The Members of
Allcargo Logistics Limited
Your Directors take pleasure in presenting the Twentieth Annual Report of the Companytogether with Audited Statement of Accounts for the year ended March 31, 2013.
Your Company's performance during the year under review is summarized below:
| || ||(Rs. in Lakhs) |
| ||For the Year Ended |
|Particulars ||March 31, 2013 ||March 31, 2012 |
| ||(12 months) ||(15 months) |
|Sales & Other Income ||108,233 ||113,157 |
|Profit Before Interest, Depreciation and Taxes ||27,177 ||36,005 |
|Interest ||2,673 ||5,055 |
|Depreciation ||11,676 ||8,904 |
|Provision For Tax ||1,273 ||3,640 |
|Profit After Tax ||11,555 ||18,406 |
|Profit brought forward from previous year ||46,219 ||31,939 |
|Amount available for Appropriations ||57,774 ||50,345 |
|Appropriations: || || |
|Interim Dividend ||- ||1,305 |
|Tax on Interim Dividend ||- ||212 |
|Proposed Dividend ||1,883 ||653 |
|Tax on Dividend ||320 ||106 |
|Transfer to General Reserve ||1,156 ||1,850 |
|Profit carried to Balance Sheet ||54,332 ||46,219 |
REVIEW OF OPERATIONS
The year under review was challenging and opportunistic for your Company asmacroeconomic environment continued to remain unstable and volatile and slow down of theIndian as well as global economy. In-spite of all odds and adversities, your Company hasachieved the growth which is grossly attributable to Company's customer-centric approachand its ability to innovate customer specific solutions, focus on pricing and aggressivemarketing strategy, disciplined project executions, focused management approach, prudentfinancial and human resources management and ensuring better control over cost.
Overall, the company is on a strong growth path and its efforts to improve efficiency,productivity and profitability will improve overall returns. Members are requested torefer Management Discussion and Analysis Report annexed to this report for detailedsegment wise performance.
Considering the profitable performance of the Company during the year under review,your Directors are pleased to recommend a dividend @ 75% i.e. Rs. 1.50 per equity share ofRs. 2 each.
The Dividend, if approved by the members at the ensuing Annual General Meeting, willabsorb a sum of Rs. 2,218 lakhs including dividend distribution tax.
The operating performance of various subsidiaries were also affected due to themacroeconomic environment being unstable and volatile but nevertheless the subsidiariesput their best efforts to sustain such turbulent times and achieved sustainable growthduring the year under review.
During the year under review, your Company has increased the stake in followingsubsidiary companies:
(i) Acquired balance 15% stake in Ecu Line (Johar Bahru) SDN BHD, Malaysia as a resultEcu Line (Johar Bahru) SDN BHD has become 100% subsidiary of Ecuhold NV
(ii) Acquired balance 10.07% stake in aecu Line (Indian Ocean Island) Ltd, Mauritius asa result aEcu Line (Indian Ocean Island) Ltd has become 100% subsidiary of Ecuhold NV
(iii) Acquired 9.75% stake in Translogistik International Spedition Gmbh by HCLLogistics NV. Pursuant to such acquisition of additional stake, total holding inTranslogistik International Spedition Gmbh increased to 80.27%
The stand-alone audited financial statements of all subsidiaries operating in India andOverseas are not attached to this report in view of the general exemption granted underSection 212 of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government ofIndia vide its Circular No.51/12/2007- CL-III dated February 8, 2011 and February 21,2011. The statement pursuant to Section 212 of the Companies Act, 1956 relating to thesubsidiary companies along with a statement of fnancial highlights of subsidiariesoperations providing relevant details are attached and form part of this Annual Report.
The Company will make available the Annual Accounts of the subsidiary companies andrelated information to any member of the Company and its subsidiaries who may beinterested in obtaining the same. The annual accounts of the subsidiary companies willalso be kept open for inspection by any investor at the registered office of the Companyand its subsidiary companies.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Listing Agreement with the Stock Exchanges, the attachedConsolidated Financial Statements of the Company and all its subsidiaries have beenprepared in accordance with the Accounting Standard AS-21 -Consolidated FinancialStatements read with Accounting Standard AS 23-Accounting for Investment in Associates andAccounting Standard AS 27-Financial Reporting of interest in joint Ventures, whichincludes financial results of its subsidiaries, joint ventures and associate companies andforms part of this Annual Report.
EMPLOYEES STOCK OPTION PLAN 2006
Disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999, relating to the Company's ESOP Scheme ason March 31, 2013 are set out in Annexure II annexed to this report. The Company has notgranted any new stock options to its employees during the year under review. The ESOPScheme had a validity period of 7 years from the date of its formation and accordingly hasexpired on January 11, 2013.
A certificate from the Statutory Auditors of the Company M/s. B S R & Co.,Chartered Accountants, Mumbai and M/s Appan & Lokhandwala Associates, CharteredAccountants, Mumbai, with respect to the implementation of Company's ESOP Scheme, will beplaced before the Members at the ensuing Annual General Meeting and a copy of the sameshall be available for inspection at the Registered Office of the Company on all workingdays, except Saturday and Sunday, between 11.00 a.m. to 2.00 p.m., upto the date of AnnualGeneral Meeting.
