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Directors Report of Container Corporation of India Ltd.

Mar 31, 2015

Dear Members,

The directors are pleased to present their report on the business and operations of your company for the financial year ending on 31st March 2015.

FINANCIAL RESULTS

(Rs. in crores)

Particulars 2014-15 2013-14

Income from operations 5573.70 4984.55

Profit before depreciation & tax (PBDT) 1667.14 1473.58

Profit before tax (PBT) 1294.45 1284.25

Provision for tax 246.90 299.49

Profit aftertax (PAT) 1047.55 984.76

Profit available for appropriations 1047.55 984.76

APPROPRIATIONS:

Interim Dividend 155.98 136.48

Proposed Final Dividend 105.29 103.34

Corporate tax on dividend 52.62 40.76

Transferto general reserves 104.76 98.47

Balance carried to Balance Sheet 628.90 605.71

Earnings per share (Rs.) 53.73 50.51

DIVIDEND

Keeping in view the company's Capex requirements, the Board recommends a final dividend of 54% on the paid up share capital of Rs.194.97 crores. An interim dividend @80% has already been paid. The total dividend payment for the year 2014- 15 is Rs.261.27 crores as compared to Rs.239.82 crores (excluding dividend tax) for the FY 2013-14, which is an increase of 8.94% over previous year.

FINANCIAL HIGHLIGHTS

The operating turnover of your company registered a growth of 11.82% during the year under review, increasing from Rs.4,984.55 crores in the previous year to Rs.5,573.70 crores in the current year. Total expenditure increased by 14.19%, from Rs.4,072.02 crores in 2013-14 to Rs.4,649.87 crores in 2014-15. The profit before tax worked out to Rs.1,294.45 crores, higher by 0.79% over 2013-14. After making provisions for Income Tax, prior period/tax adjustments, the Net Profit available for appropriations stands at Rs.1047.55 crores, which is 6.38% higher than last year. This increase in Profit After Tax (PAT) is due to growth in the operating turnover and better cost management.

OPERATIONAL PERFORMANCE

The throughput of your Company increased during the year 2014-15 in comparison to the year 2013-14. The segment-wise comparison is as under:

Handling at Terminals (In TEUs) 2014-15 2013-14 % age growth

Exim 26,21,385 23,61,429 11.01%

Domestic 4,89,371 5,07,183 -3.51%

Total 31,10,756 28,68,612 8.44%

As can be seen, there has been an increase of 8.44% in the throughput. In terms of tonnage also the company carried a total tonnage of 36.18 million tons in current fiscal as against 32.93 million tons in previous fiscal (2013-14), resulting in an increase of around 10%.

CAPITALSTRUCTURE

During the year there has been no change in the capital structure of the company and its paid up share capital stands at Rs.194.97 crore. In the month of April 2015, Ministry of Railways, Government of India has transferred 6,013 equity shares to the Central Public Sector Enterprises Exchange Traded Fund (CPSE ETF) as loyalty bonus to retail investors. Therefore, after this transfer now Government of India shareholding in CONCOR has reduced to 61.79% from 61.80% in the previous year and accordingly the balance shares held by public are now 38.21 % which were 38.20% as at the end of previous year.

LISTINGAND DEMATERIALIZATION OF SHARES

CONCOR's shares are listed with the bourses i.e. Mumbai and National Stock Exchanges. The listing fees of both the stock exchanges have been paid.

To facilitate dematerialization of shares by its shareholders, CONCOR has signed agreements with both the Depositories (NSDL & CDSL). As per SEBI guidelines, CONCOR's shares have been placed under 'Compulsory Demat Mode'. Out of 19,49,74,191 equity shares listed on the Stock Exchanges, 19,49,71,773 equity shares were in demat mode as on 31.03.2015. The market capitalization of the company was Rs.30,882 crores as on 31.03.2015 (as per closing price on NSE).

CAPITAL EXPENDITURE

Capital Expenditure of Rs.746.01 crores approx. were incurred mainly on development/expansion of terminals, acquisition of wagons, handling equipments and IT Infrastructure, etc.

TERMINAL NETWORK EXPANSION

* As on 31.03.2015, the Company has total 63 Terminals, of which 13 are pure Exim Terminals, 35 are Combined Container Terminals and 15 are pure Domestic Terminals. During the year the company has strengthened the existing Terminal Network to provide efficient services to its customers. The Company invested approx. Rs.389.95 Crores on infrastructure development/augmentation activities for existing and new terminals.

* Development of fifteen Multi Modal Logistics Parks (MMLPs) is on the anvil. This should help your Company augment its handling capacity.

* In principle approval granted for setting up of green field Private Freight Terminal (PFT) at Vishakhapattnam and Jharsuguda by East Coast Railways and South East Railways respectively.

HIGH SPEED WAGONS, CONTAINERSAND HANDLING EQUIPMENTS

In order to strengthen and improve the service level, during the year under review 765 numbers of BLC and 235 number of BVZI brake van wagons were added to the existing fleet of CONCOR owned wagons, increasing the holding of high speed wagons to 11,754 numbers. Therefore, total wagon (BLC BLL BFKN BVZI) holding has gone upto 13,111 as on 31.03.2015.

As on 31.03.2015 your company has 20,247 (owned plus leased) containers and it also owns 52 Reach Stackers and 17 Gantry cranes.

INFORMATION TECHNOLOGY

Your Company continued to make progress in the field of Information Technology. The VSAT based network has been extended and now it covers 73 locations. The Terminal Management System for Domestic-DTMS, for EXIM -ETMS, ERPfor Oracle Financial, HR Payroll, Container Repair System, Operation system was implemented for the expanded network of terminals. A Data Warehouse Module for commercial applications on centralized architecture is running smoothly across field locations/Regional Offices and Corporate Office.

