoth infrastructure projects have driven the Indian logistics market. Today there is alarming need in this business for an integrated logistic player to manage the deliveries effectively. The implementation of GST will also lead to positive impact on transportation and warehousing industry in India.

Your Company is poised to take advantage of this situation to continue to give its best to its customers. We are trying to match steps with our rapidly growing economy with the goal to establish ourselves as a major player in the area of our business. Your Company is looking to undertake various measures which include development of existing business activities like upgrading the existing & acquiring additional Super Express Hubs in Strategic Locations for our surface business, Express Trucking for the major corridors, acquiring our own godown for our warehousing business, additional warehouses in other locations in North and South. We also strengthening our sales team to increase penetration in to our Patel Retail segment which has high margin business.

The present pan India network and market share of your Company is best suited for B2C play. Your Company is getting into the B2C e-commerce delivery business through its subsidiary company and proposed joint venture in nearly 25-50 cities as part of its 1^st Phase in the coming year.

FINANCE:

A) Preferential issue of Equity Shares and Equity Warrants:

Pursuant to the consent granted by members at their Extra Ordinary General Meeting held on 28^th December 2015, the Board of Directors, at their meeting held on 14^th January, 2016, allotted to Frontline Strategy Limited, strategic investor which is an incorporated nonresident entity incorporated and registered in Mauritius having its office at C/o Cim Fund Services Limited, 33 Edith Cavell Street, Port Louis, Mauritius, 7,00,000 fresh Equity Shares of Rs.10/- each at a premium of Rs.105/- per Equity Share aggregating to Rs. 8,05,00,000/- and 9,29,000 Equity Warrants of Rs.10/- each at a premium of Rs.105/- per Equity Warrant aggregating to Rs. 10,68,35,000/-. Consequent upon the fresh issue of Equity Shares, the paid-up share capital of the Company has increased from Rs. 1518.66 lacs to Rs. 1588.66 lacs. The issue of fresh Equity Shares and Equity Warrants has not resulted in to any change in the composition of Board of Directors, Management or Control of the Company.

The aforesaid fresh Equity Shares rank pari-passu with existing Equity Shares with respect to the voting rights and dividend entitlement except dividend if any declared for the financial year 2015-16 which will be paid on pro-rata basis from the date of allotment.

The holders of Equity Warrants have an option to apply for and obtain one Equity Share for each Equity Warrant allotted to them on 14^th January, 2016. The option is exercisable within a period of 18 months from the date of allotment of Equity Warrants. However, till the date of this Report, the holders of the Equity Warrants have not exercised the option granted to them.

The Board of Directors take this opportunity to thank Frontline Strategy Limited who have shown confidence in the endeavours of the management and invested in the future of the Company.

The entire proceeds of preferential allotment is remained unutilized in the current account of the Company as on 31^st March 2016 as the project is expected to start its operations in the current year.

B) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

C) Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs. 1467.42 lacs as on 31^st March 2016. There were no unpaid or overdue deposits as on 31^st March 2016, other than unclaimed Deposits and interest accrued thereon aggregating Rs.13.98 lacs. There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

The Companies (Acceptance of Deposits) Amendment Rules, 2016 dated 29^th June 2016 allowed Companies to accept deposits without deposit insurance contract till 31^st March 2017 or till the availability of a deposit insurance product, whichever is earlier.

D) Credit Rating:

Credit Analysis & Research Ltd (CARE), has assigned credit rating CARE BBB [moderate degree of safety] for Companyâs fund based borrowings & finance lease and CARE A3 [moderate degree of safety] rating for its non fund based borrowings from the banks.

India Ratings & Research Private Ltd (India Ratings), a Fitch group Company has upgraded credit rating for Companyâs fund based borrowings & finance lease to âIND BBBâ [outlook positive] from IND BBB- (outlook stable) and rating for its non fund based borrowings from the banks upgraded to âIND A3 [outlook positive] from IND A3 (outlook stable).

India Ratings has also assigned credit rating âIND tA-â (positive) for its Fixed Deposit Programme.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

TRANSFER TO RESERVES:

Your Company has transferred Rs. 2.00 crore to the general reserve and Rs. 2.50 crore to contingency reserve. An amount of Rs. 6.31 crore is carried forward in Profit and Loss.

CORPORATE SOCIAL RESPONSIBILITY:

The CSR expenditure incurred by your Company during the financial year 2015-16 was Rs. 9.98 lacs against the statutory requirement of Rs. 9.96 lacs i.e. 2% of the average profit before tax for the last three financial years and also already committed additional Rs. 16.70 lacs during the current financial year. The CSR initiatives of your Company were under the identified thrust areas as provided under the CSR Policy of the Company. Your Companyâs CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2016, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure [I].

RISK MANAGEMENT:

AUDIT COMMITTEE:

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company is constantly thinking about improvement in internal financial controls.

The Internal Audit Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015. The policy deals with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

The Company does not have any Subsidiary or Associate or Joint Venture Company as on 31^st March 2016. Therefore separate section for report on the performance and financial position of subsidiaries, associates and joint venture companies is not required to present.

The Company has formed âDelivrex India Limited'' as its subsidiary company on 3^rd May 2016 which will carry specific business of logistic services of e-commerce related delivery of online products. Further âDelivrex India Limited'' has become wholly owned subsidiary w.e.f. 14^th June 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

Mr. Asgar Shakoor Patel Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered himself for re-appointment as the Director.

Mr. Vilas Unavane was appointed as an Additional Director of the Company with effect from 9^th February 2016. Mr. Vilas Unavane vacates office of Director, at the ensuing Annual General Meeting. The Company has received a Notice alongwith the necessary deposit u/s 160 of the Companies Act, 2013, proposing the candidature of Mr. Vilas Unavane as the Independent Director of the Company under the Companies Act, 2013 for the period of 5 years with effect from 28^th September 2016.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015.

The Company has appointed Mr. Mahesh Fogla as Chief Financial Officer (CFO) of the Company w.e.f. 1^st March 2016.There is no Key Managerial Personnel resigned during the year under review.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 9^th February 2016 have reviewed and evaluated the performance of Board as a whole, Chairman and Executive Vice Chairman.

Remuneration Policy:

Meetings:

During the year seven Board Meetings and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [II].

Apart from receiving remuneration by executive directors and sitting fees by Non executive directors, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note 37 to the financial statement which sets out related party disclosure. AUDITORS AND AUDITORSâ REPORT:

At the 52^nd AGM of your Company, M/s. MSP & Co., Chartered Accountants (Firm Registration No. 107565W) was appointed as the Auditors to hold office till the conclusion of the 55th AGM of your Company.

The Board of Directors at its meeting held on 27^th May, 2016, on the recommendations of the Audit Committee, in accordance with the provisions of Section 139(8) of the Companies Act, 2013 ratified the appointment of M/s. MSP & Co., Chartered Accountants, to continue to act as the Auditor of your Company till the conclusion of the 55^th AGM.

M/s. MSP & Co. Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

The Auditorsâ Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

DISCLOSURE REQUIREMENTS:

To comply with conditions of Corporate Governance, pursuant to regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, a Management Discussion and Analysis Report, Corporate Governance Report and Auditorsâ Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report for the financial year ended 31^st March 2016 is set out as "Annexure [III]â to this Report.

EXTRACT OF ANNUAL RETURN:

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

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on : Energy conservation continues to receive priority attention at all levels. All efforts conservation of energy are made to conserve and optimize use of energy with continuous monitoring, improvement in Maintenance systems and through improved operational techniques.

