Director

To,

The Members of Aqua Logistics Limited

Your Directors are pleased to present the Fourteenth Annual Report of the Company along with Audited Statement of Accounts for the period ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

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

(Rs in Lacs)

Particulars For the year ended 31-03-2013 For the year ended 31-03-2012
Sales & Other Income 26067.98 31298.97
Profit Before Depreciation, Interest, 1915.65 1841..57
Exceptional, Extraordinary Items and Taxes
Interest and Financial Charges 1265.92 1178.27
Depreciation 392.11 386.84
Profit Before Exceptional, Extraordinary Items and Taxes 257.62 276.46
Exceptional Items 99.93 99.93
Extraordinary Items 2908.59 5.69
Profit / ( Loss ) Before Tax (2750.90) 170.83
Provision For Tax 0.00 40.00
Deferred Tax Liabilities 89.81 15.47
Profit / (Loss) After Tax (2840.70) 115.36
Profit brought forward from Previous Year 6153.73 6038.37
Profit carried to Balance Sheet 3313.04 6153.74

REVIEW OF OPERATIONS

During the year, your Company has registered a significant volatility and thereby a lower growth in its overall performance, entirely due to the extreme weak economic fundamentals within the country and in overseas market. The broad spectrum of industries in India has gone through a very bad patch during this fiscal, with top line of operations and margins shrinking. Logistics industry has been no exception to this, as its performance largely depends on the GDP growth within the various segment of industry. Income from operations is Rs 26067.98 lacs as compared to Rs. 31298.97 lacs in the previous year showing decrease of 16.71%. The decrease in revenue is mainly due to decrease in revenue from freight forwarding services and largely in project logistics. However, in-spite of all odds and adversities your Company has achieved reasonable level of sales targets, which is grossly attributable to Company’s customer-centric approach and its ability to provide customer specific solutions, customer centric focus on pricing and innovative marketing strategy, timely project executions and better control over cost.

Profit before Depreciation, Interest and Tax (PBDIT) has increased from Rs. 1841.57 lacs for the year ended March 31, 2012 to Rs. 1915.65 lacs showing a slight growth of operations this fiscal. During FY 2013, your Company has recorded Net Loss after Tax to Rs. 2840.70 lacs from a PAT level of Rs. 115.37 lacs in FY 2012 due to loss on sale of Investments in subsidiary companies.

The Directors of your Company are currently doing their best to improve the Company’s earning and the results will show up in the ensuing quarters.

BUSINESS & FUTURE OUTLOOK

According to the World Bank’s 2012 Logistics Performance Indicator, India is ranked 46th and is behind countries such as Japan, the United States, Germany and China. Logistics costs account for around 6-10% of average retail prices in India as against the global average of 4-5%. Therefore, there is a clear scope to improve margins by 3-5% by improving the efficiency of the supply chain and logistics processes. India is the second largest producer of fruits and vegetables in the world but, according to the India Tribune, due to inadequate supply chain and logistics infrastructure and management, two-thirds of the produce, worth US$ 65 billion in revenue, is wasted or lost in transit every year.17 In the last few years, India has also been crippled by rising food inflation rates, predominantly due to high supply chain costs in the Indian food and grocery industry, estimated at US$ 24 billion. When it comes to temperature-sensitive transportation and storage, the gap is more glaring. According to industry analysts, improving the back-end processes in the supply chain and integrating cold chains can save US$ 15 billion annually while reducing the wastage of perishable horticulture produce and ensuring additional export revenue of over US$ 5 billion. In India, 65% of freight traffic moves on the road network. Road freight volumes have increased at a much higher rate than the growth of the road network over the last few years, creating structural issues of capacity and quality. Complex taxation and the use of different road permits/documents in different states impose additional constraints on the movement of freight by road.

Going forward Your Company intends to focus on this opportunity in creating infrastructure to cater to this segment and is already in the process of scouting for suitable partners to align with for seizing this opportunity. This segment of logistics business requires huge level of investments in infrastructure and is a short to medium term opportunity with heavy dose of top line business and fantastic bottom level business opportunity. Your Company is clearly focused on this and is making the right moves to enter this area.

