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Directors Report of ABC India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 41st Annual Report of the Company together with Audited Accounts for the year ended 31st March 2014 :

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2014 Previous Year

Turnover 16,483 18,065

Profit before Taxation, Depreciation & Amortisation 872 1,727

Depreciation & Amortisation 913 954

(Net of depreciation on revalued assets transferred from Capital Reserve)

Profit (Loss) before Taxation (42) 773

Provision for Taxation (83) 153

Profit after Taxation 41 620

Add: Balance of Profit & Loss Account brought forward 1,384 1,141

Add: Tax adjustment for earlier year --- 17

Profit available for appropriation 1,425 1,778

Appropriation :

Proposed Dividend 54 81

Tax on proposed dividend 9 13

Transfer to General Reserve --- 300

Balance carried forward to Balance Sheet 1,362 1,384

SERVICES AND EARNINGS

Company''s total earnings including other income for the year amounted to Rs.16,483 lacs as compared with the previous year total earnings of Rs. 18,065 lacs.

DIVIDEND

The Directors recommend for your approval payment of dividend @ Re. 1/- (Rupee One only) per Equity Share of Rs.10/- each for the year ending 31.03.2014. (Previous year Rs.1.50 per Equity Share). The total amount of dividend (including Dividend tax thereon) would amount to Rs. 63 lacs (Previous year Rs. 94 lacs).

OUTLOOK

During the year the market conditions were not favourable for Company''s business. Due to uncertainties of raw material procurements and other bottlenecks, there was no business generation from infrastructure sector which has most of Company''s customers. Besides, due to low demand for logistics services, there was fierce competition in the market making realisations for Company''s services unremunerable. Therefore the Company could neither achieve any volume growth nor desired profitability. At the same time, the Company had to incur interest on financed assets and depreciation thereon.

The Company is making sustained marketing efforts for its services in infrastructure sector which is expected to see revival, over the next few years. The Company has also undertaken cost control and reduction to improve its profitability.

Accordingly, the performance of the Company in current year as well as coming years shall continue to be highly dependent upon revival of infrastructure sector, industrial project and procurement of orders.

HUMAN RESOURCES

The Company has a adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialised services of desired quality meet the competition and to satisfy customer requirements.

EMPLOYEES STOCK OPTION SCHEME, 2007

Member''s approval was obtained at the Annual General Meeting held on July 31, 2007 for introducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The applicable disclosure as at March 31, 2014 stipulated under the SEBI Guidelines are given as follows : a) Option Granted (Including Re-Issue) 1,45,880

b) The Pricing Formula

For all, option vesting on or before 1st November, 2008 exercise price was Rs.50/- and for all options vesting after 1st November, 2008 the exercise price shall be Rs.55/- for each share.

c) Options vested 1,36,820

d) Options exercised 14,870

e) The total number of shares arising as a result

of exercise of Options 14,870

f) Options lapsed/not exercised 1,14,770

g) Variation of the terms of Options None

h) Money realized by exercise of Options Rs.7,90,100/- i) Total number of Options in force 12,300 j) Employee wise details of Options granted to

1. Senior Management Personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V.Chatrapathi 880

Mr. C.K.Ojha 1300

Mr. J.S.Yadav 390

Mr. Parameshwar Lal Tamrayat 430

Mr. M.V.K.S.R. Sharma 310

Mr. Raveender Kr.Sharma 960

Mr. Kamal Kr.Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R.P.Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T. Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in Nil any one year of Options amounting to 5% or more of Options granted during that year.

3. Identified employee who were granted Options, 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

k) Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''.

(-) Rs.24.99

l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so comuted and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The company has calculated the employee compensation cost using the intrinsic value of the stock option. The effect on the net income and earning per share, had the fair value method been adopted is described below :

Net Income Rs. in lakhs

As reported 41

Add : Intrinsic value compensation cost NiL

Less: Fair value compensation 4

Adjusted Net Income 37

Earning Per Share as reported Rs. 0.77

As adjusted Rs. 0.68

Weighted average price per option Rs. 55.00

Weighted average fair value per option Rs. 31.01

m) Weighted-average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exercise or is less than the market price of the stock.

n) A description of the method and significant assumptions used during the year to estimate the fair values of options.