The Web enabled Customer interface through a dedicated Web Server is running successfully providing facilities to the customers. The Customer feedback facility system as implemented on the website enables us to constantly evaluate our performance and take corrective actions on Customer complaints and feedback.

Public Grievance lodging and monitoring system has been deployed on CONCOR's website for Grievance Redressal system. This system has been developed in line with the O.M. dated 18.02.2013 of Department of Administrative Reforms & Public Grievances. The objective of the system is to reduce time in addressing Grievance, to increase transparency and round the clock access for lodging and monitoring grievance.

The Electronic-filing of documents on the Commercial System initially provided at ICD/Tughlakabad has now been extended to all EXIM terminals which enables the customers to file their documents electronically from their own offices and on-line payment mode of NEFT/RTGS has been enabled. As part of Business Continuity plan, CONCOR has established Backup Site and Standby system at primary site for its commercial business critical applications. CONCOR has been re-certified ISO/IEC-27001 certification from STQC IT Certification Services (Ministry of Communication & Information Technology) for establishing an Information Security Management System (ISMS).

As an extension of existing HRMS, employee portal has been introduced. This system facilitates employees to access information regarding Salary/reimbursements, leave balance, PF statement, view their APAR online, Online submission of Annual Property return, pension details etc. and employee has the option of viewing the information on the screen and the printout of the same can also be taken for the record .Online payment systems for corporate office and all regions have been implemented from Oracle Financials.

The e-Tender system with e-payment facility for sale and Earnest Money Deposit (EMD) electronically, MSE exemptions has also been introduced. Recruitment on CONCOR's website is integrated with online payment gateway for collection of fees.

The e-Samarth application for Online Vigilance Clearances to handle bulk NOC request creation and approval and workflow driven system has been evolved. This has increased transparency and drastically reduced the total time of according NOC for various purposes.

The e-Voting was successfully done for CONCOR shareholders and File tracking system was implemented at corporate office of CONCOR.

STANDARDISATION/CERTIFICATIONS

As a result of commitment of your Company towards Quality Management System, it continues to enjoy ISO 9001:2008 Certification. Quality Policy clearly specifies a consistent improvement of Quality Management System and processes. The Policy has been prominently displayed at all locations of CONCOR. ISO Certification for most of the units of your company has been obtained. The Procedure &the Quality Manual of Quality Management System are being followed for improving processes with an aim to improve productivity and to provide cost effective services to customers in line with the objective of achieving higher customer satisfaction index. In its quest for maintaining high standards of Quality, your Company continues to take various actions during the period under review as follows:

a) There were periodical Management Review Meetings wherein various actions were taken, including Disaster Management, Safety Norms and Quality Standards.

b) There were Quality Audits undertaken by internal trained Quality Auditors from time to time. Special emphasis was made on "Swachh Bharat" campaign in physical cleanliness of the workstation and other places and proper stacking of files, records etc. for positive work environment.

c) There were number of units for which Annual Surveillance Audit was undertaken by an independent agency.

d) There were 16 nos. of Terminals for which recertification under ISO 9001:2008 Quality Standards was successfully obtained.

e) Officials at South Central Region and North West Region were imparted training on Quality standards.

f) As on 31.03.2015,58 Terminals (including Corporate Office and 8 Nos. Regional Offices) were ISO 9001:2008 Certified.

JOINT VENTURES/STRATEGIC ALLIANCES

Your company continued to place emphasis on providing total logistics and transport solutions to its customers by exploring the possibilities of expanding the presence of the company in all segments of Logistics value chain in the EXIM as well as Domestic segments. For an inclusive presence Strategic alliances are being firmed up, both for optimal utilization of infrastructure as well as expansion into other segments of the value chain.

Special emphasis is also being given to investments in new lines for capacity augmentation of freight carrying lines of Indian Railway. Towards the same, during the year your company has taken 26% stake in Angul Sukinda Railway Ltd (ASRL), an SPV constructing 104 km. Rail line between the two regions in Odisha which is expected to yield good financial returns other than giving the company direct access to two logistics parks being set up along this line.

SIDCUL CONCOR Infra Company Ltd. (SCICL), a Joint Venture Company with shareholding of 74% and 26% of -CONCOR and State Infrastructure & Industrial Development Corporation of Uttarakhand Ltd. (SIIDCUL) respectively has been incorporated for development of logistics park at vantage points in the state of Uttarakhand. The JVC is developing a MMLP at Pantnagar located approx. 300 mts away from Rudrapur-Haldwani State Highway and at a distance of approx. one km. from the NH-87 with connectivity through a proposed Road Over Bridge (ROB). Rail connectivity for the facility will be from the non electrified Rampur-Kathgodam section of Izzatnagar Division, NE Railways. A new connecting station approx. 8 kms.from RudrapurCity Railway station and 6 kms. from Haldi Road station is being developed as part of project.

Punjab Logistics Infrastructure Ltd. (PLIL), a Joint Venture Company with shareholding of 51% and 49% of CONCOR and CONWARE respectively has been incorporated for development of logistics parks at vantage points in the state of Punjab. The JV Company is presently in process of developing a Multi Modal Logistics Hub (MMLH) located off Ludhiana - Malerkotla State Highway at a distance of approx. 20 kms. from the NH-1. Rail connectivity will be planned from single line non electrified Ludhiana - Dhuri - Jakhal section of Ambala Division of Northern Railway which is being developed as a feeder route of the Western DFC. The facility is expected to benefit from double decker carriage of containers at least between Rewari and gateway ports thereby avail advantage of reduced inland haulage costs.

The above two companies i.e. SCICL & PLILare also subsidiaries of your company as it is holding majority of shares in these companies.