As far as the existing operations are concerned, Your company is focused in reducing the lower margin business in the various segments of logistics operations and focus only on reasonable margin oriented businesses and is currently focused more in supply chain solutions and delivery to existing clientele on selective basis. Your Company wants to certainly restructure the operations from an improved margin orientation business which only can sustain operations on long term basis and can also provide value to its valued existing shareholders and other stake holders.

Your Company is also focused currently in reducing its short and long term liabilities significantly by aligning with strategic investors so that the interest burden which is erasing the margins to be retained can be restored and the operational efficiency can be brought back into black during this fiscal. Lot of efforts are under way to achieve this and Your company is confident of achieving this at a reasonable time frame.

Your Company is completely aware of the weak economic fundamentals prevailing in the domestic and overseas markets at this point in time. There is a huge negative sentiment prevailing. But Your Company feels that these are the best times to initiate and enter newer segments of logistics businesses which can provide long term value to shareholders and stake holders. Further, with the economic sentiment within the country likely to show positive results in the third quarter of this fiscal, Your Company is confident of restoring back its original glory of CAGR and PAT.

DIVIDENDS

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public, within the meaning of section 58A of the Companies Act, 1956 and Rules made thereunder.

SUBSIDIARY COMPANIES:

The major part of the Subsidiary Companies have been hived off and sold during this fiscal to an Overseas Investor and for the balance tiny subsidiaries, in accordance with the General Circular no. 2/2011 File no. 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exception to the Companies Under Section 212 (8) of the Companies Act, 1956 the Balance Sheet, Profit and Loss Account and other Reports and statement of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any shareholder of the seeking such information at any point of time. The Annual Accounts of the subsidiary companies also available for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statement of the Company and all the subsidiaries duly audited by the statutory auditor of the Company are presented in the Annual Report of the Company.

AMOUNT TO BE CARRIED TO RESERVES

Since it is not proposed to declare any dividend, the entire amount of Rs. (2840.70) is proposed to be transferred to the Reserves of the Company.

AUDITORS

M/s. Anil Nair & Associates, Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at the conclusion of this Annual General Meeting. They have furnished a certificate stating that their appointment if made will be within the limits laid down u/s 224 (1B) of the Companies Act, 1956. The Board recommends re-appointment of M/s. Anil Nair & Associates as Statutory Auditors of the Company for the current financial year and to fix their remuneration.

AUDITORS’ REPORT

The notes to the Annual Accounts of the Company, referred to in the Auditor’s Report are self – explanatory and do not require any clarification from the Board except with regard to the following: Though there are no qualifications in the Auditors Report there are certain issues which have been highlighted viz financial stress on the Company which is reflected by statutory dues are in arrears, dues to banks and a financial institution are pending. In order to overcome the situation, Your Company is focused currently in reducing its short and long term liabilities significantly by aligning with strategic investors so that the interest burden which is erasing the margins to be retained can be restored and the operational efficiency can be brought back into black during this fiscal. Lot of efforts are under way to achieve this and Your company is confident of achieving this at a reasonable time frame.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. B. S. Radhakrishnan is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors’ responsibility statement, it is hereby confirmed:

1. that in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the period under review;

3. that 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. that the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

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

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

Conversion of Energy

The Operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy everywhere. Your Company uses latest technology and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

Technology Absorption, Adaptation and Innovation

Your Company is in an Industry, which demands absorption of emerging technologies and trends so as to cater to the needs of its esteemed Clients. Your Company has developed methods for absorption and adaptation of new / emerging / developing technologies, in consonance with the needs of its Clients and its own requirements.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Earnings in Foreign Exchange were Rs.23.15 lacs (Previous Year Rs.278.96 lacs) as against Expenditure incurred in Foreign Currency of Rs. 24.51 (Previous Year Rs. 238.05 lacs). Since the Company does not own any manufacturing facilities, the other particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

None of employees has received remuneration/salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

Your Directors hereby wish to place on record their appreciation of the significant contribution made by each and every employee of the Company. The Directors also thank all other stakeholders for their support and encouragement. Your Directors look forward to your continued support in the years to come.

Place: Mumbai For and on behalf of the Board of Directors
Dated: 14th August, 2013 Chairman