(ii) The steps taken by the : The Company continues its in-house programme of enlightening and educating Company for utilizing its commercial vehicle drivers for greater fuel efficiencies. All the vehicles owned alternate sources of energy by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation. Also planning to use Bio-fuel for enhancing more efficiency of vehicles.

(iii) The capital investment : The Company has ongoing process to conserve the energy by replacement on energy conservation of old electronic devices and installation of new efficient power saving devices equipments whenever required.

No material capital investment incurred by the Company during the year 2015-16.

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards : Updating of Technology is a Continuous process; appropriate technology is technology absorption implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Transport and Logistics Industry.

^{(ii) The benefits derived}^: The Company has developed in house web- based application for complete logistics operationâs requirements which helping order processing and tracking the shipments with the entire operation cycle of the GCNs and improving dispatch and delivery efficiency.

(iii) Imported Technology ^: There is no imported technology imported during the last three years.

(iv) The expenditure incurred on : No expenditure is incurred on Research and Development by the Company Research and Development during the year 2015-16.

(Rs. in lakhs)

	Year ended 31^st March, 2016	Year ended 31^st March, 2015
Earnings in Foreign Exchange
Air Freight Billing and other expenses (Net)	1.62	7.78
TOTAL	1.62	7.78
Expenditure in Foreign Currency
Membership and Subscription Fees	0.41	0.42
Travelling (excluding air fare)	3.06	6.79
TOTAL	3.47	7.21

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2015-16:

No of Complaints received	Nil
No of Complaints disposed off	Nil

DIRECTORSâ RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31^st March 2016 are in full conformity with the requirement of the Companies Act, 2013.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31^st March 2016 and of the profits of the Company for the financial year ended 31^st March 2016;

4) the Directors have prepared the Annual Accounts of the Company on a âgoing concern'' basis;

5) the Company has proper internal financial controls in place. However the Company continues to develop better controls for implementation in current financial year.

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

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items or these items are not applicable to the Company during the year under review:

1) No material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March 2016 and the date of this report.

2) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

Registered Office : For and on behalf of the Board of Directors

Patel House, 5^th Floor, Plot No. 48,

Gazdarbandh, North Avenue Road,

Santacruz (West) AREEF A. PATEL - Executive Vice Chairman

Mumbai - 400 054. DIN:00075687

Mumbai, dated 9^th August, 2016 P S''G''NA.IR - Director

DIN:00074494

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 53rd Annual Report for the year ended 31st March 2015.

FINANCIAL RESULTS :

The financial results are as under: (Rs. in lakhs)

Year ended Year ended 31st March, 31st March, 2015 2014

Profit before Interest, Depreciation & Tax 2161.55 1673.02

Less : Interest 910.98 915.17

Profit before Depreciation 1250.57 757.85

Less : Depreciation 451.34 448.97

Profit before tax 799.23 308.88

Less : Provision for tax 242.00 97.00

Less : Deferred Tax (41.32) (23.02)

Less : (Excess) / Short Provision of (0.44) - Income Tax for earlier years

Profit after tax 598.99 234.90

Add : Balance of Profit from 478.66 627.60 previous year

TOTAL ... 1077.65 862.50

APPROPRIATIONS:

Equity Dividend 75.93 75.93

Tax on Dividend 15.46 12.91

Transfer to General Reserve 200.00 200.00

Transfer to Contingency Reserve 120.00 95.00

Additional Depreciation on Fixed 330.59 - Assets (Net of Deferred Tax Assets)

Balance carried to Balance Sheet 335.67 478.66

TOTAL ... 1077.65 862.50

FINANCIAL PERFORMANCE REVIEW:

The highlights of Company's performance are as under:

* Revenue from operations increased by 8.25% to Rs.587.98 cr.

* EBITDA increased by 25.73% to Rs.19.94 cr.

* Profit before Tax increased by 158.57% to Rs.7.99 cr.

* Net Profit increased by 155% to Rs.5.99 cr.

* Net Worth stood at Rs.90.53 cr., Fixed Asset base was Rs.42.66 cr. and the EPS was Rs.3.94.

The financial year 2014-15 has been a successful year for the Company in terms of financial performance of the Company during the year due to increase in sales. During the year the Company focused on Retail (Express delivery) segment of business, which has the better margins of profit. The lower input cost and cost reduction measures also leads to better performance during the year.

There is no change in the nature of business during the year under review.

DIVIDEND:

For the year under consideration, the Board of Directors recommended a dividend of Re.0.5/- per share i.e. 5% on the equity share capital of the Company for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend payout for the year under review has been formulated after consideration of Company's long term growth objectives to be met by internal accruals.

FUTURE PLANS AND OUTLOOK:

In 2015 the Global economic outlook and that of India is expected to improve significantly as India begins to tackle the economic downturn. With a new government set in place and with GST going to be implemented in 2016, and with many policies are expected to be implemented which will give a fresh impetus to India's growth engine particularly in the corporate and SME sector which in turn will expand demand for the logistics sector. The biggest boost to the growth of the industry is coming from the increasing consumer demand, particularly in the Tier 2 and 3 sections of the country. This is being further fueled by the revolutionary growth being seen in e-commerce which is leading to logistics companies responding with new innovations in service since logistics is the most critical ingredient in the success of an online business.

To cater the growth in e-commerce business, your Company in the coming years, aiming to increase the portion of revenue generated from e-commerce companies by providing them fast-track delivery of their products to their customers across the country. Sensing the boom for logistic industry, the Company is planning to focus on top e-commerce players for volumes and revenue generation.

Your Company is also pursuing and studying expansion into warehousing. Your Company already has a Custom bonded Warehouse in Chennai for the last seven years. The company is exploring options to serve its e-commerce customers in a much more inclusive way.

With GST and faster development of road projects like the NS-EW corridor highway and National waterways Sagarmala project, your Company is hopeful that the coming years will be rocking for logistic sector.

FINANCE:

A) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

B) Fixed Deposits:

The Company is accepting unsecured fixed deposits from the public in accordance with the requirements prescribed under Chapter V of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs.1234.62 lacs as on 31st March 2015. There were no unpaid or overdue deposits as on 31st March 2015, other than unclaimed Deposits and interest accrued thereon aggregating Rs.7.32 lacs. There has been no default in repayment of deposits or payment of interest thereon during the year under consideration. The Company has not accepted any deposits which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

Ministry of Corporate Affairs (MCA) vide its Notification No. G.S.R. 241(E), dated 31st March 2015 allowed Companies to accept deposits without deposit insurance contract till 31st March 2016 or till the availability of a deposit insurance product, whichever is earlier.

C) Credit Rating:

India Ratings & Research Private Ltd (India Ratings), a Fitch group Company has affirmed National long term credit rating 'IND BBB-' [outlook positive] for Company's fund based borrowings & finance lease and 'IND A3' [outlook positive] rating for its non fund based borrowings from the banks for 2015-16

India Ratings has also assigned credit rating 'IND tA-' (adequate safety) for its Fixed Deposit Programme for 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

TRANSFER TO RESERVES:

Your Company has transferred Rs.2.00 crore to the general reserve and Rs.1.20 crore to contingency reserve. An amount of Rs.3.36 crore is retained in the Statement of Profit and Loss.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the Companies Act, 2013 concerning Corporate Social Responsibility alongwith the Rules thereunder and revised Schedule VII were notified on 27 February 2014 to come into effect from 01 April 2014. Your Company welcomes the initiative taken by the MCA with an aim to embrace responsibility for the corporate actions and encourage a positive impact through its activities on the environment, consumers, employees, communities and all other members of the public sphere who may also be considered stakeholders.