SHARE CAPITAL AND LISTING OF SHARES
During the year under review, your Company has, in accordance with the provisions ofSections 77A, 77AA and 77B and all other applicable provisions of the Companies Act 1956and the provisions contained in the Securities and Exchange Board of India (Buy Back ofSecurities) Regulations, 1998, bought back 4,136,449 equity shares of Rs. 2 each from theopen market through stock exchanges at an average price of Rs. 139.69 per equity sharesfor an aggregate consideration of Rs. 57.78 crore (exclusive of Brokerage, Service Tax,Securities Transaction Tax, Stamp Duty, Exchange Transaction Charges and SEBI fees), beingapproximately 77.05% of the Maximum Offer Size of Rs. 75 crores. The Company hasextinguished all the Equity Shares so bought back as aforesaid.
Pursuant to the buyback of equity shares, the total paid up capital of the Company hasreduced from Rs. 261,094,644 comprising of 130,547,322 equity shares of Rs. 2 each fullypaid to Rs. 252,821,746 comprising of 126,410,873 equity shares of Rs. 2 each fully paid.
The Equity Shares of the Company are listed and traded in compulsory dematerializedform on the BSE Limited and the National Stock Exchange of India Limited. Your Company haspaid the Annual Listing fees and Annual Custody fees to the Stock Exchanges andDepositories up-to-date.
AMALGAMATION OF MHTC LOGISTICS PVT.LTD
Your Board of Directors at its meeting held on February 14, 2012 had approved de-mergerof the Project Division of MHTC Logistics Pvt. Ltd., the wholly owned subsidiary of theCompany, in favour of the Company effective from April 01, 2012, subject to necessaryapprovals of the stake holders and the Hon'ble Bombay High Court. However, the Board ofDirectors of the Company at its meeting held on August 7, 2012 reconsidered its earlierdecision of de-merger and approved amalgamation of MHTC Logistics Pvt. Ltd. with theCompany effective from April 01, 2012 ("The Appointed Date"), subject toobtaining necessary approvals of the stake holders and the Hon'ble Bombay High Court.
The Company has obtained the approval of the Members to the Scheme of Arrangement atthe Court convened general meeting held on February 25, 2013. Pending the approvals of theHon'ble Bombay High Court and other statutory and regulatory authorities, the effect ofthe Scheme of Arrangement has not been given in the audited financial statements for theyear under review.
AWARDS AND RECOGNITION
The year under review was very special for your Company as it has received many awardsand recognitions for the significant contribution made by your Company in development andgrowth of the logistic industry.
Mr. Shashi Kiran Shetty, the Chairman and Managing Director of the Company,felicitated as the Global Indian Maritime Personality by Maharashtra Chamber of Commerce,Industry and Agriculture (MACCIA); Hall of Fame for being the First Indian GlobalForwarder by FFFAI; Crowned as the News Maker of the Year - MALA Awards 2012
"Most Well Diversified Business Enterprise" - Citi Commercial Bank& Economic Times.
LCL CONSOLIDATOR OF THE YEAR AWARD at the South East CEO Conclave and Awards2012
Winner of HEAVY LIFT Mover of the YEAR 2012 - MALA Awards 2012
Outstanding Contribution in Logistics (Infrastructure Category) Award by EPCWorld Awards 2012
Freight Forwarder of the Year- Project Cargo award at 4th CONQUEST 2013.
Allcargo Shipping Co. Pvt. Ltd, the wholly owned subsidiary of the Company,adjudged 'Best Shipping Line of the Year -Break Bulk Operator' at the Gujarat Star Awards
"Leadership and Innovation" category award by International WomenLeadership Forum (IWLF) Award to Ms. Shantha Martin (Individual capacity)
Your Company believes that winning of such recognitions was due to the hard work,passion and spirit of team work of the employees and thoughtful leaders, whose novelthinking and innovative approach have led them to attain excellence in their field. Theseawards are a testimony to the commitment to the stakeholders of the Company and seamlessintegrated logistics solutions.
The Board of Directors of the Company has co-opted Prof. Jayaraman Ramachandran asAdditional Director on the Board of the Company u/s 260 of the Companies Act, 1956. Prof.Ramachandran is a Non ExEcutive Independent Director and shall hold office upto the dateof the ensuing Annual General Meeting. The Company has received notice u/s 257 of theCompanies Act, 1956 from a member proposing his candidature for the office of Director atthe ensuing Annual General Meeting of the Company. The Board recommends his appointment atthe ensuing Annual General Meeting.
Mr. Satish Gupta, Independent Non ExEcutive Director, has resigned as Director of theCompany w.e.f. May 20, 2013. Your Board places on record its deep appreciation for thevaluable services and guidance given by Mr. Satish Gupta during his tenure as Director ofthe Company.
In accordance with the provisions of the Companies Act, 1956 and that of Articles ofAssociation of the Company, Mrs. Arathi Shetty, Mr. Adarsh Hegde and Mr. Mohinder PalBansal, Directors of the Company, retire by rotation at this Annual General Meeting. Beingeligible, they offer themselves for re-appointment. The Board recommends theirre-appointment.
Brief resume of Prof. Ramachandran, Mrs. Arathi Shetty, Mr. Adarsh Hegde and Mr.Mohinder Pal Bansal as required in terms of Clause 49 of the Listing Agreement with theStock Exchanges, are included in the Corporate Governance Report annexed to this AnnualReport.