The fair value of options is estimated using the Black Scholes Option Pricing Model after applying the following key assumptions on weighted average basis

(1) Risk free interest rate 8.00%

(2) Expected life 0.56 years

(3) Expected volatility 30%

(4) Expected dividends 15%

(5) Price of the underlying share in market at Rs.39.00 the time of option grant

No money was realised in the current financial year by exercise of options.

The money earlier realised by exercise of options has been utilised in the business of the Company especially for funding capital investments. A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, shall be placed before the shareholders at the ensuring Annual General Meeting.

DIRECTORS

During the year under review, Mr. Rajyavardhan Kajaria was appointed as an Additional Director in the category of non-executive director of the Company, in the meeting of the Board held on February 1, 2014, to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Mr. Rajyavardhan Kajaria is put up for the approval of shareholders in the Notice of AGM.

At the ensuing Annual General Meeting, Dr. Ashok Kumar Agarwal, Shri. Krishan Arya and Shri. Vijay Kumar Jain retire by rotation. Dr. Ashok Kumar Agarwal, being eligible offers himself for re-appointment as non-executive director accordingly, on re-appointment, his term of office shall be liable to determination by rotation. Shri. Krishan Arya who has attained age of 70 years, and otherwise being eligible offers himself for re-appointment as Independent Director. Accordingly, on re-appointment by Special Resolution his term of office upto 31.03.2019 shall not be liable to determination by rotation. Shri. Vijay Kumar Jain, being eligible offers himself for re-appointment as Independent Director. Accordingly, on re-appointment his term of office shall not be liable to determination by rotation.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has over half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The Board therefore, recommends re-appointing Dr. Debasis Sengupta and Prof. Ashoke Kumar Dutta the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders. As required under the said Act and the Rules made thereunder, the same is now put up for approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The present terms of appointment of Shri Ashish Agarwal as Managing Director expires on 31.07.2014. As his services are continuously required by the Company, it is proposed to reappoint him for another period of 3 years w.e.f. 01.08.2014 on remuneration and terms & conditions proposed details whereof are provided in the proposed Special Resolutions and the Report on Corporate Governance.

At the 40th Annual General Meeting of the Company in the year 2013, Shri Anand Kumar Agarwal was reappointed for a period of 3 years w.e.f. 01.06.2013 with remuneration subject to approval by Central Government, which is still awaited. Considering the implementation of the Companies Act, 2013 it is considered prudent to reappoint Shri Anand Kumar Agarwal (DIN 00380908) for a period of 3 years w.e.f. 01.09.2014 as per the provisions of the Companies Act, 2013 in supersession of resolution passed or consent recorded earlier. The details of remuneration and terms & conditions proposed are as provided in the proposed Special Resolutions and the Report on Corporate Governance.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules made thereunder, the current auditors of the Company, M/s Agarwal Kejriwal & Company, Chartered Accountants are eligible to hold office for a period of three years, upto 2017. The members are therefore requested to appoint M/s Agarwal Kejriwal & Company, Chartered Accountants as auditors for three years from the conclusion of the ensuing annual general meeting till the conclusion of the 44th Annual General Meeting as proposed.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) 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 that period;

(iii) 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

During the year the Company invited and accepted public deposits on which payment of interest was regular. During the year deposits amounting to Rs.21,85,000/- matured and repaid. Deposit amounting to Rs.40,000/- matured during the year but not claimed. The outstanding balance of Public Deposit as at the end of the year was Rs.1,77,56,000/-. The Company complied with all the applicable provisions of the Company''s (Acceptance of Deposits) Rules, 1975 as amended uptodate.