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are become applicable to the company only at the end of the financial year i.e. on 31st March 2015 upon meeting the threshold criteria of net profit of Rs.5.00 crore or more and hence the Company had not spend any amount towards the CSR activities in the financial year 2014-15.

The Company, being covered under the provisions of the said Section, has formed a Committee of Directors, titled "Corporate Social Responsibility Committee" on 28th May 2015.

The purpose of the Committee is to formulate and monitor the CSR Policy of the Company. The Committee will formulate a CSR Policy for consideration of the Board. The Company has initiated necessary steps to implement CSR activities in current financial year. The Annual Report on CSR activities in prescribed format under Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable for the financial year 2014-15.

RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

There are no risks which in the opinion of the operating management threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE:

The Company has Audit Committee of Board of Directors constituted in accordance with section 177 of the Companies Act, 2013. The details of the Audit Committee are explained in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS AND THEIR A DEQUECY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company is constantly thinking about improvement in internal financial controls.

The Internal Audit Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, the Audit Committee/ Board initiate corrective action in respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement The policy deals with instance of fraud and mismanagement, if any, The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE:

The Company does not have any Subsidiary or Associate or Joint Venture Company as on date of this report. Therefore separate section for report on the performance and financial position of subsidiaries, associates and joint venture companies is not required to present.

DIRECTORS:

Appointments:

Mr. Syed K. Husain, Non Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and, being eligible, has offered himself for re-appointment as the Director.

Ms. Bhumika Batra was appointed as an Additional Independent woman Director of the Company with effect from 30th March 2015. Ms. Bhumika Batra vacates office of Director, at the ensuing Annual General Meeting. The Company has received a Notice alongwith the necessary deposit u/s 160 of the Companies Act, 2013, proposing the candidature of Ms. Bhumika Batra as the Independent Director of the Company under the Companies Act, 2013 for the period of 5 years with effect from 15th September 2015.

At the last Annual General Meeting held on 21st August 2014, the members had appointed Mr. P.S.G. Nair, Mr. Sandeep Parikh and Mr. Farukh Wadia as Independent Directors under the Companies Act, 2013, each for a term of 5 years with effect from 21st August 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Subject to approval of members in the General Meeting, the Board of Directors had on the recommendation of the Nomination & Remuneration Committee reappointed in their meeting held on 30th March 2015, Mr. Areef A. Patel as the Whole-time Director designated as "Executive Vice-Chairman", who is Key Managerial Personnel under Section 203 of the Companies Act, 2013 for a period of three years commencing from 1st April 2015. The approval of members is sought for the reappointment of Mr. Areef A. Patel as the Whole-time Director at the ensuing Annual General Meeting.

There is no Key Managerial Personnel resigned during the year under review.

Board Evaluation:

The Nomination and Remuneration Committee at its meeting held on 3rd July 2014 and the Board of Directors at its meeting held on 4th July 2014 respectively, had laid down criteria for performance evaluation of Directors, Committees of the Board and Board as a whole and also the evaluation process for the same. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In pursuance to the above, Independent Directors in their separate meeting held on 30th March 2015 have reviewed and evaluated the performance of Board as a whole, Chairman and Executive Vice Chairman.

Remuneration Policy:

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

Meetings:

During the year nine Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions referred to in section 188(1) of the Companies Act 2013 that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Hence there is no information to be provided as required in Form No. AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Apart from receiving remuneration by executive directors and sitting fees by Non executive directors, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures. The ICD taken from related party was prior to commencement of section 188 of Companies Act 2013 and hence no separate report is given.

AUDITORS AND AUDITORS' REPORT:

At the 52nd AGM of your Company, M/s. MSP & Co., Chartered Accountants (Firm Registration No. 107565W) was appointed as the Auditors to hold office till the conclusion of the 55th AGM of your Company.

The Board of Directors at its meeting held on 28th May, 2015, on the recommendations of the Audit Committee, in accordance with the provisions of Section 139(8) of the Companies Act, 2013 ratified the appointment of M/s. MSP & Co., Chartered Accountants, to continue to act as the Auditor of your Company till the conclusion of the 55th AGM.

M/s. MSP & Co. Chartered Accountants, who retire at the ensuing AGM of your Company, are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.

The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE:

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is set out as "Annexure [I]" to this Report. The Secretarial Audit Report contained one observation about non appointment of CFO as required under Section 203 of the Companies Act, 2013. The Company is under process of appointment of right candidate for the post of CFO of the Company. However Vice President-Finance & Accounts, being a competent person is discharging the functions of CFO.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [II]" to this Report.

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

As stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on : Energy conservation continues to conservation of energy receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring,

(ii) The steps taken by the improvement in Maintenance systems Company for utilizing and through improved operational alternate sources of energy techniques.The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for (iii) The capital investment greater fuel efficiencies. All the on energy conservation vehicles owned by the Company equipments undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation. Also planning to use Bio-fuel for enhancing more efficiency of vehicles.

The Company has on going process to conserve the energy by replacement of old electronic devices and installation of new efficient power saving devices whenever required.

No material capital investment incurred by the Company during the year 2014-15.

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards : Updating of Technology is a technology absorption: technology is implemented and adapted by the Company for innovation. Efforts are continuously Continuous process; appropriate made to develop new products required in the Transport and Logistics Industry.

(ii) The benefits derived: : The Company has developed in house web- based application for complete logistics operation's requirements which helping order processing and tracking the shipments with the entire operation cycle of the GCNs and improving dispatch and delivery efficiency.

(iii) Imported Technology: : There is no imported technology imported during the last three years.

(iv) The expenditure incurred on : No expenditure is incurred on Research and Development by the Company

Research and Development : during the year 2014-15.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in lakhs)

Year ended Year ended 31st March, 31st March, 2015 2014

Earnings in Foreign Exchange

Air Freight Billing, and other expenses 7.78 13.18 (Net) TOTAL ... 778 13.80

Expenditure in Foreign Currency

Membership and Subscription Fees 0.42 0.40

Travelling (excluding air fare) 6.79 4.17

TOTAL ... 7.71 4.57

PARTICULARS OF EMPLOYEES:

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2014-15:

No of Complaints received : Nil

No of Complaints disposed off : Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2015 are in full conformity with the requirement of the Companies Act, 2013.

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, for the year ended March 31,2015, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 31st March 2015 and of the profits of the Company for the financial year ended 31st March 2015;

3) the proper and sufficient care has been taken 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;

4) the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis;

5) the Company has proper internal financial controls in place. However the Company is developing better controls for implementation in current financial year;

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

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of following items as either there were no transactions on these items or these items are not applicable to the Company during the year under review:

1) No material changes and commitments, if any, affecting the financial position of the Company occurred between the end ofthe financial year of the Company i.e. 31st March 2015 and the date of this report.

2) No Company have become or ceased to be Subsidiary, Associate or joint venture of the Company during the year under review.