WHOLLY OWNED SUBSIDIARIES

CONCOR had incorporated M/s. Fresh and Healthy Enterprises Limited (FHEL) in the year 2006 as its wholly owned subsidiary to create world class cold storage infrastructure in the country, to provide complete cold chain logistics solutions to the various stakeholders in this field.

CONCOR continued to hold 100% of the paid up equity share capital of FHEL. During the financial year 2014-15, the paid up equity share capital of FHEL increased from c76.43 Crores to Rs.145.67 Crores on account of conversion of outstanding loan of Rs.70 Crores due to CONCOR, by issue&allotment of6,92,38,378 equity shares of Rs.10 each at premium of Rs.0.11 per share.

During the year under review, FHELearned operating profit of Rs.1.44 Crores as against operating loss of Rs.20.68 Crores of last year. As on 31.03.2015, accumulated losses of the company stood at Rs.114.36 Crores.

In order to expand its span of operations and establish its presence in the Air cargo business, CONCOR had formed a new SPV (Special purpose vehicle) named CONCOR Air Ltd. in July, 2012. It is a wholly owned subsidiary of CONCOR and has an authorized share capital of Rs.50 crores. The main objective of this venture is to undertake air Cargo related activities in International and Domestic circuit. The overall objective is to contribute in the development of air cargo business of the country by providing end to end solution to the customer through the mode of bonded trucking of import/export cargo from various hinterlands locations, including ICDs, CFS, AFS to the Airports. In addition, it will facilitate the clearance and warehousing of international and domestic air cargo. To achieve its objectives CONCOR Air Ltd. has entered into concession agreement with Mumbai International Airport Ltd. (MIAL) at Chattrapati Shivaji International Airport(CSIA), Mumbai in the field of domestic and international air cargo handling activities. The concession arrangement with MIAL for domestic and international air cargo are as under:

Domestic: In February 2013 it entered into an agreement with MIAL under which SANTACRUZ AIR CARGO TERMINAL (SACT) is being developed by it. SACT will be a State-of-the-art terminal with ultra-modern facilities for storage of cargo, handling, screening, cold storage etc., where it will undertake the operations and management of domestic cargo. Until the SACT gets operational, it has taken over the existing domestic common user terminal of MIAL for operations where it is dealing with the in-bound and out-bound domestic air cargo of airlines viz; Indigo, Spicejet, Go Air, Vistara and is likely to start operations with new airlines and E & M commerce business.

International: it has also entered into concession with MIAL in October, 2013 for operations and management of international air cargo business at Air Cargo Complex (ACC), Sahar (Mumbai) for a period of 3 years. It has taken over the operations at ACC in February, 2014 and is handling nearly 34 international airlines at the facility, including some major ones like Malaysian Airline, Sri Lankan, Lufthansa, Cathay Pacific, Emirates, etc.

With the beginning of International as well as domestic air cargo operations at CSIA, Mumbai which is one ofthe major air cargo terminal in India handling almost 60% of country's air cargo; CONCOR Air Ltd. is heading towards establishing itself well in the air cargo industry. The company has earned net profit of Rs.11.34 crores after tax during 2014-15. As on 31.03.2015, the paid up equity capital ofthe company stood at Rs.36.65 Crores.

The annual reports of the above four subsidiaries of CONCOR will be available on the website of the company (www.concorindia.com) and will also be available for inspection by any member ofthe company at the registered office of CONCOR. Further, your company will make available the accounts of its subsidiaries upon request by any shareholder of the company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements ofthe Company prepared in accordance with the provisions ofthe Companies Act 2013 and the relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of the Annual Report ofthe Company.

HUMAN RESOURCE MANAGEMENT

Human Resource Management (HRM) function in the organizations is designed to maximize employee performance and is an employer's strategic objectives. HR is primarily concerned with the management of people within organizations, focusing on policies and systems. Being a progressive organisation, CONCOR firmly believes in the strength of its most vital asset i.e. Human Resource.

CONCOR has adopted and aligned its HR strategy vis-a-vis systems & procedures taking into account the business objectives and competence building needed for the organisation. HR strategy acts as a motivating factor for the employees who contribute to the core competence ofthe organisation to create a match between the company's future needs and the aspirations of individual employees.

Strategic recruitment is the major element through which CONCOR HRM initiates strategic alignment of its corporate goals with that of individual employees' goals. CONCOR plans and reviews its manpower requirements not only on the basis of superannuation and resignation numbers but we primarily focus on upcoming and future requirements of the organisation. Modes of selection are also planned in the same manner.

Right placement and refinement of employees is the primary function after induction by which CONCOR HR maintains alignment of individual performance and goals with that of CONCOR Corporate targets.

CONCOR has an exclusive training centre at Gurgaon to cater to employees' developmental needs. We conduct both In- house and Specialised topic based trainings as per organisational and employees needs from time to time. Feedback of employees and reporting authorities is reviewed constructively and accordingly next training calendar is scheduled. During the year, 171 officers were imparted training out of strength of total 280 officers on our rolls as on 31.03.2015. Employees are put to 'On the Job Training Programmes' and are evaluated to get an understanding of the suitability of the employee for his/her right placement and also to understand specific developmental needs of employees.

CONCOR provides wider opportunities for growth to its employees. Being a younger organisation with an average age of employees at 36-40 years, it has formulated a comprehensive Performance Management System (PMS) in order to identify not only the job performance of the employee but also makes an analysis of employee's behaviour and personality traits under various descriptions of personality. It gives an idea of employee's potentiality training and developmental needs and thus contributes majorly to the succession planning of the individual and thereby helps in the analysis of an employee for his placement for a particular job.

With a view to keep our below board level employees/ officers prepared for the future requirement of the organisation, young managers have been placed as the head of the terminals and departments, under Group General Managers and Executive Directors who have been placed as Head of the Regions and departments.