CASH FLOW STATEMENT

Cash flow statement for the year ended 31.03.2014 is also attached herewith and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement for the Financial Year 2013-14 of the Company and its subsidiary M/s. ABC Skyline Limited has been prepared by the Company in accordance with the requirements of Accounting Standards issued by "The Institute of Chartered Accountants of India". The Audited Consolidated Financial Statements together with Auditors Report thereon form part of the Annual Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy

The Company''s operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D

i. Research and Development: The Company does not have any R & D Division and Company''s Operations does not require this type of establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii. Foreign Exchange earnings and outgoing: The Company has no activities related to export of its services. The Company earned Foreign Exchange worth Rs.6,50,280/- towards Freight (Previous Year- Rs.4,55,689/- towards freight and Rs.16,30,20,000/- towards sale of investments in Joint Venture.) Value of imports calculated on C. I. F. basis by the Company was Rs. NIL (Previous Year Rs. 2,34,009/-). The Company has spent foreign exchange worth Rs. 4,98,978/-. (Previous Year Rs.15,47,258/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf and Rs.6,79,220/- on account of Shipment Expenses (Previous Year NIL). The Company has incurred Rs.10,86,359/- (Previous Year – Rs.17,54,719/-) by way of foreign tours for business purposes.

AUDIT REPORT

The Auditor''s report does not contain any qualification or adverse comments.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stock exchanges, the Company has dedicated a column for investor services in its website www.abcindia.com. The company would keep on updating these particulars as and when necessary.

DELISTING OF EQUITY SHARES OF THE COMPANY FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The Board of Directors has resolved to delist the eqity shares of the Company in accordinace with Regulation 6 of the Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 from The Calcutta Stock Exchange Limited provided that the equity shares of the Company would continue to be listed on the Bombay Stock Exchange Limited having nation wide trading terminals.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation of all the staff members for their enormous personal efforts as well as their collective contribution to the company''s performance.

The Directors would also take this opportunity to acknowledge the cooperation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, the Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company and their confidence in its management.

By order of the Board

Place: Kolkata Ashish Agarwal

Date : the 11th day of August, 2014 Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the 40th Annual Report of the Company together with Audited Accounts for the year ended 31st March 2013:

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2013 Previous Year

Turnover 18,065 25,873

Profit before Taxation and Depreciation 1,727 1,499

Depreciation 954 809

(Net of depreciation on revalued assets transferred from Capital Reserve)

Profit before Taxation 773 690

Provision for Taxation 153 204

Profit after Taxation 620 486

Add: Balance of Profit & Loss Account brought forward 1,141 1,038

Add: Tax adjustment for earlier year 17 12

Profit available for appropriation 1,778 1,536

Appropriation:

Proposed Dividend 81 81

Tax on proposed dividend 13 13

Transfer to General Reserve 300 300

Balance carried forward to Balance Sheet 1,384 1,142

SERVICES AND EARNINGS

Company''s total earnings including other income for the year amounted to Rs.18,065 lacs as compared with the previous year total earnings of Rs.25,873 lacs.

DIVIDEND

The Directors recommend for your approval payment of dividend § Rs.1.50 per Equity Share of Rs.10/- each for the year ending 31.03.2013. (Previous year Rs. 1.50 per Equity Share). The total amount of dividend (including Dividend tax thereon) would amount to Rs. 94 lacs (Previous year Rs. 94 lacs).

OUTLOOK

After successfully completing a major logistics work in North East India in the last year, the Company could not bag any other job of similar size and value. During the year the infrastructure sector which has most of the Company''s customers faced uncertainties in view of regulatory issues and also issues relating to raw material procurements. New project were not upcoming in the sector which directly affected new business generation and consequently the Company''s growth. Therefore, during the year, the market for Company''s services and activities itself shrank on the one hand, and on the other hand the market was dominated by fierce competition. In addition, the Company had to face increased regulatory issues relating to permission and clearances in planning and execution of its core competency business of logistics for Over Dimensional Consignments. Therefore the Company could not achieve any volume growth during the year. The Company is continuing sustained marketing efforts for new jobs in infrastructure sectors where the Company is a established service provider. Accordingly, the performance of the Company in current year as well as in coming years shall be highly depended on continuity of industrial projects and procurement of orders amidst fierce competition.