3) No significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf ofthe Board of Directors

Registered office: AREEF A. PATEL - Executive Vice Chairman Patel House, 5th Floor, P. S. G. NAIR - Director Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai - 400 054. Mumbai, dated 29th July, 2015

Mar 31, 2014

The Members of

Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 52nd Annual Report and the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2014 31st March, 2013

Profit before Interest, Depreciation & Tax 1673.02 1797.21

Less : Interest 915.17 918.94

Profit before Depreciation 757.85 878.27

Less : Depreciation 448.97 493.09

Profit before tax 308.88 385.18

Less : Provision for tax 97.00 153.00

Less : Deferred Tax (23.02) (9.10)

Profit after tax 234.90 241.28

Add : Balance of Profit from previous year 627.60 975.16

TOTAL 862.50 1216.44

APPROPRIATIONS:

Equity Dividend 75.93 75.93

Tax on Dividend 12.91 12.91

Transfer to General Reserve 200.00 200.00

Transfer to Contingency Reserve 95.00 300.00

Balance carried to Balance Sheet 478.66 627.60

TOTAL 862.50 1216.44

PERFORMANCE REVIEW:

The financial year 2013-14 has been challenging. Economic growth declined across all the sectors due to a variety of domestic and external factors. Emerging market like India faced challenges like capital outfl ow, intense exchange rate pressures and volatile current account movement. A combination of high infl ation, fi scal imbalances, external sector vulnerabilities and low investments resulted in dip domestic demand growth. This sluggish situation has impact on the business volume of your Company during the year under consideration. Despite of such challenging environment, the Company, although not able to perform to its full potentials, has done reasonably well to sustain itself in such diffi cult economic scenario.

The performance of your Company in terms of the revenue earned during the financial year 2013-14 has been not upto its full potentials. Total income earned by the Company during the year under consideration was decreased and stood at Rs.54666.60 Lacs as compared with Rs.58034.53 lacs for the previous year. The Profit Before Tax was Rs.308.88 lacs and Profit After Tax was Rs.234.90 lacs. The reduction in Profit After Tax as compared to previous year was mainly on account of reduction in the revenue earned during the year.

The Net Worth of your Company stood at Rs.8991.23 lacs while the Fixed Assets base was Rs.4857.74 lacs. The Earning Per Share was Rs.1.55

In this tough operating environment the Company was continued on its path of taking strategic measures which will enable the Company to emerge stronger in the times ahead. A number of strategic initiatives are under progress like focusing on warehousing business, technology, and people development. These initiatives should lead to sustainable long term benefits. The Company is also concentrating on its Retail Express Business by focusing on increasing door delivery effi ciencies and customer services. The prudent cost reduction measures like controlling operation cost, administrative expenses, fi nance cost have also been undertaken along with plans for faster recovery of dues. The full impact of the same would be seen in the current year.

Your Company is confi dent of improving its volumes, profitability and market leadership in the current year and will be able to gain its glory back once again.

DIVIDEND :

For the year under consideration, the Board of Directors have recommended a dividend of Re.0.50/- per share i.e. 5% on the equity share capital of the Company for the financial year ended March 31, 2014. The dividend payout for the year under review has been formulated after consideration of shareholders aspirations and Company''s long term growth objectives to be met by internal accruals.

FUTURE PLANS AND OUTLOOK:

With the GDP Growth rate of Indian economy is slowing down in the year 2013-14, it is always challenging for the corporates to grow in terms of business and profitability. Our planning in the coming year is to sustain the present business and look for the opportunities to increase our profitability through various factors like improvement in operation cost; improvements in IT initiatives of Google Talk & upgrading of application PTMS which cater the new changes in the business environment; initiatives with the new Airlines, International outbound & inbound business which we are planning to cater in the coming year.

With the stable government is now in the centre for the next five years, the Indian economy is hopeful of its recovery in terms of GDP growth in the year ahead. With the expected industrial and economic growth all the Transport and Logistic players are looking to grow substantially in the current year. Your Company is also looking forward to growth in all areas of the Business and continue to give its best to its customers.

The Company is certainly focusing on ''Patel Retail'' division of the Company which would ensure Last Leg Deliveries. With the improvement in Express Delivery Services all throughout the country, we are looking to expand our Express Business by nearly 20% on the current levels. With the increased focus on sales & delivery your Company ensures that the customers get the advantage of new routes and services. The Company is also planning to strategically increase Market Share in Full Truck Loads Business, where the ROI is in line with the Company''s prescribed policies.

The demand for warehousing space is growing steadily and the Company is seriously planning to expand its warehousing and related activities business, which will bring more value for the shareholders in the years to come. We are actively looking to set up a Warehouse in Mumbai or other States in line with our Warehouse activities already operating in Chennai currently.

With the new formation of Telangana State, your Company has entered into a Regional Tie up with BMPS, which has nearly 200 Plus Branches in the State of Andhra Pradesh & Telengana to further widen it''s delivery reach to both the states and to cater their growing demands. Your company is further looking to enter into such Strategic Tie Ups to increase both it''s network & reach in the coming year and planning to add nearly 250 Â 300 Delivery outlets through the Network Expansion Plan Model, in the year ahead.

The Company has already begun restructuring its Eastern Region Network and reduce its operational cost, which will start showing the results in the bottom line of the Company in the current year. After nearly 10 years of Eastern Operations, finally we are looking at much better in the year to come.

On the front of the Cargo Consolidation Business, Company continues to work with all its Airlines Vendor. The aviation industry is looking to expand its presence not only domestically but also opportunities from the In-Bound Express Delivery business Model which supports the Companies as well as Customers. With the incoming of new Airlines like Air Asia & Tata Â SIA the Indian Aviation is about to witness dynamic changes. One has to have a close & careful watch on which way the scenario will unfold. POBC continues to work with it''s Vendor Airlines to ensure maximum benefits to the Company.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FINANCE:

A) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

B) Fixed Deposits:

The Company has been accepting unsecured deposits from its shareholders, employees, their relatives and from public at large as permissible under the provisions of Companies Act 1956 read with the corresponding Companies (Acceptance of Deposits) Rules, 1975, earlier in force. However with the commencement of Companies Act, 2013 w.e.f April 01, 2014, deposits are now governed by the new Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Your Company is ''eligible company'' under the new provisions of the Act, to accept deposits from the public, subject to compliance with the requirements prescribed under the Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, Fixed Deposits accepted by the Company stood at Rs.1197.92 lacs as on 31st March 2014.There were no unpaid or overdue deposits as on 31st March 2014, other than unclaimed Deposits and interest accrued thereon aggregating Rs.12.00 lacs. During the year under consideration, amount of Rs.2.58 lacs being unclaimed fixed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund. The Company is maintaining ''Deposit Repayment Reserve Account'' as required under section 73(2) of the Companies Act 2013.

Your Company has decided to take the prior shareholders approval for Acceptance of Fixed Deposit required under the Companies Act 2013 through Postal Ballot.

C) Credit Rating:

India Ratings & Research Private Ltd (India Ratings), a Fitch group Company has affi rmed National long term credit rating ''IND BBB-'' [outlook stable] for Company''s fund based borrowings & fi nance lease and ''IND A3'' [outlook stable] rating for its non fund based borrowings from the banks for 2014-15

India Ratings has also assigned credit rating ''IND tA-'' (adequate safety) for its Fixed Deposit Programme for 2014-15.

DIRECTORS :

Mr. Asgar S. Patel, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company had, pursuant to section 149(4) of the Companies Act, 2013 and the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. P.S.G. Nair, Mr. Sandeep P. Parikh and Mr. Farukh S. Wadia as Independent Directors of the Company.