M/s B S R & Co., Chartered Accountants, Mumbai (Firm Registration No. 101248W), andM/s. Appan & Lokhandwala Associates, Chartered Accountants, Mumbai, (Firm RegistrationNo. 117040W) the Statutory Auditors of the Company, retire at the conclusion of thisAnnual General Meeting. M/s B S R & Co. and M/s Appan & Lokhandwala Associates,being eligible, have expressed their willingness for re-appointment at the ensuing AnnualGeneral Meeting,
The Company has received a letter from M/s B S R & Co and M/s Appan &Lokhandwala Associates, to the effect that their appointment, if made, would be within theprescribed limits under section 224(1B) of the Companies Act, 1956. The Audit Committeeand Board of Directors recommend re-appointment of M/s B S R & Co and M/s Appan &Lokhandwala Associates, as Statutory Auditors of the Company to hold office from theconclusion of the ensuing Annual General Meeting till the conclusion of the next AnnualGeneral Meeting and to fix their remuneration.
The Company has an adequate internal audit system implemented by an in-house departmentand supported by independent Chartered Accountant firms to carry out audit of variousbranches and functions of the Company and its subsidiaries.
Systems, procedures and processes are being upgraded / implemented to furtherstrengthen the existing internal control measures, procedures and processes to increaseoperational efficiencies and to safeguard the Company from any fraud, misrepresentationand non-compliance with statutory requirements.
The Ministry of Corporate Affairs vide notification dated June 3, 2011 and as amendedfrom time to time has notified the Companies (Cost Accounting Records) Rules, 2011 whichapplies to your Company. The Company has appointed Mr. Sharad Marathe, a member of theInstitute of Cost Accountants of India and a practicing Cost Accountant (Certificate ofPractice No 5008), for auditing the Cost Accounting Records in respect of its ContainerFreight Station, Warehousing and Equipment Renting business divisions and providingCompliance Report for the year ended March 31, 2013 under the aforesaid Rules. TheCompliance Report so obtained by the Company shall be filed with the Central Government onor before dues date prescribed under the aforesaid Rules or as may be extended by theMinistry of Corporate Affairs.
During the year under review, your Company has not accepted any deposits within themeaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules madethereunder.
SAFETY, HEALTH AND ENVIORNMENT
Your Company believes in safety and health enrichment of its employees and committed toprovide a healthy and safe workplace for all its employees at each work location.Successfully managing Health & Safety risks is an essential component of our businessstrategy. The Company has identified Health & Safety risk arising from its activitiesand has put proper systems, processes and controls mechanism to mitigate them.
The Company has been taking various safety and welfare measures to protect itsemployees, equipments and other assets from any possible loss and / or damages. Toimplement such safety and welfare measures, the Company has formulated various policiessuch as Drug & Alcohol Policy, Occupational Health Policy, Driver & Vehicle SafetyPolicy, Mobile Telephone Policy, Smoking Policy etc.
The Equipment Hire Division is OHSAS compliant and a member of the globally recognizedLifting Equipment Engineers Association (LEEA, UK) and ISO certified. All ContainerFreight Station (CFS) / Inland Container Depot (ICD) are certified for Occupational Health& Safety Management Systems (OHSAS)
The following safety measures are being taken at various locations:
Fire & Safety drills are conducted for all employees and Security personnel.
All Fire hydrants are monitored strictly, as the preparedness for fireemergency.
All equipments are tested periodically to verify its safe load workingcondition. Fitness certificates are issued based on the compliance of the safety norms.
Safety Awareness Campaign, Safety week, Environment day are being held /celebrated at each location to improve the awareness of employee.
Regular training/skits to staff, and contractors, to inculcate importance ofsafety among them.
Created checks and awareness among drivers about negatives of alcohol and drugconsumptions and impact of families.
Accident prone routes identified and supervisors allocated have control over thevehicle movement.
OHSAS audits and Fire & Safety audits are conducted by competent agencies atregular intervals.
Fortnightly visit by Doctors to office for medical counseling to employees.
HazMat training is provided to all CFS employees.
Medical Health check-up of all employees are conduced at regular intervals
CCTV & Safety alarms are installed at each locations
All equipments are adequately insured and mandatorily ensured with PUC.
Each equipment is put through comprehensive Quality Audit & Testing toensure strong compliance to Maintenance, Safety and Reliability aspects as perspeciications by various OEMs.
Green initiatives are taken at various locations to protect the environment.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has committed itself to making a difference in the lives ofunderprivileged and economically challenged citizens of our country. Allcargo's CorporateSocial Responsibility (CSR) initiatives, through 'Avashya Foundation' a non profitorganization and in collaboration with various NGOs across India, believes in nurturinginclusive development with a human touch. Your Company's CSR activities focus is to takeeach initiative beyond philanthropy and promote people centric inclusive development withthe active participation of the community at all levels. Allcargo's CSR initiatives aim tosupport:
Natural Disaster Relief by providing immediate and life essential supply ofwater, food and medicine to regions of India effected by natural disasters such asdrought, flood, earthquakes, and other calamities.
Health Care by providing critical medical assistance for curative and preventivehealth care. Essential and life saving medicines and medical treatment are being madeavailable to all underprivileged and economically challenged section of the society acrossrural and urban regions of India.
Education for children and adults across the underprivileged and economicallychallenged sections of the rural as well as urban society. Created a platform forfinancial assistance, student's scholarships & adoption programs, parents awarenesscampaigns and education support infrastructure.