HUMAN RESOURCES

The Company has trained and developed its human resources to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are geared up to deliver better quality and specialised services both to meet the competition and to satisfy customer requirements.

EMPLOYEES STOCK OPTION SCHEME, 2007

Member''s approval was obtained at the Annual General Meeting held on July 31,2007 for introducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in

accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase

Scheme) Guidelines, 1999 (''the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI

Guidelines, administers and monitors the Scheme.

The applicable disclosure as at March 31,2013 stipulated under the SEBI Guidelines are given as follows:

a) Option Granted (Including Re-Issue) 1,45,880

b) The Pricing Formula For all, option vesting on or before 1 st November, 2008 exercise price was Rs.50/- and for all options vesting after 1st November, 2008 the exercise price shall be Rs. 55/- for each share.

c) Options vested 1,36,820

d) Options exercised 14,870

e) The total number of shares arising as a result of exercise of Options 14,870

f) Options lapsed/not exercised 1,14,770

g) Variation of the terms of Options None

h) Money realized by exercise of Options Rs. 7,90,100/-

I) Total number of Options in force 16,240

j) Employee wise details of Options granted to

1. Senior Management Personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V.Chatrapathi 880

Mr. C.K.Ojha 1300

Mr. J.S.Yadav 390

Mr. Parameshwar La! Tamrayat 430

Mr. M.V.K.S.R. Sharma 310

Mr. Raveender Kr.Sharma 960

Mr. Kamal Kr.Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R.P.Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T. Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted during that year.

Nil

3. Identified employee who were granted Options, 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

The Money realised by exercise of options has been utilised in the business of the Company especially for funding capital investments. A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, shall be placed before the shareholders at the ensuring Annual General Meeting.

DIRECTORS

Dr. Debasis Sengupta, Dr. Padam Chand Agarwal and Shri Ashok Kumar Surana retire by rotation and being eligible, offer themselves for reappointment. The present terms of appointment of Shri Anand Kumar Agarwal as Chairman expires on 31.05.2013. It is proposed to reappoint him for another period of 3 years. His reappointment and the terms and conditions thereof have been approved by a resolution passed by the Remuneration Committee and the Board, and require approval by the shareholders at the General Meeting by a special resolution and approval by the Central Government.

AUDITORS

M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditors retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 that period;

(iii) 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

During the year the Company invited and accepted public deposits on which payment of interest was regular. None of the deposit matured for repayment during the year. The outstanding balance of Public Deposit as at the end of the year was Rs. 1,55,19,000/-. The Company complied with all the applicable provisions of the Company''s (Acceptance of Deposits) Rules, 1975 as amended uptodate.

CASH FLOW STATEMENT

Cash flow statement for the year ended 31.03.2013 is also attached herewith and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement for the Financial Year 2012-13 of the Company and its subsidiary M/s. ABC Skyline Limited has been prepared by the Company in accordance with the requirements of Accounting Standards issued by "The Institute of Chartered Accountants of India". The Audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy:

The Company''s operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D

i) Research and Development: The Company does not have any R & D Division and Company''s Operations does not require this type of establishment.

ii) Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii) Foreign Exchange earnings and outgoing : The Company has no activities related to export of its services. The Company earned Foreign Exchange worth Rs.4,55,689/- towards Freight & Rs.16,30,20,000/- towards sale of Investments in Joint Venture during the year (Previous Year- Rs.50,34,956/- towards Freight). Value of imports calculated on 0 I. F. basis by the Company was Rs. 2,34,009/- (Previous Year Rs. 4,47,53,972/-). The Company has spent foreign exchange worth Rs.15,47,258/-. (Previous Year - Rs.20,96,43,995/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf and civil/ operational expenses in foreign countries. The Company has incurred Rs.17,54,719/- (Previous Year - Rs.30,19,910/-) by way of foreign tours for business purposes.

AUDIT REPORT

The Auditor''s report does not contain any qualification or adverse comments.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stock exchanges, the Company has dedicated a column for investor services in its website www.abcindia.com. The company would keep on updating these particulars as and when necessary.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation of all the staff members for their enormous personal efforts as well as their collective contribution to the company''s performance.