AUDITORS:

M/s M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. In accordance with Section 139 (1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s M.S.P. & Company as statutory auditors of the

Company for a term of 3 consecutive years from the conclusion of forthcoming AGM till the conclusion of the 55th Annual General Meeting to be held in year 2017, subject to ratification of their appointment at every Annual General Meeting.

AUDITORS'' REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts provide suffi cient explanations and hence no further comments required on the observations of Auditors. The Auditors'' Report is clean and there are no qualifi cations in their Report.

CORPORATE GOVERNANCE :

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certifi cate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the fi nancial year ended 31st March, 2014 is provided in the Annual Report.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A Â CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel effi ciencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation. Also planning to use Bio-fuel for enhancing more effi ciency of vehicles.

PART B Â TECHNOLOGY ABSORPTION : Not Applicable

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

THE COMPANIES ACT, 2013:

The Companies Act, 2013 was notifi ed in the Offi cial Gazette of the Government of India on August 29, 2013. On September 12, 2013, the Ministry of Corporate Affairs (MCA) notifi ed 98 sections and on March 27, 2014, the MCA notifi ed another 198 sections, which were deemed to come into force with effect from April 1, 2014. The MCA vide Circular No. 08/2014 dated April 4, 2014 clarifi ed that the financial statements and the documents required to be attached thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under. The Company has accordingly prepared this balance sheet, statement of profi t & loss, the schedules and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under. The Company has taken cognisance of the new legislation and complying with the provisions of the Companies Act, 2013, as applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2014 are in full conformity with the requirement of the Companies Act, 1956.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representation received from the Operating Management, confi rm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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;

3) the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors Registered Office :

Patel House, 5th Floor, Plot No. 48,

AREEF A. PATEL - Executive Vice Chairman

Gazdarbandh, North Avenue Road,

P. S. G NAIR - Director

Santacruz (West)

SYED K. HUSAIN - Director

Mumbai Â 400 054. SANDEEP P. PARIKH - Director

FARUKH S. WADIA - Director

Mumbai, dated 4th July 2014

Mar 31, 2013

To, The Members of Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 51st Annual Report and the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2013 31st March, 2012

Profit before Interest, Depreciation & Tax 1797.21 1667.39

Less : Interest 918.94 741.81

Proft before Depreciation 878.27 925.58

Less : Depreciation 493.09 427.27

Proft before tax 385.18 498.31

Less : Provision for tax 153.00 190.00

Less : Deferred Tax (9.10) (12.05)

Less : (Excess)/Short Provision of Income Tax for earlier years -- 52.09

Proft after tax 241.28 268.27

Add : Balance of Proft from previous year 975.16 1118.70

TOTAL Â 1216.44 1386.97

APPROPRIATIONS:

Equity Dividend 75.93 182.24

Tax on Dividend 12.91 29.57

Transfer to General Reserve 200.00 200.00

Transfer to Contingency Reserve 300.00 --

Balance carried to Balance Sheet 627.60 975.16

TOTAL Â 1216.44 1386.97

PERFORMANCE REVIEW:

The overall economic scenario continues to project a grim picture across all segments. FY 2012-13 proved to be a challenging year due to global economic uncertainties and disturbances in many parts of the World. However the global economy in the Financial Year 2012-13 improved slowly, but was short on expectations. Deceleration in industrial output and exports weakened India''s economic growth signifcantly. Your Company is also not exception to this situation. Despite these constraints and challenging environment, the Company, although not able to perform to its full potentials has done reasonably well to sustain itself in such diffcult economic scenario.

The performance of your Company in terms of the revenue earned during the fnancial year 2012-13 has been satisfactory. Total income earned by the Company during the year under consideration increased and stood at Rs.51078.26 lacs as compared with 45383.05 lacs for the previous year. The Proft Before Tax is Rs.385.18 lacs and Proft After Tax is Rs.241.28 lacs. The reduction in Proft After Tax as compared to previous year is mainly on account of higher Depreciation and fnance cost..

The Net Worth of your Company is Rs.8936.18 lacs while the Fixed Assets base is Rs.5126.89 lacs. The Fixed Assets if considered at the current market price, would be substantially higher but not quantifed. The Earning Per Share is Rs.1.59.

Your Company is taking various measures to meet the situation. The Company is concentrating on its ''Patel Retail'' express business, which has high margin of profts and also putting more efforts to increase its warehousing business in the years to come. Prudent cost reduction measures have also been undertaken along with plans for faster recovery of dues.

Notwithstanding the continued recessionary trends in the economy, the Company is confdent of improving its volumes and proftability in the current year and will be able to sail through the adverse economic conditions much more comfortably.

DIVIDEND :

For the year under consideration, the Board of Directors have recommended a dividend of Re.0.50/- per share i.e. 5% on the equity share capital of the Company for the fnancial year ended March 31, 2013. The dividend payout for the year under review has been formulated after consideration of shareholders aspirations and Company''s long term growth objectives to be met by internal accruals.

FUTURE PLANS AND OUTLOOK:

With the GDP Growth rate of Indian economy is slowing down to 5.0 per cent in the year 2012-13, it is always challenging for the corporates to grow in terms of business and proftability. Our planning in the coming year is to sustain the present business and look for the opportunities to increase our proftability.

Subject to improvement in global economic scenario, the Indian logistics industry is certainly viewed as one that is being defned by dynamic trends, buoyed by rapid industrial and economic growth. Your company is poised to take the advantage of such situation to continue to give its best to its customers.

''Patel Retail'' division of the Company is expected to continue its growth trajectory. This business is in a unique position to capitalise on the growing opportunities in India. The strategic expansion plans for ''Patel Retail'' will be drawn in the current year to strengthen its market share and growth. The Company is also planning to increase its market share in Full Truck Business (FTL).

The Company has upgraded its Linux base ERP software to support its business strategy. The Company is planning to make investment in computerization of its operations to improve its service effciency.

In recent times, the Indian warehousing segment in India has evolved signifcantly. Apart from conventional storing services, warehouses are now providing value-added services like consolidation and breaking up of cargo, packaging, labeling, bar coding and reverse logistics etc. Warehousing and related activities account for approximately 20% of the total logistics industry. Your Company has also started to spread its wings in the warehousing business. The demand for warehousing space is growing steadily and the Company is planning to increase its warehousing business, which will bring more value for the shareholders in the years to come.

On the front of the Cargo Consolidation Business, after expanding at 20%-plus rates through 2011 and early 2012, the Indian air cargo market stopped growing at the end of 2012.

The current Airline Policies have a fragmentary approach, which is not helping the air cargo industry. Airports and fuel are getting more expensive even as airlines struggle. A weak rupee isn''t helping and has caused further cost increases in dollar-denominated expenses for the International courier and cargo consolidation as well..

The cargo capacity management will remain tight throughout the year, as the domestic capacity will only increase by 7% to 8%, which is half of the increase seen in the previous fnancial year.

Other challenges loom on the horizon. The policy on ground handling needs to be resolved for our business and our Company to grow and show robust growth. Despite the above challenges, your Company is geared to take up the same and shall maintain its market share and proftability.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FINANCE:

A) Bank Finance:

The Company enjoys fund based and non fund based credit facilities from the Banks to meet its working capital requirements. The Company also enjoys a credit line for buying the trucks on deferred payment guarantee basis. The Company is regular in payments of installments and there are no over dues as on the date of reporting.