CONCOR HR is a strategic business partner and the attrition rate is below 1.5% owing to CONCOR employee welfare and career development policies.

INDUSTRIAL RELATIONS

Sound and healthy Industrial Relations (IR) is the pivot around which the entire business operations revolve. CONCOR believes in community of interests and not in conflicts of interests. Various interest groups strive to further goals in the organisation and resolution of conflicting interests in a positive manner reinforces faith in the system besides imbibing strength to face external threats. CONCOR maintained industrial peace and harmony and no mandayswere lost during the year. Positive IR has been the goal of HR department. CONCOR provides two way communication, participative culture, open platforms for discussion for ideas and motivation of the employees.

RESERVATION POLICY

CONCOR is a Central Government Public Sector Undertaking (PSU). It follows all Government mandates in true spirit. In a recent Parliamentary Committee visit to the company, the Committee was satisfied with the compliance of Government directives on this aspect.

The representation of such categories against the total strength of 1335 as on 31.03.2015 is as under:

Category No. of Employees

Schedule Caste 198

Schedule Tribe 70

Other Backward Classes 304

Persons with Disabilities (PwDs) 24

Ex-serviceman 16

Further, the details of reserve category candidates who have been recruited/ appointed during the year 2014-15 are as under:

Category No. of Employees

Schedule Caste 11

Schedule Tribe

Other Backward Classes 24

Persons with Disabilities (PwDs) 06

Ex-serviceman Nil

No. of employees in the company, including permanent employees on the rolls of the company as on 31.03.2015 are 1335.

SPECIALACHIEVEMENTS

Your company continued to excel in fields of its activities and was a proud recipient of the following awards in the year:

* 'Navratna' status by the Government of India with effect from 23.07.2014 and at present it is the first and only 'Navratna' CPSE of Indian Railways. In this regard, Hon'ble President of India, Shri Pranab Mukherjee felicitated CONCOR on 05.11.2014 at Vigyan Bhawan.

* Felicitation by Economic Times Group Co. (ET Edge) in recognition of outstanding efforts in Supply Chain Management & Logistics Industry in India. The shield was presented by Hon'ble Minister for Civil Aviation Shri P. Ashok Gajapathi Raju to CMD/CONCOR in Delhi on 25.06.2014.

* SKOCH Order of Merit in the field of Corporate Social Responsibility and Sustainability was conferred to the company on 20.11.2014 by Hon'ble Union Minister, Shri Venkaiah Naidu.

* Proud recipient of the prestigious Dun & Bradstreet - Corporate Awards-2014 being adjudged for the best company in Indian Logistics Services.

* Exim India coveted prize of best Inland Container Depot operator of the year for 2013 in a glittering ceremony in Mumbai.

* Recipient of SUPPLY CHAIN AND LOGISTICS EXCELLENCE AWARDS "SCALE AWARDS - 2013" instituted by CII - Institute of Logistics under Category of "Container Logistics: ICD, CFS, Rail, Logistics Park" on 22.05.2014.

* M/s CARE (CREDITANALYSIS & RESEARCH LTD.) has re-affirmed 'CARE AAA(Is)' (Triple A Issuer) for CONCOR and defined it as "Issuers with this rating are considered to offer the highest degree of safety regarding timely servicing of financial obligations. Such issuers carry lowest credit risk".

ENERGY CONSERVATION AND TECHNOLOGYABSORPTION

The relevant information on conservation of energy and technology absorption stipulated under Section 134 of the CompaniesAct, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are as under:

For energy conservation and technology absorption, virtualization is being done in the servers of major applications, which is the latest technology, with the objective to reduce the hardware, the power consumption and the cooling requirement.

To save power, the multiple servers are also being controlled through single console instead of having the separate monitors, which save power as well as reduce cooling requirement. Most of the CRT monitors have been replaced by LCD/LED monitors, which have reduced the power requirement drastically. Most of the latest CPU/ Monitors / Printers of desktops /laptop are configured in power saving mode. To conserve the energy and to reduce power requirement/ heat dissipation wherever possible, consolidation is practiced as per the requirement.

In addition to above, your company has consulted M/s Energy Efficiency Services Limited, a Joint Venture of PSUs of Ministry of Power, Government of India which has undertaken the energy audit of its unit at Dadri and its recommendations are being implemented.

RESEARCH & DEVELOPMENT (R&D)

Adhering to MOU target for 2014-15 signed between CONCOR & Ministry of Railways, your company completed well before the scheduled date the following studies:

(i) DesignofCargo Logistics facilities at Kathuwas.

(ii) Operation Research Study for evolving better container inventory management at Rail Transshipment Hubs on DFC.

(iii) Study of SFTO policy with a view to ascertaining its benefits and investment options, for CONCOR.

SUSTAINABLE DEVELOPMENT

In terms of MOU signed between CONCOR & Ministry of Railways, your company has completed successfully the following targets under CSR & Sustainability:

(i) Completion of Energy Audit in ICD, Dadri (U.P.).

(ii) Construction of 60 water harvesting tanks in an Apple growing village in Himachal Pradesh (H.P.).

(iii) Coverage of 200 households for solar lighting in rural India after baseline survey.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, there were no foreign exchange earnings. The details of foreign exchange outgo are as under:

(Rs. in lakh)

Foreign exchange outgo 18.35

Import on CIF basis

a) Stores & Spares 103.73

b) Capital Goods 1889.91

PRESIDENTIAL DIRECTIVES

No Presidential Directives were received from the Government during the financial year 2014-15.

RAJBHASHA

There has been considerable progress in the use of Official Language Hindi in Official work of CONCOR. The provisions of Section 3(3) of the Official Languages Act have been fully complied with and letters received in Hindi were also replied in Hindi. All efforts were made to correspond with offices situated in 'A', 'B' and 'C' regions in Hindi as per targets set by the Department of Official Language.