The Directors would also take this opportunity to acknowledge the cooperation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, the Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company and their confidence in its management.

By order of the Board

Place: Kolkata ashish Agarwal

Date : May 25,2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 39th Annual Report of the Company together with Audited Accounts for the year ended 31st March 2012:

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2012 Previous Year

Turnover 26142 20731

Profit before Taxation and Depreciation 1499 1268

Depreciation 809 420 (Net of depreciation on revalued assets transferred from Capital Reserve)

Profit before Taxation 690 848

Provision for Taxation 204 295

Profit after Taxation 486 553

Add: Balance of Profit & Loss Account brought forward 1038 884

Less: Tax adjustment for earlier year 12 4

Profit available for appropriation 1535 1433

Appropriation:

Proposed Dividend 81 81

Tax on proposed dividend 13 14

Transfer to General Reserve 300 300

Balance carried forward to Balance Sheet 1141 1038

SERVICES AND EARNINGS

Company's total earnings including other income for the year amounted to Rs.26142 lacs as compared with the previous year total earnings of Rs.20731 lacs.

DIVIDEND

The Directors recommend for your approval for payment of dividend @ Rs.1.50 per Equity Share of Rs.10/- each for the year ending 31.03.2012. (Previous year Rs.1.50 per Equity Share). The total amount of dividend (including Dividend tax thereon) would amount to Rs. 94 lacs (Previous year 95 lacs).

OUTLOOK

During the year under review, the Company could materialise results from its execution of major logistics work in North East India. By execution of such major logistics work the Company has substantially improved its capacities in providing complex logistics solutions to its customer. There was good demand for Company's service in the year with growing industrialisation in North East India. The Company is continuously making sustained marketing efforts reaping its business from ongoing as well as new projects in major infrastructure sectors. The performance of the company in current year and coming years shall continue to depend on continuity of industrial projects, and procurement of orders amidst fierce competition.

Project Cargo Division was successful in converting its strength into business. Petrol Pump segment has shown satisfactory performance. The Company expects to improve its performance in all segments in coming year.

HUMAN RESOURCES .

The Company has trained and developed its human resources to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are geared up to deliver better quality and specialised services both to meet the competition and to satisfy customer requirements.

EMPLOYEES STOCK OPTION SCHEME, 2007

Member's approval was obtained at the Annual General Meeting held on July 31,2007 for introducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The applicable disclosure as at March 31,2012 stipulated under the SEBI Guidelines are given as follows:

a) Options Granted (Including Re-Issue) 1,45,880

b) The Pricing Formula For all option vesting on or before 1st November, 2008 exercise price was Rs. 50/- and for all options vesting after 1st November, 2008 the exercise price shall be Rs. 55/- for each share.

c) Options vested 1,23,230

d) Options exercised 14,870

e) The total number of shares arising as a result of exercise of Options 14,870

f) Options lapsed 1,14,070

g) Variation of the terms of Options None

h) Money realized by exercise of Options Rs.7,90,100/-

i) Total number of Options in force 30,306

j) Employee wise details of Options granted to

1. senior Management personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V.Chatrapathi 880

Mr. C.K.Ojha 1300

Mr. J.S.Yadav 390

Mr. Parameshwar Lai Tamrayat 430

Mr. M.V.K.S.R. Sharma 310

Mr. Raveender Kr. Sharma 960

Mr. Kamal Kr. Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R.P.Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T.Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted during that year.

Nil

3. Identified employee who were granted Options, 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

k) Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'

Rs. 9.19

I) Where the company has calculated the employee compen- sation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so comuted and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The company has calculated the employee compensation cost using the intrinsic value of the stock option. The effect on the net income and earning per share, had the fair value method been adopted is described below:

Net Income Rs. in lakhs

As reported 486 Add: Intrinsic value compensation cost Nil

Less: Fair value compensation 13

Adjusted Net Income 473

Earning Per Share as reported Rs. 9.19

As adjusted Rs. 8.74

m) 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. Weighted average price per option Rs. 55.00

Weighted average fair value per option Rs. 43.43

n) A description of the method and significant assumptions used during the year to estimate the fair values of options.