B) Fixed Deposits:

The Company is eligible to raise the public deposits of Rs.2978.10 lacs as on 31st March 2013. However the Company is following very conservative policy for acceptance of public deposits. Accordingly, Fixed Deposits accepted by the Company stood at Rs.1065.30 lacs as on 31st March 2013.There were no unpaid or overdue deposits as on 31st March 2013, other than unclaimed Deposits aggregating Rs.11.58 lacs. During the year under consideration, amount of Rs.58,469/- being unclaimed fxed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund. The Company is maintaining 15% of the amount of the Fixed Deposits maturing on or before 31st March 2014 as liquid assets in fxed deposits with scheduled banks as required under rule 3A of Companies (Acceptance of Fixed Deposits) Rules, 1975.

C) Credit Rating:

The Company holds a credit rating, assigned by India Ratings & Research Private Ltd, a Fitch group Company and a credit rating agency, who reaffrmed National long term credit rating ''BBB-'' [outlook stable(investment grade)] for our fund based & non fund based borrowings from banks & for fnance lease.

DIRECTORS :

Mr. Sandeep Parikh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

Mr. Syed K. Husain was appointed as an Additional Director of the Company with effect from 29th May 2013. Mr. Husain vacates offce of Director, at the ensuing Annual General Meeting. The Company has received a Notice alongwith the necessary deposit u/s 257 of the Companies Act, 1956, proposing the candidature of Mr. Syed K. Husain as the Director of the Company.

AUDITORS:

M/s M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualifed for such re-appointment within the meaning of section 226 of the said Act.

AUDITORS'' REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts provide suffcient explanations and hence no further comments required on the observations of Auditors.

CORPORATE GOVERNANCE :

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certifcate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the fnancial year ended 31st March, 2013 is provided in the Annual Report.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A Â CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel effciencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.

PART B Â TECHNOLOGY ABSORPTION : Not Applicable

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the fnancial year ended 31st March 2013 are in full conformity with the requirement of the Companies Act, 1956.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representation received from the Operating Management, confrm that:

1) in the preparation of the annual accounts, for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

2) the Directors have selected such accounting policies and applied them consistently and made judgment 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 profts of the Company for that period;

3) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors

Registered Offce :

Patel House, 5th Floor, Plot No. 48, A. S. PATEL - Chairman

Gazdarbandh, North Avenue Road, A. A. PATEL - Executive Vice Chairman

Santacruz (West) P. S. G. NAIR - Director

Mumbai Â 400 054.

Mumbai, 29th May 2013

Mar 31, 2012

To, The Members of Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 50th Annual Report in its Golden Jubilee year and the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2012 31st March, 2011

Profit before Interest, Depreciation & Tax 1667.39 1629.39

Less : Interest 741.81 740.49

Profit before Depreciation 925.58 888.90

Less : Depreciation 427.27 388.76

Profit before tax 498.31 500.14

Less : Provision for tax 190.00 190.00

Less : Deferred Tax (12.05) (7.43)

Less : ( Excess )/Short Provision of Income Tax for earli er years 52.09 (1.23)

Profit after tax 268.27 318.80

Add : Balance of Profit from previous year 1118.70 1175.15

TOTAL 1386.97 1493.95

APPROPRIATIONS:

Equity Dividend 182.24 150.79

Tax on Dividend 29.57 24.46

Transfer to General Reserve 200.00 200.00

Balance carried to Balance Sheet 975.16 1118.70

TOTAL 1386.97 1493.95

PERFORMANCE REVIEW:

FY 2011-12 was a challenging year for the global economy as well as Indian economy. The meltdown in European economies coupled with high inflation forced India to tighten liquidity to tame rising inflation. Despite these constraints and the challenging environment, the Company's operating performance is reasonably well and the highlights of the performance are as under:

Total income earned by the Company during the year under consideration stood at Rs.45383.05 Lacs. The Profit Before Tax is Rs. 498.31 lacs and Profit After Tax is Rs. 268.27 lacs. The reduction in Profit After Tax as compared to last year is mainly due to reduction in other income and provision for Income Tax short provided in earlier years.

The Net Worth of your Company is Rs. 8783.74 lacs while the Fixed Assets base is Rs. 4852.76 lacs. The Earning Per Share is Rs. 1.77

DIVIDEND :

This is a very special year as your Company completes successful 50 years in 2012. The Board of Directors have therefore recommended a dividend of Rs. 1/- (i.e. 10%) per equity share and a special dividend of Rs. 0.20/- (i.e. 2%) per equity share to commemorate the Golden Jubilee year of the Company, aggregating to dividend of Rs. 1.20/- (i.e.12%) per equity share of the Company.

FUTURE PLANS AND OUTLOOK:

The future of Transportation and Logistics industry looks good. Your company is poised to take advantage of this situation to continue to give its best to its customers. There is very bright future for express service industry in India and your Company has already started to expand its activities in this sector. The plans and strategies for the financial year 2012-13 have been drawn to increase the market share of 'Patel Retail' division like investment in upgradation of hubs, training of operating people, marketing initiatives etc. Also, in the years to come, your Company is also planning to spread its wings in the warehousing business and 3PL logistics business, which will bring more value for the shareholders.

The outlook of Air Cargo Industry in India also looks good. Your Company is expecting a steady growth in Cargo Consolidation business. The government is also paying due attention to the Air Cargo Industry by taking policy initiatives like modernization of cargo handling operations, improvement in infrastructure facilities etc. to address important issues considering the long term perspective and future growth potential in India.

REISSUE OF FORFEITED EQUITY SHARES:

Pursuant to the consent granted by members at their Annual General Meeting held on 28th September, 2011, the Board of Directors, at their meeting held on 3rd November, 2011 allotted, to a Non Promoter Company, 1,07,200 Forfeited Equity Shares of Rs.10/- each at a premium of Rs.17/- per Equity Share aggregating to Rs. 28,94,400/- The pricing was in accordance with guidelines prescribed under chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 for Preferential Allotment. Consequent upon the reissue of forfeited equity shares, the paid-up share capital of the Company has increased from Rs. 1507.94 lacs to Rs. 1518.66 lacs. The reissue of forfeited equity shares has not resulted in to any change in the composition of Board of Directors, Management or Control of the Company.

The 1,07,200 reissued equity shares rank pari-passu with existing equity shares with respect to the voting rights and dividend entitlement.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FIXED DEPOSITS:

Fixed Deposits accepted by the Company stood at Rs.889.30 lacs as on 31st March 2012. There were no unpaid or overdue deposits as on 31st March 2012, other than unclaimed Deposits aggregating Rs.12.16 lacs. During the year under consideration, amount of Rs. 1.54 lacs being unclaimed fixed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund.

CREDIT RATING :

The Company has obtained from FITCH, a credit rating agency, National long term credit rating 'BBB-' [outlook stable (investment grade ) ] for its fund based and non fund based borrowing from banks and for finance lease.

DIRECTORS :

Mr. P.S.G. Nair, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

Subject to approval of members in the General Meeting, the Board of Directors have reappointed Mr. Areef A. Patel as the Whole-time Director designated as "Executive Vice-Chairman", for a period of three years commencing from 1st April 2012. The approval of members is sought for the reappointment of Mr. Areef A. Patel as the Whole-time Director at the ensuing Annual General Meeting.

AUDITORS:

M/s M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their re-appointment, if made would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

AUDITORS' REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts provide sufficient explanations and hence no further comments required on the observations of Auditors.