Quarterly meetings of Official Language Implementation Committee were held regularly under the chairmanship of Chairman and Managing Director to review the progress made in promoting use of Hindi in CONCOR and the decisions taken therein were properly implemented. During the year offices of all the regions were inspected by Rajbhasha Adhakari. A total 10 Hindi Workshops were organized to create the interest towards Hindi amongst employee in which 170 officers/ employee have taken part.

Hindi Pakhwara was organized from 12th to 26th September 2014 in which 5 competitions were held. About 120 officials participated in these competitions. The winner of competition were honored with cash prize and certificate. A Kavi Sammelan of famous poet was also organized during the pakhwara to promote Hindi literature. 62 employees were given cash awards for doing their official work in Hindi under 'CONCOR Rajbhasha Puraskar Yojna' for the year 2013-14. Two officials were awarded with Late Dr. Shankar Dayal Singh Smriti Puruskar 2013 for their significant contribution towards promoting Hindi in official work.

The Office organized a 'Vyangya Lekhan 'competition for PSU's under the aegis of Town Official Language Implementation Committee (PSU) Delhi on 14th November 2014 in which 24 officials from various PSU's participated.

To assess the progress made in the use of Official Language, Sub Committee of Parliament on Official Language inspected regional office at Mumbai on 07th January 2015. The Committee was satisfied with the efforts made by CONCOR in implementing progressive use of Hindi in its official works.

CONCOR has enriched its library with books of reputed Hindi authors. The Number of books in the Library has increased to 1510. Leading Hindi Newspapers as well as monthly and fortnightly magazines continue to be subscribed. To promote original writing in Hindi and to give a vide publicity of consolidated activities of the company, 'Madhubhasika' a literary magazine continues to be published quarterly. Excellent articles published in this magazine are also suitably rewarded. It is also uploaded on the company's website for public.

CONCOR's website is bilingual and all computers have Unicode facility to work in Hindi.

VIGILANCE

During the year 2014-15, the main thrust of the vigilance division was to study system, procedures and to suggest to management the improvements required in view of such studies. To achieve this objective, major emphasis was given on preventive and pro-active vigilance campaign, visit to various terminals and making the system transparent and efficient. The Vigilance Department directed its efforts towards disseminating awareness at all levels in the organization. In this context, interaction was held at all levels of functionaries of the company, covering issues of transparency, accountability and integrity.

Fourteen Preventive / Surprise / CTE type Checks at various Regional offices / Inland Container Depots / Container Freight Stations had been conducted. In addition, cases were registered / investigated on the basis of complaints and other information.

During the year 2014, Vigilance Branch studied the working of M/s Fresh & Healthy Enterprises Ltd (FHEL). The study was awarded 'Vigilance ExcellenceAward 2014' by Vigilance Study Circle, Hyderabad in the month of July 2014. This award was given by Central Vigilance Commissioner Shri Pradeep Kumar, at Hyderabad.

A sum of Rs.4.00 crores was recovered from various contractors/ customers during the financial year. Further, an amount of Rs.85.23 lakhs was withheld from the contractor on account of substandard work. In addition, 10 improvements in systems and procedures were recommended to various functional divisions on the basis of experience gained through preventive checks and other investigations. The system improvements have been adopted and implemented, which are aimed at improved physical and financial performance in various terminals.

Suitable penal action was taken against erring officials and contractors.

In order to motivate the employees to be alert in workplace, it is important that the vigilant employee is rewarded suitably so that they set example for others. It has been decided to constitute an award for "The Most Vigilant Employee of the Year". This award shall be given every year in the form of shield/trophy bearing the winners name along with citation during the Vigilance Awareness Week.

The Vigilance Awareness Week was observed in Corporate Office as well as in Regional Offices & Terminals by undertaking various activities. 12 training programmes/workshops were organized in different regions in order to create awareness about various aspects of vigilance.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 ofthe financial year and of the profit and loss account of the company forthat period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis forms a part of this report at Annexure-A.

CORPORATE GOVERNANCE & GREEN INITIATIVE

Your Company has taken structured initiatives towards Corporate Governance & its practices are appreciated by various stakeholders. Your Company believes in the principle that good Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. As per clause 49 of the Listing Agreement with the Stock Exchanges and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part ofthis Report at Annexure-B.

A Practicing Company Secretary has examined and certified your Company's compliance with respect to conditions enumerated in clause 49 of the Listing Agreement and DPE guidelines on Corporate Governance. The certificate forms part ofthis Report at Annexure-C.

As a responsible corporate citizen and to reduce carbon foot print, your Company has actively supported the implementation of'Green Initiative'. Electronic delivery of notice of Annual General Meeting (AGM) and Annual Report is being done to those shareholders whose email ids are already registered with the respective Depository Participants (DPs) and downloaded from the depositories i.e. NSDL/CDSL and who have not opted for receiving Annual Report in physical form. Accordingly, unless otherwise desired by the shareholders, the Company proposes to send all documents to the shareholders viz. Notice, Audited Financial Statements, Directors' and Auditors' Report etc. henceforth in electronic form to their registered e-mail addresses.