Women Empowerment by providing a platform for all women across the variedsections of the society for making a better living through education, skills developmentand employment programs, to support themselves and their families.
Environmental Sustainability by focusing on creating awareness towardssustainable environmental practices in terms of infrastructure development, alternativeenergy, conservation of resources and training people to be more conscious, responsibleand accountable to the environment.
For more details on CSR activities of the Company, members are requested to read theCorporate Social Responsibility Section of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31, 2013 and of the profit ofthe Company for the year ended on that date;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and
(d) the Directors had prepared the annual accounts on a going concern basis.
Your Company has been benchmarking itself with well established Corporate Governancepractices besides strictly complying with the requirements of Clause 49 of the ListingAgreement. Given the emerging pivotal role of Independent Directors in bringing about goodgovernance, your Company continues its efforts in utilizing their expertise and involvingthem in all critical decision making processes.
A separate report on Corporate Governance together with requisite certificate from M/s.Mehta & Mehta, Practicing Company Secretaries, confirming compliance with theprovisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement isannexed and forms a part of the Annual Report.
The declaration regarding compliance with the Code of Conduct prescribed by the Companyfor Directors and Management Personnel forms part of the report on Corporate Governance.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information as required under Section 217(1)(e) of the Companies Act, 1956 read withthe Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988,are set out in Annexure I annexed to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975 as amended, the names and otherparticulars of the employees are required to be set out in the Directors Report. However,as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the AnnualReport excluding the aforesaid information is being sent to all the members of the Companyand others entitled thereto. A member, who is interested in obtaining such particulars,may write to the Company Secretary at the registered office of the Company.
Your Directors take this opportunity to place on record their gratitude for thevaluable support and co-operation extended during the year by the Government of India,Governments of various countries, the concerned State Governments and other GovernmentDepartments and Agencies, the Stakeholders, Business Associates including Bankers,Financial Institutions, Vendors and Service Providers.
Your Board also wishes to place on record their appreciation for the dedication andcommitment shown by the employees at all levels who have contributed to the success ofyour Company.
CONSERVATION OF ENERGY:
Even though operations of the Company are not energy intensive, your Company has alwaysstrived to optimize energy consumption.
Power and fuel consumption
| ||For the Year Ended |
|Particulars ||March 31, 2013 ||March 31, 2012 |
| ||(12 months) ||(15 months) |
|Electricity || || |
|Through Purchases: || || |
|Purchased units ||2,781,699.71 ||3,503,597 |
|Total amount (Rs. ) ||30,133,603.6 ||29,427,311 |
|Rate / Unit (Rs. ) ||10.83 ||8.40 |
|Through Diesel Generator: || || |
|Units generated ||846,064 ||542,181 |
|Total amount (Rs. ) ||12,674,164.4 ||7,412,981 |
|Cost / unit ||14.98 ||13.67 |
|Through Solar Power: || || |
|Units generated ||199,359 ||NA |
|Total amount (Rs. ) ||NA ||NA |
|Cost / unit ||NA ||NA |
Last year, your Company has initiated an IT transformation program called Project TOPAZat its global subsidiary (Ecu Line) wherein the entire business applications platform willget upgraded. We have selected TCS as the implementation partner for this project anddeployment at the pilot site will happen towards end of 2013. The key objective of ProjectTOPAZ is to standardize information across various operations within Ecu Line, bring intools that will help us operate more cohesively and leverage technology to improve ouroperational eficiencies. The cornerstones of this ambitious project are Growth, Eficiencyand Innovation. This project will help us achieve our objective of ONE Ecu WAY of doingbusiness with the best-in-class systems in place. With a centralized system, we will beable to achieve greater visibility across sales, operations and inancials to enhanceend-user productivity and effectively make faster and better management decisions.
During the period under review, your company has also taken following new initiativestowards technology up-gradation.
Undertook a detailed BPM (Business Process Management) exercise for its CFS/ICDand Projects division
Implemented an operational and inancial system for Shipping Services division
Established DR (Disaster Recovery) site for its core applications
Implemented RFID (Radio Frequency Identification) technology across all its CFSlocations to track containers
Finalized product and vendor choice to implement an enterprise wide CRM(Customer Relationship Management) system.
Initiated deployment for implementation of a new expense management system thatis tightly integrated with our financial accounting system
A companywide intranet platform was implemented with standard workflows
We have promoted usage of e-commerce tools with our customers and new EDIconnections were established with our partner network.
Plans have been finalized to implement a modern operational system across allthe CFS and ICD locations in 2013
New enhancements were implemented on INFOR EAM at Equipment division.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. in Lakhs)
| ||For the Year Ended |
|Particulars ||March 31, 2013 ||March 31, 2012 |
| ||(12 months) ||(15 months) |
|Total Foreign Exchange Outgo ||14,681 ||39,833 |
|Total Foreign Exchange Earned ||10,370 ||11,602 |
DISCLOSURES PURSUANT TO CLAUSE 12 OF THE SEBI (EMPLOYEE STOCK OPTION SCHEME ANDEMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES, 1999
Pursuant to the applicable requirements of the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999("the SEBI guidelines"), your Company has framed and instituted 'AllcargoEmployee Stock Option Plan - 2006' to attract, retain, motivate and reward its employeesand to enable them to participate in the growth, development and success of the Company.Your Company granted stock options to be adjusted for the subsequent bonus issue prior toits Initial Public Offering of equity shares, to its permanent employees. The Company alsogranted stock options to few of the permanent employees of its foreign subsidiaries postInitial Public Offering at varying numbers depending upon their grades.