CORPORATE GOVERNANCE:

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2012 is provided in the Annual Report.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A - CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel efficiencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.

PART B - TECHNOLOGY ABSORPTION : Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO :

(Rs. in lakhs) (Rs. in lakhs)

Year ended 31st March, 2012 Year ended 31st March, 2011

Earnings in Foreign Exchange

Air Freight Billing, and other expenses (Net) 6.87 4.03

TOTAL ... 6.87 4.03

Expenditure in Foreign Currency

Membership and Subscription Fees 0.15 -

Freight Charges - 1.17

Travelling 11.98 10.45

TOTAL ... 12.13 11.62

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2012 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors M/s MSP & Co.

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representation received from the Operating Management, confirm that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed;

2) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made 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;

3) 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;

4) the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders in the endeavors of the Company.

For and on behalf of the Board of Directors

Registered Office:

Patel House, 5th Floor, A. A. PATEL - Executive Vice Chairman

Plot No.48, Gazdarbandh, P. S. G. NAIR - Director

North Avenue Road,

Santacruz (west),

Mumbai-400 054.

Mumbai, 30th August 2012

Mar 31, 2011

The Members of

Patel Integrated Logistics Limited.

The Directors have pleasure in presenting their 49th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS :

The financial results are as under:

(Rs. in lakhs)

Year ended Year ended 31st March, 2011 31st March, 2010

Profit before Interest, Depreciation & Tax 1630.89 1565.12

Less : Interest 740.49 575.81

Profit before Depreciation 890.40 989.31

Less : Depreciation 388.76 372.11

Profit before tax 501.64 617.20

Less : Provision for tax 191.50 163.00

Less : Deferred Tax (7.43) (4.03)

Less : (Excess)/Short Provision of Income Tax for earlier years (1.23) 2.00

Profit after tax 318.80 456.23

Add : Balance of Profit from previous year 1175.15 894.76

TOTAL 1493.95 1350.99

APPROPRIATIONS:

Equity Dividend 150.79 150.79

Tax on Dividend 24.46 25.05

Transfer to General Reserve 200.00 -

Balance carried to Balance Sheet 1118.70 1175.15

TOTAL 1493.95 1350.99

PERFORMANCE REVIEW:

Your Company is a 'Total Logistics Solutions Provider' with products like Conventional Road Transport, Co-Loading of Air Freight and Consolidation of Cargo, both Domestic and International, Logistics and Retail Cargo movement, under its belt.

Total income earned by the Company during the year under consideration stood at Rs.43086.70 Lacs. The Profit Before Tax is Rs. 501.64 lacs and Profit After Tax is Rs. 318.80 lacs.

The Net Worth of your Company is Rs. 8698.33 lacs while the fixed assets base is Rs.4592.33 lacs. The Earning Per Share is Rs.2.11

DIVIDEND :

For the year under consideration, the Board of Directors have recommended a dividend of Re.1/- per share on the equity share capital of the Company.

FUTURE PLANS AND OUTLOOK:

The outlook of transportation and logistics industry is bright as our Indian economy is growing steadily. With the global express service industry riding its growth on the wave of surge in global trade, there is very bright future for express service industry in India.

Your Company has entered into its 50th Year of existence. Your Company plans to spread its wings in the Express Retail segment and increase its market share. The strategies have been drawn to increase the business of Patel Retail in the financial year 2011-12.

Keeping in mind our business strategy for Retail Express, we have upgraded our major hubs and now we intend to introduce mechanized operations and mechanized stacking systems. This will be supported by strong marketing campaign and training programmes for operating people.

We are also moving towards the expansion of our warehousing business and 3PL logistics business in 2011-12 and have plans to build our assets base for long term perspective.

The Air Cargo Industry in India is poised for significant growth in the year 2011-12. With further liberalization of the economy and declaration of open sky policy by the Government the air traffic in India is experiencing a boom. There is significant growth across all categories of traffic, aircraft movement, cargo traffic, etc. The country is witnessing a double-digit growth in air traffic this year. This growth refects the improved economic scenario in the country. This growth when compared to the comparative data of world airports is significant and the current trend continues to be more growth oriented. The growth in the economy also brings in higher foreign exchange reserves, high inflow of foreign capital, and increase in the countryÃs percentage of world trade, which also contributes to the overall growth.

Currently around 50 carriers operate Cargo and passenger services to and from India. Few more have announced their intention to enter the growing Indian market. With India increasingly acquiring the status of a manufacturing base, the cargo segment is hoping to achive all round further growth.

With the open sky policy, with about 100 airports in the country, and development and growth of a number of export promotion zones, better infrastructural facilities, with all-round economic growth will provide further impetus for growth of Air Cargo Industry. Our Company if taking full advantage of the situation and is poised to hit the targeted growth figure as in the past.

SUBSIDIARY:

The Company does not have any Subsidiary Company as on date of this report.

FIXED DEPOSITS:

Fixed Deposits accepted by the Company stood at Rs.792.05 lacs as on 31st March 2011. There were no unpaid or overdue deposits as on 31st March 2011, other than unclaimed Deposits aggregating Rs.15.46 lacs. During the year under consideration, amount of Rs.8,615/- being unclaimed fixed deposits and interest accrued thereon, has been transferred to the Investor Education and Protection Fund.

In the current year i.e. 2011-2012, unclaimed matured fixed deposit with interest accrued thereon aggregating to Rs.74,798/- was transferred to the Investor Education and Protection Fund on 20th May 2011.

DIRECTORS :

Mr. Asgar S. Patel, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

AUDITORS:

M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the said Act.

AUDITORSÃ REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts are provide sufficient explanations and hence no further comments are required on the observations of Auditors.

CORPORATE GOVERNANCE:

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and AuditorsÃ Certificate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

SECRETARIAL AUDIT REPORT:

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary, to conduct Secretarial Audit of records and documents of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2011 is provided in the Annual Report.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A - CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel effciencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.

PART B - TECHNOLOGY ABSORPTION: Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in lakhs) (Rs. in lakhs)

Year ended 31st Year ended 31st March, 2011 March, 2010

Earnings in Foreign Exchange

Air Freight Billing, and other expenses (Net) 4.03 3.66

TOTAL . 4.03 3.66

Expenditure in Foreign Currency

Freight Charges 1.17 4.27

Travelling 10.45 5.33

TOTAL . 11.62 9.60

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is not applicable to the Company as during the year under consideration, there were no employees who were in receipt of remuneration which exceeds the limits laid down under the said section.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended 31st March 2011 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors M/s MSP & Co.

The Directors further confirm that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed;

2) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made 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;

3) 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;

4) the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders.

For and on behalf of the Board of Directors

A.S. PATEL - Chairman A. A. PATEL - Executive Vice Chairman P. S. G. NAIR - Director

Registered Office :

Patel House, 5th Floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West) Mumbai - 400 054.