BUSINESS RESPONSIBILITY REPORT

For describing the initiatives taken by the companies from Environmental, Social and Governance perspective, SEBI has vide its Circular CIR/CFD/DIL/8/2012 dated 13.08.2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report (BRR) as part of the Annual Report. The Stock Exchanges have accordingly amended the listing agreement incorporating therein the provisions for giving BRR by the companies as part of their annual report. The BRR provides a disclosure framework based on National Voluntary Guidelines(NVGs) which maps the company's performance on the nine Principles and Core elements. Accordingly, in compliance to the said circular & provisions of listing agreement the Business Responsibility Report (BRR) is contained in a separate section in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

CONCOR has been working towards sustainable development of all its stakeholders by undertaking various welfare activities under its CSR initiatives. As per new Companies Act 2013, CONCOR has formulated its CSR policy for the benefit of different segments of the society, specifically the deprived, underprivileged and differently abled persons, groups, entities, etc. CONCOR has two Tier CSR Committee system for implementing it's CSR activities. The Tier-I committee is headed by Chairman & Managing Director including One Independent Director as it's member. The Tier-II committee is headed by ED(MIS& CSR) including two other senior officers & assisted by Sr. Manager (OL& CSR).

Under CONCOR's CSR policy various thrust areas have been identified which are in accordance with the provisions of Companies Act, 2013 and include health & medical care, education/literacy enhancement, community development and rehabilitation measures, environment protection, conservation of natural resources, natural calamities and infrastructure development, etc.

CONCOR has executed it's major projects in the area of education, health, skill development & environment sustainability. Some of it's CSR initiatives are as under:

* Support towards constructing classrooms in six schools of GANJAM District in the state of Odisha which witnessed havoc of cyclone 'Phailin' for the benefit of school children. Assistance was provided to ITI Srinagar and Pantnagar Polytechnic in the State of Uttrakhand towards infrastructural development which got damaged in Uttrakhand cloudburst. Financial help has also been extended to Odisha State Disaster Management Authority (OSDMA) for construction of two cyclone shelters in Balasore district of Odisha which is prone to frequent cyclone.

* For it's commitment towards conservation of environment it has taken up projects for rainwater harvesting, solar energy, etc. in association with The Energy & Resource Institute (TERI) in the state of Himachal Pradesh. In Himachal Pradesh, 120 Apple growing farmers have been provided rain water harvesting tanks including various equipments like anti hail nets, power sprayers, pruners, planting material of high apple yielding varieties, etc. as well as technical training that will help them in increasing their Apple yields in the districts of Shimla & Kullu. Nearly three thousand farmers will benefit from this activity.

* In order to improve the lives of villagers of un-electrified villages of Jodhpur and Sirohi district of Rajasthan which include a large segment of underprivileged section of society, company has undertaken a project to provide two point home lighting solar lights, mobile charger facility, solar lalterns to 3600 families in association with Central Electronics Limited, a Central PSU of Government of India.

* Realizing the importance of providing education to girl child in society, it has provided infrastructural support to a girl inter Collage in Gautambudh Nagar, U.P. by way of constructing rooms, toilet blocks, providing computers, books, etc. which will help 500 girls to continue their study.

* CONCOR is also well aware with it's responsibility of bringing the marginlised, weaker section of society into the main stream. In this direction, it has taken up a project for the dependants of Safai Kramcharis by sponsoring their skill development training with the help of National Safai Kramchairis Finance Development Corporation (NSKFDC) wherein 240 such dependents are undergoing skill development training in garment sector with a provision of their suitable placement.

* Company has been proactive towards providing better health to its' stakeholders & people residing near it's operational area. For this purpose, it has organized 100 health camps at it's 29 major terminals ranging from Tuglakabad (Delhi) to Tondiyarpet (Chennai) and Amingaon (Assam) to Khodiyar (Ahemdabad) to cover all parts of country to provide preventive health care facility to its stakeholders on quarterly basis through which nearly 21,923 stakeholders have been benefited, including deprived classes of society. These activities have been carried out with the association of reputed organizations in the field. Near & distance vision spectacles are distributed free of cost to beneficiaries in such camps.

* Assistance to violence affected children in persuing their studies in the districts of Doda, Kulgam, Pulwama and Srinagar in the state of Jammu & Kashmir and Churachandpur and Thamenglong districts of Manipur in which nearly 585 such children studying upto class XIIth standard have been provided assistance to enable them to continue their studies.

* In order to provide skill development training to 2,220 youths of backward classes, Company has entered into a MOU with National Backward Classes Finance Development Corporation who will provide training to these youths in the field of Apparel Production Supervision and Quality Control (APSQC), Garment Construction Techniques (GCT), Industrial Sewing Machine Operation (Basic and Advance) (ISMO-B&A) in the states of Uttar Pradesh, Punjab, Haryana, Karnataka, TamilNadu, Kerala, Andhra Pradesh, West Bengal, Odisha, Bihar,Jharkhand, Manipur, Madhya Pradesh, Gujarat and Chhatisgarh.

* Under Swachh Bharat Abhiyan, Company has contributed an amount of Rs.3.5 crore to 'Swachh Bhart Kosh' set up by Govt. of India towards construction of toilets in schools. Besides company has also taken up construction of toilets in the states of Rajasthan, Tamilnadu and Haryana. Considering the respect the river Ganga commands among people of country, CONCOR has contributed an amount of Rs.3.50 Crore towards rejuvenation of river Ganga in Clean Ganga Fund setup by Govt. of India.

* In order to provide solar lights to weavers of Sant Ravi Das Nagar of Uttar Pradesh 1,000 solar street lights are being installed to illuminates the lives of weavers and those who work in Carpet Industry.

Out of the funds allocated towards CSR Expenditure for FY 2014-15, an amount of Rs.20.56 crores had been disbursed towards various CSR activities. The unspent amount in terms of Companies Act, 2013 is being carried forward and the same will be spent in the following year and the particulars in this regard are furnished in theAnnual Report on CSR activities as per Annexure-D to this report.

CONCOR is committed to implement its CSR policy in letter & spirit by taking up various welfare projects including environment sustainability for the betterment of it's stakeholders as well as weaker sections of the society to enable them to grow and prosper together.