The fair value of options is estimated using the Black Scholes Option Pricing Model after applying the following key assumptions on weighted average basis

(1) Risk free interest rate 8.00%

(2) Expected life 1.88 years

(3) Expected volatility 30%

(4) Expected dividends 15%

(5) Price of the underlying share in market at the time of option grant Rs.45.10/.Rs.39.00

The Money realised by exercise of options has been utilised in the business of the Company especially for funding capital investments. A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, shall be placed before the shareholders at the ensuing Annual General Meeting.

DIRECTORS

Shri Krishan Arya, Dr. Ashok Kumar Agarwal and Shri Ashoke Kumar Dutta retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditor retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to the Director's Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgmets 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 that period;

(iii) 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public during the year under report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy:

The Company's operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D

i) Research and Development: The Company does not have any R & D Division and Company's Operations does not require this type of establishment.

ii) Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii) Foreign Exchange earnings and outgoing: The Company has no activities related to export of its services. The Company earned Foreign Exchange worth Rs.50,34,956/- during the year (Previous Year- Rs.53,72,804/-). Value of imports calculated on C. I. F. basis by the Company was Rs.4,47,53,972/- (Previous Year Nil). The Company has spent foreign exchange worth Rs.20,96,43,995/-. (Previous Year - Rs. 7,08,01,165/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf and civil/ operational expenses in foreign countries. The Company has incurred Rs.30,19,910/- (Previous Year- Rs.8,93,991/-) byway of foreign tours for business purposes.

AUDIT REPORT

The Auditor's report does not contain any qualification or adverse comments.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stock exchanges, the Company has dedicated a column for investor sen/ices in its website www.abcindia.com. The Company would keep on updating these particulars as and when necessary.

CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation of all the staff members for their enormous personal efforts as well as their collective contribution to the company's performance.

The Directors would also take this opportunity to acknowledge the co-operation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, the Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company and their confidence in its management.

By order of the Board

Place: Kolkata Ashish Agarwal

Date : May 28,2012 Managing Director


Mar 31, 2010

The Directors hereby present the 37th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010:

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2010 Previous Year

Turnover 14677 16364

Profit before Taxation and Depreciation 410 834

Depreciation 241 228

(Net of depreciation on revalued assets

transferred from Capital Reserve)

Profit before Taxation 169 606

Provision for Taxation 61 180

Profit after Taxation 108 426

Add : Balance of Profit & Loss Account brought

forward 865 433

973 859

Less : Tax adjustment for earlier year 28 (6)

Profit available for appropriation 945 865

Appropriation :

Proposed Dividend 27 -

Tax on proposed dividend 4 -

Transfer to General Reserve 30 -

Balance carried forward to Balance Sheet 884 865

SERVICES AND EARNINGS

Companys total earnings including other income for the year amounted to Rs.14,677 lacs as compared with the previous year

total earnings of Rs. 16,364 lacs.

DIVIDEND

The Directors recommend for your approval for payment of dividend @ Rs. 0.50 per Equity Share of Rs. 10/- each for the year ending 31.03.2010. (Previous year Nil). The total amount of dividend including Income Tax thereon would amount to Rs. 31 lacs (Previous year Nil).

OUTLOOK

During the year under review, the Company actively pursued its marketing and operational function to improve its activities in providing logistics solutions to its customers. The demand for such service requirement was subdued in the year due to economic slowdown with apparent recovery from slowdown, the Company is working towards achieving its business from ongoing as well as new projects in major infrastructure sector. However, performance of the company in current year and coming years shall largely depend on improvement in economic situation, and successful completion of jobs in hand.

Project Cargo Division is continuosly thriving to improve its capabilities. Petrol Pump segment has shown satisfactory performance. The Company expects to improve its performance in all segments in coming year.

HUMAN RESOURCES

Training and development of its human resources continued to be an area of prime focues. The Company has developed its human resources to meet the challenges of growing quality perspective by the customers. In view of increased competition in market environment due to economic slowdown, the human resources of the company are being geared up to deliver better quality services to meet the competition.