The following table sets forth the particulars of stock options granted (after givingeffect of sub-division) under Allcargo ESOP-2006 as on March 31, 2013:
|Particulars ||Series I (Pre Listing) ||Series II (Post Listing) |
|Gross options granted ||191,500 ||65,000 |
|Pricing formula ||The stock options granted have been re-priced at Rs. 2/- per option being the face value of equity share after sub-division. ||The stock options granted have been re-priced at Rs. 2/- per option being the face value of equity share after sub-division |
|Options vested ||97,905 ||51,000 |
|Options exercised ||83,650 ||12,500 |
|The total number of equity shares arising as a result of exercise of options ||83,650 ||12,500 |
|Options lapsed/expired ||107,850 ||22,500 |
|Variation of terms of options ||Nil ||Nil |
|Money realized by exercise of options ||167,300 ||25,000 |
|Total number of options in force ||Nil ||30,000 |
|Employee-wise details of options granted to: || || |
|(i) Senior Managerial Personnel ||As per statement attached ||As per statement attached |
|(ii) Any other employee receiving a grant in any one year of option amounting to 5% or more of the options granted during the year. ||Nil ||Nil |
|(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. ||Nil ||Nil |
|Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS 20 'Earning Per Share') ||Rs. 9 ||Rs. 9 |
|Difference, if any, between the employee compensation cost calculated using the intrinsic value of stock options and the employee compensation cost recognized if the fair value of the options had been used and the impact of this difference on profits and EPS of the Company. ||Not Applicable ||Not Applicable |
|Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. ||Not Applicable ||Not Applicable |
|Description of the method and significant assumptions used during the year to estimate fair values of options, including the following weighted average information: || || |
|(i) Risk-free interest rate ||7.20% ||7.50% |
|(ii) Expected life ||4 years ||4 years |
|(iii) Expected volatility ||Nil ||50% |
|(iv) Expected dividend yield ||1.5% ||1.5% |
|(v) Price of the underlying share in market at the time of grant of options. ||Rs. 685.88 ||Rs. 786.95 |
Person-wise details of options granted to senior managerial persons of the Company:
|Name of Senior Managerial Personnel ||Number of options granted ||Number of equity shares issuable upon exercise of options |
|Mrs. Shantha Martin D'souza ||2500 ||2500 |
Person-wise details of options granted to senior managerial persons of foreignsubsidiaries of your Company:
|Name of Senior Managerial Personnel ||Number of options granted ||Number of equity shares issuable upon exercise of options |
|Mr. Mark Stoffelen ||12,500 ||12,500 |
|Mr. Kris De Witte ||12,500 ||12,500 |
|Mr. Simon Bajada ||12,500 ||12,500 |
|Mr. Franky Van Doren* ||5,000 ||5,000 |
|Mr. Hendrik Smuts ||5,000 ||5,000 |
* Resigned w.e.f. July 15, 2012
Pursuant to the SEBI guidelines, the excess of the market price of the underlyingequity shares as of the date of grant over the exercise price of the option, includingupfront payments, if any, is to be recognized and amortized on a straight line basis overthe vesting period. Accordingly, the Company has debited a sum of Rs. Nil to the profitand loss account for the year ended March 31, 2013, as employee compensation cost.
The equity shares issued and allotted under the ESOP 2006 of the Company are pari-passuin all respects including dividend with the existing equity shares of the Company.
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO COMPANY'SINTEREST IN SUBSIDIARY COMPANIES AS ON AND FOR THE YEAR ENDED MARCH 31, 2013
(Rs. in Lakhs)
| || || || || || || || |
Net aggregate amount of profit/(loss) of the subsidiary so far as it concerns the members of the holding company and is not dealt with in account of holding company:
|No. ||Name of the Subsidairy Company ||The Financial Year of the Subsidiary Company ended on ||Holding Company ||Extent of holding (%) ||Face value of share ||Number of shares held by the holding company and/or its subsidiaries ||For the financial year ended on March 31, 2013 ||For the previous financial years of the subsidiary since it became a subsidiary i.e. Upto March 31, 2012 |
| || || || || || || ||118 ||1,071 |
|2 ||Contech Transport Services Pvt. Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||Rs. 100 ||10,000 ||7 ||74 |
|3 ||Ecu Line (India) Pvt. Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||Rs. 10 ||10,000 ||(0) ||(2) |
|4 ||Allcargo Shipping Co.Pvt.Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||Rs. 10 ||10,000 ||(763) ||207 |
|5 ||South Asia Terminals Pvt.Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||51.00 ||Rs. 10 ||3,327,750 ||21 ||(409) |
|6 ||Southern Terminals & Trading Pvt. Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||Rs. 10 ||10,000 ||16 ||201 |
|7 ||AGL Warehousing Pvt. Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||Rs. 10 ||10,000 ||(66) ||(306) |
|8 ||Allcargo Logistics Park Pvt.Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||51.00 ||Rs. 10 ||3,867,840 ||(70) ||(136) |
|9 ||Ecu International (Asia) Pvt. Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||Rs. 10 ||52,341 ||1 ||21 |
|10 ||Comptech Solutions Pvt.Ltd. ||31-Mar-13 ||Contech Transport Services Pvt.Ltd. ||48.28 ||Rs. 10 ||700,000 ||(13) ||(7) |
|11 ||Amfin Consulting Pvt. Ltd. ||31-Mar-13 ||Contech Transport Services Pvt.Ltd. ||100.00 ||Rs. 100 ||1,000 ||21 ||151 |
|12 ||Transindia Logistic Park Pvt Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||70.00 ||Rs. 10 ||8,400 ||(410) ||32 |
|13 ||MHTC Logistics Pvt. Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||Rs. 10 ||200,000 ||(88) ||26 |
|14 ||Combi Line Indian Agencies Pvt. Ltd. ||31-Mar-13 ||MHTC Logistics Pvt. Ltd. ||98.95 ||Rs. 100 ||3,019 ||(7) ||(4) |
|15 ||HC Logistics Ltd. ||31-Mar-13 ||Hindustan Cargo Ltd. ||100.00 ||Rs. 10 ||50,000 ||(0) ||(0) |
|16 ||Credo Shipping Agencies (I) Pvt. Ltd. ||31-Mar-13 ||Hindustan Cargo Ltd. ||100.00 ||Rs. 10 ||10,000 ||(0) ||(0) |
|17 ||Ecu Line Abu Dhabi LLC ||31-Mar-13 ||Ecu Hold NV ||75.50 ||AED 1500 ||75.50 ||18 ||243 |
|18 ||Ecu-Line Algerie sarl ||31-Mar-13 ||Ecu Hold NV ||100.00 ||DZD 1000 ||1,000 ||59 ||245 |
|19 ||Ecu Logistics SA ||31-Mar-13 ||Ecu Hold NV ||100.00 ||ARS 1 ||16,000 ||6 ||128 |
|20 ||Ecu-Line Australia Pty.Ltd. ||31-Mar-13 ||Ecu Hold NV ||60.00 ||AUD 1 ||60,000 ||233 ||30 |
|21 ||Ecuhold NV ||31-Mar-13 ||AGL NV ||100.00 ||EURO 19.55 ||160,546 ||(279) ||7,712 |
|22 ||Allcargo Belgium N.V. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100.00 ||EURO 1000 ||11,500 ||(26) ||(510) |
|23 ||Ecubro N.V. ||31-Mar-13 ||Ecu Hold NV & Ecu Line NV ||100.00 ||EURO 743.81 ||105 ||(3) ||(125) |
|24 ||Ecu International N.V. ||31-Mar-13 ||Ecu Hold NV & Ecu Line NV ||100.00 ||EURO 24.80 ||167,889 ||(689) ||(745) |
|25 ||Ecu-Tech BVBA ||31-Mar-13 ||Ecu Hold NV & Ecu International NV ||100.00 ||EURO 24.79 ||750 ||(94) ||(57) |
|26 ||Ecu-Line N.V. ||31-Mar-13 ||Ecu Hold NV & Ecu International NV ||100.00 ||EURO 1278.35 ||970 ||(173) ||1,000 |
|27 ||Ecu-Logistics N.V. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||EURO 24.79 ||27,750 ||(3) ||(188) |
|28 ||AGL N.V ||31-Mar-13 ||Allcargo Belgium NV ||100.00 ||EURO 1646.69 ||19,917 ||(5) ||(622) |
|29 ||HCL Logistics nv ||31-Mar-13 ||Ecu Hold NV & Ecu International NV ||100.00 ||EURO 10 ||40,000 ||(8) ||(137) |
|30 ||Ecu Global Services NV ||31-Mar-13 ||Ecu Hold NV & Ecu International NV ||100.00 ||EURO 24.83 ||97,757 ||2 ||(1,859) |
|31 ||Ecu Logistics do Brasil Ltd.a ||31-Mar-13 ||Guldary s.a ||100.00 ||BRL 1 ||54,500 ||249 ||(793) |
|32 ||Flamingo Line do Brazil Ltd.a ||31-Mar-13 ||Guldary s.a ||100.00 ||BRL 1 ||50,000 ||(3) ||(277) |
|33 ||Ecu Line Bulgaria EOOD ||31-Mar-13 ||Ecu Hold NV ||100.00 ||BGN 50 ||100 ||1 ||(67) |