RISKMANAGEMENT

As per the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The particulars of Committee are stated in the Corporate Governance Report forming part of this Report. The Company has a well laid down Risk Management (RM) system to identify, evaluate risks and opportunities. This said system seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management system defines the risk management approach across the enterprise in various business activities including documentation and reporting. The RM structure has different risk models which help in identifying risks trend, exposure and potential impact analysis at Company level and also separately for business segments. It forms an integral part of the Company's functioning and the Board of Directors are being regularly apprised about the status of various riskelements and the mitigation plans for the same.

INTERNAL CONTROLSYSTEMS AND ITS ADEQUACY

CONCOR's Internal Control Systems are commensurate with its size, scale and complexity and nature of its business activities. Internal audit constitutes an important element in overall internal control systems of the company. The scope of work of the internal audit is well defined and is very exhaustive to cover all crucial functions and businesses of the company. The internal audit in the company is carried out by the independent professional firms appointed for this purpose.

The respective department of the company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems and accounting procedures and policies. Based on the report of internal auditors' necessary steps are taken at regular intervals to further strengthen the existing systems and procedures. The significant observations of internal auditors and corrective actions thereon are presented to the Audit & Ethics Committee of the Board at regular intervals.

PARTICULARS OF EMPLOYEES

The information required in accordance with the provisions of Section 197(14) of the Companies Act, 2013 read with the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL, as no employee has drawn remuneration in excess of amount specified in said Rules. Further the disclosure in the board report under rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as per Annexure-E and forms part of this report.

AUDITORS

Being a Government Company, the Comptroller &Auditor General (C&AG) of India had appointed M/s. Kumar Vijay Gupta & Co., Chartered Accountants as Company's Statutory and branch/Regional Auditors for the financial year 2014-15. The statutory auditors were appointed by C&AG vide its letter CA.V/COY/CENTRAL GOVERNMENT,CCIL(9)/276, dated 31.07.2014. The Statutory Auditor of the company is being paid an audit fee of Rs.3,30,000/-. The Statutory Auditors have audited theAnnual Financial Statements of the Company for the financial year ended 31.03.2015.

The comments of the Comptroller and Auditor General (C&AG) of India, through letter PDA/R-C/PSU/32-5/CONCOR/2014- 15/277 dated 18.07.2015 on the Audited Financial Statements of your Company for the financial year ended 31.03.2015 under the Companies Act, 2013 have been received. The Comments of C&AG for the financial year 2014-15 along with the Statutory Auditors Report of your company have been placed elsewhere in this Annual Report.

BOARD OF DIRECTORS

During the financial year 2014-15, five meetings of the Board of Directors were held for transacting the businesses of the Company. During the year and upto the date of this report, the directorship in the company are under:

* Shri Anil Kumar Gupta, Chairman and Managing Director [DIN: 00066328]

* Shri Harpreet Singh, Director (Projects & Services) (upto 30.09.2014) [DIN: 00659703]

* Shri Yash Vardhan, Director (Intl. Mktg. & Ops.) [DIN:01842119]

* Dr. P. Alli Rani, Director(Finance)&CFO[DIN: 02305257]

* ShriArvind Bhatnagar, Director (Domestic Division) [DIN: 03564703]

* Shri V Kalyana Rama, Director (Projects & Services) (w.e.f. 03.06.2015) [DIN: 07201556]

* Shri Manoj K. Akhouri, Director[DIN: 02293829]

* Shri N. Madhusudana Rao, Director (w.e.f. 16.10.2014)[DIN:06993802]

* ShriSudhirMathur, Director[DIN: 00168155]

* Shri Pradeep Bhatnagar, Director[DIN: 00196664]

* Shri M.P. Shorawala, Director [DIN: 02754082]

* Lt. Gen.(Retd.)Arvind Mahajan, Director(upto 12.05.2014) [DIN: 02410540]

* Dr. (Professor) A.K. Bandyopadhyay, Director (upto 12.05.2014) [DIN: 03184953]

* Dr. (Professor) Kausik Gupta, Director (upto 12.05.2014) [DIN: 03557162]

* Shri Deepak Gupta, Director (upto 22.11.2014) [DIN: 05333960]

The tenure of three independent directors namely Lt. Gen.(Retd.)Arvind Mahajan, Dr. (Professor) A.K. Bandyopadhyay and Dr. (Professor) Kausik Gupta who were appointed by Ministry of Railways was over on 12.05.2014 and another independent director Shri Deepak Gupta had resigned from the board of the company w.e.f. 22.11.2014. CONCOR being a Government company, the independent directors on its board are appointed by the Ministry of Railways from time to time. Accordingly, CONCOR had already requested Ministry of Railways for appointment of new independent directors in place of the above four independent directors who has either resigned or whose tenure has ended during the year.

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation will not be applicable to Independent Directors. In view of this, no Independent Director are considered to be retiring by rotation but all other directors will be retiring by rotation. Accordingly, one third among all other directors namely Shri Anil Kumar Gupta and Dr. P. Alli Rani are liable to retire by rotation and being eligible, offer themselves for reappointment.

EVALUATION & REMUNERATION

CONCOR is a Government Company under the administrative control of Ministry of Railways. The selection procedure for the all the directors is also laid down by the Government of India and all the directors of the company have been appointed in accordance with the said procedure. The functional directors including CMD are selected on the recommendations of PESB in accordance with the procedure and guidelines laid down by Govt. of India. Its Board of Directors are appointed by Ministry of Railways and there is system and procedure laid down by Department of Public Enterprises for evaluation of its functional directors including Chairman and Managing Director. The evaluation framework for assessing the performance of functional directors comprises of the following key areas:

* Performance ofthe company under the MOUsigned with Ministry of Railways.

* Performance with respect to the targets fixed for the respective director.

* The evaluation include self evaluation by the respective board member and subsequent assessment by CMD for the functional directors and thereafter final evaluation by the Ministry of Railways, the administrative ministry.