EMPLOYEES STOCK OPTION SCHEME, 2007

Members approval was obtained at the Annual General Meeting held on July 31,2007 for introduction ot Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, (the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The Applicable disclosure as at March 31,2009, stipulated under the SEBI Guidelines are given as follows:

a) - Options Granted 1,23,230

b) The Pricing Formula

For all option vesting on or before 1st November, 2008,

exercise price is Rs. 50/- and for all options vesting after 1st

November, 2008 the exercise price shall be Rs. 55/- for each share.

c) Options vested 96,758

d) Options exercised Nil

e) The total number of shares arising

as a result of exercise of Options Not Applicable

f) Options lapsed 33,470

g) Variation of the terms of Options None

h) Money realized by exercise of Options Not Applicable

i) Total number of Options in force 89,760

j) Employee wise details of Options granted to

1. Senior Management Personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V. Chatrapathi 880

Mr. C. K. Ojha 1300

Mr. J. S. Jadav 390

Mr. Parameshwar Lal Tamrayat 430

Mr. M. V. K. S. R. Sharma 310

Mr. Raveender Kr. Sharma 960

Mr. Kamal Kr. Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R. P. Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T. Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in any Nil

one year of Options amounting to 5% or more of

Options granted during

that year.

3. Identified employee who were granted Options, Nil

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.

k) Diluted Earnings Per Share (EPS) before Not Applicable

exceptional items pursuant to issue of

shares on exercise of Options calculated in accordance with Accounting

Standard (AS) 20 Earnings Per Share

I) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The company has calculated the employee compensation cost using the intrinsic value of the stock option. The effect on the net income and earning per share, had the fair value method been adopted is described below :

Net Income Rs. in Lakhs

As reported 108

Add: Intrinsic value

compensation cost Nil

Less : Fair value compensation 57

Adjusted Net Income 51

Earning Per Share as reported Rs. 1.48

As adjusted Rs. 0.41

Weighted average price per option Rs. 53.01

Weighted average fair value per option Rs. 63.87

m) 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.

n) A description of the method and significant assump- tions used during the year to estimate the fair values of options.

The fair value of options is estimated using the

Black Scholes Option Pricing Model after applying the following key assumptions on weighted average basis

(1) Risk free interest rate 8.00%

(2) Expected life 1.38 years

(3) Expected volatility 30%

(4) Expected dividends Nil

(5) Price of the underlying share

in market at the

time of option grant Rs.45.10/Rs. 39

A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase

Scheme) Guidelines, 1999, shall be placed before the shareholders at the ensuring Annual General Meeting.

DIRECTORS

Dr. Debasis Sengupta, Shri Ashoke Kumar Dutta and Dr. Ashok Agarwal retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

M/s. Agarwal Kejriwal & Co., Chartered Accountants, Statutory Auditor retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under Section 217(2 A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the directors had 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

No public deposit were invited or accepted during the year under report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy: The Companys operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D.

i) Research and Development: The Company does not have any R&D Division and Companys Operations does not require this type of establishment.

ii) Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii) Foreign Exchange earnings and outgoing : The Company has no activities related to export of its services.

The Company earned Foreign Exchange worth Rs. 37,94,878/- during the year (Previous year - Rs. 1,01,41,365/-). The

Company has remitted foreign exchange worth Rs. 18,52,213/- (Previous year - Rs. 2,32,098/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf. The Company has also incurred Rs. 17,47,201/- (Previous year - Rs. 48,-50,345/-) by way of foreign tours for business purposes.

AUDIT REPORT

About the observations made by auditors in Clause (xxi) of Annexure to their report, the board of directors wish to state that appropriate legal action have been taken in the matter.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Companys website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report. CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

Your Directors wish to record their sincere appreciation of the efforts put in by all the staff members of your Company and of their commitment during the period.

Your Directors also take this opportunity to acknowledge the cooperation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, your Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company.



By order of the Board

Place: Kolkata Ashish Agarwal

Date : July 12,2010 Managing Director



 
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