|34 ||Ecu-Line Canada Inc. ||31-Mar-13 ||Ecu Hold NV ||50.00 ||CAD 1 ||50 ||(43) ||(21) |
|35 ||Ecu Line Chile S.A. ||31-Mar-13 ||Ecu Hold NV & Ecu International NV ||100.00 ||CLP 100000 ||300 ||36 ||294 |
|36 ||Cargo Freight Station S.A. ||31-Mar-13 ||Ecu Hold NV ||50.00 ||CLP 1000 ||10,800 ||45 ||15 |
|37 ||Flamingo Line Chile S.A ||31-Mar-13 ||Ecu Hold NV & Ecu International NV ||100.00 ||CLP 1000 ||1000 ||5 ||(8) |
|38 ||Ecu Line Guangzhou Ltd. ||31-Mar-13 ||Ecu Line Hong Kong Ltd. ||100.00 ||HKD 1 ||5,990,000 ||(167) ||(136) |
|39 ||Ecu Line De Colombia S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||COP 1000 ||369,102 ||(10) ||(14) |
|40 ||Conecli International S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||CRC 200 ||100 ||97 ||42 |
|41 ||Ecu Line Middleeast LLC ||31-Mar-13 ||Ecu Hold NV ||86.00 ||AED 1090 ||258 ||395 ||2,542 |
|42 ||Eurocentre FZCO ||31-Mar-13 ||Ecu International Far East Ltd. ||84.62 ||AED 100000 ||11 ||104 ||650 |
|43 ||Ecu Line Del Ecuador S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||USD 4 ||2,500 ||129 ||39 |
|44 ||Flamingo Line del Ecuador S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||USD 5 ||800 ||18 ||6 |
|45 ||Ecu Line Egypt Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||EGP 500 ||200 ||214 ||71 |
|46 ||Flamingo Line El Salvador SA de CV ||31-Mar-13 ||Ecu Hold NV ||100.00 ||SVC 100 ||1,200 ||5 ||10 |
|47 ||Ecu-Line Germany GmbH ||31-Mar-13 ||Ecu Hold NV ||100.00 ||EURO 511.29 ||26,092 ||105 ||473 |
|48 ||ELWA (Ghana) Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||GHC 2727 ||10,000 ||49 ||(0) |
|49 ||Flamingo Line Guatemala S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||GTQ 100 ||60 ||20 ||16 |
|50 ||Ecu-Line Hong Kong Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||HKD 1 ||1,500,000 ||565 ||892 |
|51 ||Ecu International Far East Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||HKD 1 ||10,000 ||(240) ||706 |
|52 ||Ecu Line Italia srl ||31-Mar-13 ||Ecu Hold NV ||100.00 ||EURO 5.77 ||10,400 ||48 ||129 |
|53 ||Ecu Line Cote d'lvoire Sarl ||31-Mar-13 ||Ecu Hold NV ||100.00 ||XOF 10000 ||100 ||33 ||(101) |
|54 ||Ecu Line Japan Ltd. ||31-Mar-13 ||Ecu Hold NV ||65.00 ||JPY 50000 ||390 ||52 ||(168) |
|55 ||Jordan Gulf for Freight Services ||31-Mar-13 ||Ecu Hold NV ||100.00 ||JOD 1 ||50,000 ||95 ||55 |
|56 ||Ecu Line Kenya Ltd. ||31-Mar-13 ||Ecu Hold NV ||82.00 ||KES 5000 ||656 ||45 ||142 |
|57 ||Ecu Shipping Logistic (K) Ltd. ||31-Mar-13 ||Ecu Line Kenya Ltd. ||99.90 ||KES 1000 ||999 ||1 ||3 |
|58 ||Ecu-Line (Johar Bahora) Sdn Bhd ||31-Mar-13 ||Ecu Hold NV ||100.00 ||MYR 1 ||200,000 ||(16) ||37 |
|59 ||Ecu-Line Malta Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||MTL 1 ||5,000 ||- ||- |
|60 ||aEcu-Line (Indian Ocean Islands) Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||MUR 1000 ||675 ||11 ||0 |
|61 ||Ecu Line Meditterranean Ltd. ||31-Mar-13 ||Ecu Hold NV ||55.00 ||CYP 1 ||2,750 ||8 ||9 |
|62 ||CELM Logistics S.A. De C.V. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||MXP 1 ||50,000 ||(41) ||(55) |
|63 ||Ecu Logistics de Mexico SA de CV ||31-Mar-13 ||Ecu International NV ||100.00 ||MXP 1 ||50,000 ||284 ||101 |
|64 ||Ecu Line Maroc S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||MAD 100 ||5,000 ||148 ||132 |
|65 ||Ecu-Line Rotterdam BV ||31-Mar-13 ||Ecu Hold NV ||100.00 ||EURO 10 ||85,400 ||(58) ||(223) |
|66 ||Ecu Line NZ Ltd. ||31-Mar-13 ||Ecu Hold NV ||60.00 ||NZD 1 ||63,000 ||64 ||14 |
|67 ||Ecu-Line de Panama S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||USD 1000 ||25 ||9 ||116 |
|68 ||Ecu-Line Paraguay S.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||PYG 10 Million ||5 ||5 ||(3) |
|69 ||Ecu-Line Peru S.A. ||31-Mar-13 ||Ecu Hold NV ||70.00 ||PEN 10 ||3,500 ||92 ||23 |
|70 ||Flamingo Line Peru S.A ||31-Mar-13 ||Ecu Hold NV ||70.00 ||PEN 1 ||15,400 ||23 ||27 |
|71 ||Ecu Line Philippines Inc. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||PHP 10000 ||1,000 ||13 ||6 |