Mumbai, 30th August 2011

Mar 31, 2010

The Directors have pleasure in presenting their 48th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

The fnancial results are as under:

(Rs. in lakhs)

Year ended Year ended

31 st March, 2010 31 st March, 2009

Proft before Interest, Depreciation & Tax 1565.12 1384.69

Less : Interest 575.81 478.60

Proft before Depreciation 989.31 906.09

Less : Depreciation 372.11 378.79

Proft before tax 617.20 527.30

Less : Provision for tax 163.00 130.50

Less : Deferred Tax (4.03) 67.83

Less : Fringe Beneft Tax - 38.57

Less : (Excess)/Short Provision of Income Tax for earlier years 2.00 0.01

Proft after tax 456.23 290.39

Add : Balance of Proft from previous year 894.76 1299.39

TOTAL ... 1350.99 1589.78

APPROPRIATIONS:

Equity Dividend 150.79 150.79

Tax on Dividend 25.05 25.63

Transfer to General Reserve - 500.00

Transfer to Capital Redemption Reserve - 18.60

Balance carried to Balance Sheet 1175.15 894.76

TOTAL ... 1350.99 1589.78

PERFORMANCE REVIEW:

Your Company is a ÃTotal Logistics Solutions ProviderÃ with products like Conventional Road Transport, Co-Loading of Air Freight and Consolidation of Cargo, both Domestic and International, Logistics and Retail Cargo movement, under its belt.

Total income earned by the Company during the year under consideration stood at Rs.35067.85 Lacs. The Proft Before Tax is Rs. 617.20 lacs and Proft After Tax is Rs. 456.23 lacs.

The Net Worth of your Company is Rs. 8554.79 lacs while the fxed assets base is Rs.4378.63 lacs. The Earning Per Share is Rs.3.03

The drop in the turnover in the business of Co Loading of Air Freight in comparison with year ended March 2009 is due to reduction in the Airline rates, although the business levels continues to be the same. The performance of conventional Road Transport business is steady as compared to the last year. With some concentrated efforts by us, we are expecting this business to grow in the current year especially in the express surface transport business.

We are also concerned about reducing our operational cost and will ensure that receivables are within the stipulated norms. With the positive turn around in the Indian economy, your Company is expected to post better results in the coming year .

DIVIDEND:

For the year under consideration, the Board of Directors have recommended a dividend of Re. 1/- per share on the equity share capital of the Company.

FUTURE PLANS AND OUTLOOK:

Your Company plans to increase its market share in Express Cargo segment and all the plans and strategies has been drawn to increase the business of Patel Retail in the fnancial year 2010-11.

We are upgrading our Hubs with state of art facilities such as mechanized operations in the Hubs & mechanized stacking systems. We also have plan to expand our feet to cater to retail business as the quality and speed would be better with our own feet as compared to vendors or market vehicles. All the feet vehicles are ftted with vehicle tracking system for instant tracking and control over our vehicles. We have already started up- gradation of our major Hubs in Delhi, Bhiwandi and Bangalore.We would also starting our marketing campaign to begin with radio jingles and television advertisements to create awareness and increase Top of Mind Recall and set the stage for re-launch of Retail in a big way. We are having training programmes to train our loading & un-loading staff to have better and qualitative operations to reduce damages of the material.

The outlook of the cargo consolidation industry is bright as it depends on the economy which is growing steadily. With increasing trend in the freight traffc in last couple of years, logistics industry will keep pace with the growth of the domestic and international trade. Major factors which will determine the growth of the logistic sector will be public-private participation, technology deployment, investments in infrastructure and integration of logistic services which the Company is striving very hard to accomplish and has defnitive set plans so as to meet our goals

SUBSIDIARY:

As on date of this report the Company does not have any Subsidiary Company.

PREFERENTIAL ISSUE OF EQUITY SHARES AND EQUITY WARRANTS:

During the year 2007-2008, the Company had raised the funds by way of Preferential Allotment of 18,00,000 fresh Equity Shares of Rs.10/- each at a premium of Rs.64/- per Equity Share aggregating Rs.13,32,00,000/- and 8,00,000 Equity Warrants of Rs.10/- each at a premium of Rs.64/- per Equity Warrant in respect of which the Company has received Rs.59,20,000/- as consideration on the date of allotment of such warrants.

Out of the total proceeds of Rs.13,91,20,000/- raised through the Preferential Allotment, Rs.5,26,63,947/- has been utilised towards purchase of Fixed Assets, Rs.8,09,36,053/- has been utilised towards working capital and other corporate initiatives as on date of this report and balance Rs.55,20,000/- is kept with Banks as Fixed Deposits.

The holders of Equity Warrants had an option to apply for and obtain one Equity Share for each Equity Warrant allotted to them. The option was exercisable within a period of 18 months from the date of allotment of Equity Warrants i.e. upto 14th August 2009. The holders of the Equity Warrants had not exercised the option granted to them. Consequently, as mentioned in the terms of issue of the said Equity Warrants and as per the provisions of SEBI (DIP) Guidelines for Preferential Allotment the Board of Directors, at their meeting held on 22nd August 2009, forfeited the initial consideration of Rs.59,20,000/- paid in respect of such warrants and consequently, the amount has been transferred to Capital Reserve Account.

FIXED DEPOSITS:

Fixed Deposits accepted by the Company stood at Rs.666.56 lacs as on 31st March 2010. There were no unpaid or overdue deposits as on 31st March 2010, except unclaimed Deposits aggregating Rs.21.88 lacs. There has been no amount of deposits required to be transferred to the Investor Education and Protection Fund during the year under consideration. However in the current year i.e. 2010-2011, unclaimed matured fxed deposit with interest accrued thereon aggregating to Rs.5,579/- and matured on 3rd June 2003 were transferred to the Investor Education and Protection Fund on 29th June 2010.

DIRECTORS :

Mr. Farukh S. Wadia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as the Director.

AUDITORS:

M.S.P. & Company retire as the Auditors of the Company at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS REPORT:

Your Directors refer to observations made by the Auditors in their Report and wish to state that the related notes forming part of the Accounts are provide suffcient explanations and hence no further comments are required on the observations of Auditors.

CORPORATE GOVERNANCE :

To comply with conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and AuditorsÃ Certifcate on the compliance of conditions of Corporate Governance, are included in this Annual Report.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A Ã CONSERVATION OF ENERGY:

The Company continues its in-house programme of enlightening and educating its commercial vehicle drivers for greater fuel effciencies. All the vehicles owned by the Company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running condition with special emphasis on fuel conservation.

PART B Ã TECHNOLOGY ABSORPTION : Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO :

(Rs. in lakhs) (Rs. in lakhs) Year ended 31st March, 2010 Year ended 31st March, 2009 Earnings in Foreign Exchange

Air Freight Billing and other expenses (Net) 3.66 24.87 TOTAL 3.66 24.87 Expenditure in Foreign Currency

Freight Charges 4.27 10.57

Travelling 5.33 18.99

Others - 1.10

TOTAL 9.60 30.66

PERSONNEL & HUMAN RESOURCES :

The Directors sincerely appreciate efforts put in by employees of the Company at all levels and thank them for their contribution in achieving the overall results during the year.

In terms of the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the DirectorsÃ Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offce of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the fnancial year ended 31st March 2010 are in full conformity with the requirement of the Companies Act, 1956. The Financial Results are audited by the Statutory Auditors M/s MSP & Co.

The Directors further confrm that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed;

2) the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made 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 profts of the Company for that period;

3) the Directors have taken proper and suffcient 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;

4) the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation of the continued assistance and support received from the Bankers, Clients, Stakeholders and Fixed Deposit Holders.

For and on behalf of the Board of Directors,

Registered Offce :

Patel House, 5th Floor, Plot No. 48, A. A. PATEL - Executive Vice-Chairman

Gazdarbandh, North Avenue Road,

Santacruz (West), Mumbai Ã 400 054. P. S. G. NAIR - Director

Mumbai, Dated 25th August 2010

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article