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Directors Report of ABC India Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors take pleasure in presenting the 43rd Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2016.

Financial Results (Rs, In Lacs)

Particulars

FY 2015-16

FY 2014-15

Amount

Amount

Turnover

13341.75

15252.44

Other Income

77.56

107.42

Total Revenue

13419.31

15359.86

Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)

682.40

1301.25

Interest and other Finance Cost

524.77

772.22

Depreciation & Amortization

456.98

644.69

Profit /(Loss) before Taxation (PBT)

(299.34)

(115.66)

Tax including Deferred Tax

(62.17)

(128.22)

Profit after Taxation (PAT)

(237.17)

12.56

Profit brought forward from previous year

1371.35

1362.04

Tax Adjustment for earlier years

-

(3.25)

Profit available for appropriation carried to Balance Sheet

1134.18

1371.35

OPERATIONS :

During the year under review, your Company has achieved a Total Revenue of Rs, 13,419.31 lakhs which is 12.63% lower over the corresponding previous financial year total revenue of Rs, 15,359.86 lakhs. The Company has achieved an EBIDTA of Rs, 682.40 lakhs as compared with previous year figure of Rs, 1,301.25 lakhs. The Loss after Tax worked out to Rs, 237.17 lakhs as compared to profit in the previous year of Rs, 12.56 lakhs.

OUTLOOK :

The industrial growth of the Company did not improve at the desired level as envisaged during the year under review. The Company is in the business of transportation and logistics and due to non- improvement in the industrial activity the Company was not able to procure the business at its desired level. The profitability of the Company was affected due to at one hand stagnancy of the off take and on the other hand increase in the cost at various levels of the Company. Besides, due to low demand for logistics services, there was fierce competition in the market making lower realizations for the services rendered by the Company. 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 & power 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, power sector, industrial project and procurement of orders.

To overcome the situation, the Company has diversified its business activities and had started a new segment viz. Construction Division which would contribute both in top line & bottom line of the Company.

DIVIDEND

Due to loss during the year under review, the Board of Directors of the Company could not recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March, 2016.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2016.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

Your 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 specialized services of desired quality meet the competition and to satisfy customer requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointments:

There was no appointment of any Director during the financial year 2015-16.

ii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Dr. Ashok Kumar Agarwal (DIN 01237294), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

iii) Appointment of Whole time- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the following personnel continued to be Whole time Key Managerial Personnel of the Company within the meaning of the said section.

a) Mr. Ashish Agarwal - Managing Director.

b) Mr. Sushil Pransukhka - Chief Financial Officer.

c) Mr. Sanjay Agarwal - Company Secretary & Compliance Officer.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

INDEPENDENT DIRECTOR’S DECLARATION

Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.

AUDITORS AND THEIR REPORTS (i) Statutory Auditor:

The Statutory Auditors M/s Agarwal Kejriwal & Co., Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the FY 2016-17, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their appointment in the office of Statutory Auditors of the Company for the FY 2016-17.

The Auditors report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and hence do not call for any further explanation.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2016-17.

(iii) Secretarial Auditor:

The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2015-16 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as “Annexure A” - MR-3 to this Board’s Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for the year ended on 31st March, 2016;

3. Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DEPOSITS

The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The particulars and information of the Directors/employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of your Company is attached as “Annexure-B” to this report.

None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:

(a) Conservation of energy

The Company’s operation involves no energy consumption.

(b) Technology absorption

i. 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.

(c) Foreign exchange Earnings and Outgo

During the year, the total foreign exchange earned was Rs, 22,52,590/- (Previous Year Rs, 10,48,868/-) and the total foreign exchange used was Rs, 44,98,665/- (Previous Year Rs, 38,32,523/-).

INTERNAL AUDIT & CONTROLS

The Company continues to engage Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company’s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested and no reportable material weakness in the formulation or operations were observed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 26, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:

i) Related Party Transactions:

All transactions entered with related parties during the FY 2015-16 are on arm’s length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013 except sale of a property which is not in ordinary course of business. There have been no other materially significant related party transactions with the Company’s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, the listing agreement and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. The required disclosure in Form AOC-2 in respect of the sale of the property is given and marked as “Annexure-C” to this Board’s Report.

The requisite disclosures of the related party transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the policy.

ii) Number of Board Meetings:

The Board of Directors met 4 (Four) times in the FY 2015-16. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Debasis Sengupta. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as “Annexure - D” to this report.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Loans, Guarantees and Investments:

The Company has not provided any loans, given any guarantees or made any investments under Section 186 of the Companies Act, 2013 during the FY 2015-16.

vii) Post Balance Sheet events:

There is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.

viii) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

ix) Evaluation of the Board’s Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and Listing Agreement / applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

x) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board’s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

ix) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company’s website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Board’s Report.

COMPANY’S WEBSITE

The website of your Company, www.abcindia.com has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been uploaded.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders’ expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the requirements of Clause 49 of the Listing Agreement / applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO i.e. the Managing Director of the Company and CFO are given in “Annexure- E, F & G” to this report.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company’s website: www.abcindia.com.

All Board Members, KMPs and members of Senior Management have confirmed compliance with the code of conduct. A declaration to this effect has been signed by Mr. Ashish Agarwal, Managing Director is given as “Annexure H” to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as “Annexure I” to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to both the Stock Exchange and the depositories.

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.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board of Directors

Vijay Kumar Jain Ashish Agarwal

Place : Kolkata Director Managing Director

Dated : 12th November, 2016 DIN : 00491871 DIN : 00351824


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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