|72 ||Ecu-Line Polska Sp. z.o.o. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||PLN 500 ||100 ||(48) ||21 |
|73 ||Ecu Line Doha W.L.L. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||QAR 1000 ||200 ||4 ||76 |
|74 ||Ecu-Line Romania SRL ||31-Mar-13 ||Ecu Hold NV ||100.00 ||RON 53 ||100 ||6 ||14 |
|75 ||Rotterdam Freight Station BV ||31-Mar-13 ||Ecu Global Services NV ||100.00 ||EURO 10 ||1,800 ||(30) ||8 |
|76 ||Ecu Line Singapore Pte. Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||SGD 1 ||1,498,520 ||265 ||846 |
|77 ||Ecu Line South Africa (Pty.) Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||ZAR 1 ||100 ||188 ||97 |
|78 ||Ecu Line Spain S.L. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||EURO 0.61 ||200,000 ||132 ||(31) |
|79 ||Mediterranean Cargo Centers S.L. ||31-Mar-13 ||Ecu Line Spain S.L. ||100.00 ||EURO 10 ||12,000 ||- ||(526) |
|80 ||Ecu Line (Thailand) Co.Ltd. ||31-Mar-13 ||Ecu Hold NV ||57.00 ||THB 100 ||28,500 ||55 ||129 |
|81 ||Societe Ecu-Line Tunisie Sarl ||31-Mar-13 ||Ecu Hold NV ||100.00 ||TND 100 ||1,000 ||175 ||(122) |
|82 ||Ecu Uluslarasi Tas. Ve Ticaret Ltd. Sti. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||TRY 125 ||1,200 ||60 ||157 |
|83 ||Ecu-Line UK Ltd. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||GBP 1 ||700,100 ||210 ||209 |
|84 ||Deolix SA ||31-Mar-13 ||Ecu Hold NV ||100.00 ||UYU 100 ||10,000 ||(11) ||7 |
|85 ||DLC ||31-Mar-13 ||Ecu International Far East Ltd. ||100.00 ||UYU 1 ||55,600,000 ||(107) ||(31) |
|86 ||ELV Multimodal C.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||BSF 1 ||24,000 ||237 ||622 |
|87 ||Administradora House Line C.A. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||BSF 1 ||1,000 ||38 ||92 |
|88 ||Consolidadora Ecu Line CA ||31-Mar-13 ||Ecu Hold NV ||100.00 ||BSF 1 ||400 ||- ||- |
|89 ||Ecu-Line Vietnam Co., Ltd. ||31-Mar-13 ||Ecu Hold NV ||51.00 ||USD 1 ||51,000 ||106 ||79 |
|90 ||Ecu Line Zimbabwe (Pty.) Ltd. ||31-Mar-13 ||Ecu Hold NV ||70.00 ||ZWD 1 ||546,000 ||- ||- |
|91 ||Ecu Line China Ltd. ||31-Mar-13 ||Ecu Hold NV ||51.00 ||HKD 1 ||5,100 ||- ||- |
|92 ||Eurocentre Milan SRL ||31-Mar-13 ||Ecu Line Italia srl ||100.00 ||Euro 100 ||100 ||92 ||468 |
|93 ||Ecu Line Switzerland GmBH ||31-Mar-13 ||Ecu Hold NV ||51.00 ||CHF 500 ||51 ||0 ||9 |
|94 ||Guldary s.a. ||31-Mar-13 ||Ecu Hold NV ||100.00 ||UYU 1 ||100,000 ||444 ||1,537 |
|95 ||S.H.E. Maritime Services Ltd. ||31-Mar-13 ||Ecu Hold NV ||63.00 ||GBP 0.50 ||4,200 ||151 ||132 |
|96 ||CCC Ltd. ||31-Mar-13 ||Star Express Company Ltd. ||100 ||USD 231071 ||100 ||2,955 ||2,610 |
|97 ||Star Express Company Ltd. ||31-Mar-13 ||Ecu Hold NV ||100 ||USD 231071 ||100 ||(2) ||- |
|98 ||CCS Shipping Ltd. ||31-Mar-13 ||China Consolidated Company Ltd. ||75 ||HKD 1 ||3 ||3 ||20 |
|99 ||CCSS Ltd. ||31-Mar-13 ||CCS Shipping Ltd. (HK) ||100 ||USD 1 ||750,000 ||- ||- |
|100 ||Ecu Line Lanka (Pvt.) Ltd. ||31-Mar-13 ||Ecu International Far East Ltd. ||100 ||LKR 10 ||100 ||33 ||(7) |
|101 ||PT Eka Consol Utama Line ||31-Mar-13 ||Ecu International Far East Ltd. ||100 ||IDR 100000 ||3,000 ||79 ||(52) |
|102 ||Ecu Line Czeche s.r.o ||31-Mar-13 ||Ecu Hold NV ||100 ||N.A ||N.A ||(100) ||(68) |
|103 ||Ecu Line Hungary Kft ||31-Mar-13 ||Ecu Hold NV ||51 ||N.A ||N.A ||(9) ||(15) |
|104 ||Translogistik International Spedition GmbH ||31-Mar-13 ||HCL Logistics nv ||80.27 ||Euro 1 ||20,063 ||- ||40 |
|105 ||European Customs Brokers N.V. ||31-Mar-13 ||Ecu Hold NV ||70 ||Euro 620 ||70 ||27 ||(1) |
|106 ||Contech Transport Services (Pvt) Ltd. ||31-Mar-13 ||Contech Transport Services Pvt.Ltd. ||100 ||LKR 10 ||1 ||- ||- |
|107 ||Ecu-Line Saudi Arabia LLC ||31-Mar-13 ||Ecu Hold NV ||70 ||SAR 10 ||94,500 ||50 ||- |
|108 ||Asia Line Ltd. ||31-Mar-13 ||Allcargo Logistics Ltd. ||100 ||Euro 100 ||20,131 ||(46) ||236 |
|109 ||Ocean House Ltd. ||31-Mar-13 ||Ecu Hold NV ||51 ||VND1 ||3,060,000,000 ||23 ||11 |