* In respect of CMD also the evaluation includes self evaluation and final evaluation by the Ministry of Railways.

The independent directors have also evaluated all other board members ofthe company and the same was found to be satisfactory.

In respect of Government nominee directors their evaluation is done by the Ministry of Railways as per the procedure laid down. The evaluation of independent directors, the board and its committees is done by the board ofthe company.

The induction of officers at below board level is made by way of promotion and/or lateral entry by way of deputation/immediate absorption ofthe officials from Ministry of Railways and other PSUs.

The performance of below Board Level Officials at Group General Manager and Executive Director grades is evaluated on the basis of the achievement of MOU targets as approved by Administrative Ministry and DPE. The performance of Functional Directors is evaluated bythe Administrative Ministry i.e. Ministry of Railways.

CONCOR follows a robust Performance Management System (PMS) in compliance with the DPE instructions for evaluation of performance of its officials in Sr. General Manager and below grade. Format for evaluation comprises broad parameters for assessment of personal traits of the officials such as integrity, communication, cost consciousness, planning and organizing, job knowledge, continuous improvement, people management, collaboration, initiatives etc. and contribution of the official towards financial performance of the organization. The Key Result Areas (KRAs) are proposed by the appriasee and approved by appraiser in the beginning of the year which is subject to mid year review for further modification/improvement, if any. The officials are rated on scale of 1-5 and Bell Curve approach is followed for payment of Performance Related Pay (PRP) as per DPE guidelines/instructions in this regard, suitably modified on the basis of ASCI (Administrative Staff College of India) recommendations for your company.

CONCOR being a Government company the remuneration payable to the its functional directors, including CMD, senior management officials and all other employees is in accordance with the guidelines issued by Department of Public Enterprises (DPE) in pursuance of recommendations of the committee on pay revision. For fixation of remuneration at workmen level, CONCOR adopts collective bargaining method with registered trade union of workmen. For supervisors & officers, pay scales have been designed in a progressive way and all statutory compliances in this regard are being adopted and followed. It is being taken care of that no employee gets stagnated.

The Nomination & Remuneration Committee has taken note of the remuneration policy of the company and the procedure and policy for selection of the Directors, Senior Management and their remuneration.

RELATED PARTY TRANSACTIONS

The related party transactions that were entered into during the year were on an arm's length basis and were in the ordinary course of business. Prior omnibus approval of the Audit & Ethics Committee is obtained on a quarterly basis for the related party transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit & Ethics Committee and the Board of Directors on a quarterly basis. The policy on related party transactions, as approved by the Board is uploaded on the Company's website at http://www.concorindia.co.in/ CONCOR_Policy _MRPT.pdf. Though there are no materially significant related party transactions entered by the company, the particulars as required under section 134(3) of the Companies Act 2013 are as per Annexure-F to this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s RK& Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as Annexure-G to this report.

The Secretarial Auditor as well as the Auditor who has given Corporate Governance Compliance certificate had observed that the company is not having adequate number of independent directors. The remarks of the directors on the same elaborating the steps taken in which requests have been made to Ministry of Railways for filling up the vacancy of four independent directors has been stated in this report elsewhere.

EXTRACT OF ANNUALRETURN

The particulars forming part of the extract of the Annual Return in the form MGT-9 is annexed as Annexure-H.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year your company has made investments and has disbursed loans to its subsidiaries and joint ventures. The particulars of which are as under:

(Rs. in crores)

S.No. Name of Company Loan/Investment Amount

1. M/s Fresh & Healthy Loan disbursed 53.00 Enterprises Ltd.,

Wholly Owned Subsidiary Loan recovered 19.43

Investment made by converting loan into equity 70.00

2. M/s Punjab Logistics Infrastructure Ltd., Equity investment* 64.72 Subsidiary

3. M/s Angul Sukinda Railway Ltd., Joint Venture Equity investment* 156.00

* Investments were made towards subscription of equity shares of Rs.10 each for cash at par.

The above loan disbursed to M/s Fresh & Healthy Enterprises Ltd. is interest bearing having an interest of 9.74% per annum. Your company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

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

Container Corporation of India Ltd. (CONCOR) prohibits any kind of Act of Sexual Harassment at Work Place and included the acts amounting to Sexual Harassment at Workplace in its Conduct Rules and Certified Standing orders (as certified in 1998) and Discipline &Appeal Rules so as to prohibit any such Act. CONCOR constituted an Internal Complaints Committee in the year 2003 to receive and investigate complaints related to "Sexual harassment at workplace" following the guidelines issued by Hon'ble Supreme Court of India in "Visakha Vs. State of Rajasthan". The then committee included Senior Officer with Executive Director as its chairperson.

The company has re-constituted the Internal Complaints Committee consisting of four members at the level of Group General Manager & above including one external female member who is practising advocate on records of Hon'ble Supreme Court of India. Director (Finance) is the Chairperson of the committee. The company has also amended its Conduct rules to widen the scope of acts amounting to sexual harassment as per the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. CONCOR has 154 female employees out of total 1335 employees. The company has created a conducive work environment free from any kind of harassment.

Only one anonymous complaint was received during the year 2014-15 which was found to be false on investigation by the Committee and was therefore closed by the Committee. The outcome of the complaint was also informed to National Commission for Women.

CEO & CFO CERTIFICATION

Certificate from Shri Anil Kumar Gupta, Chairman and Managing Director and Dr. P. Alli Rani, Director (Finance) & CFO, pursuant to provisions of Clause 49 of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 28.05.2015. A copy of the certificate on the financial statements for the financial year ended 31st March, 2015 is annexed along with this Report.

CODE OF CONDUCT

The Code of Conduct has been laid down forthe Board Members and senior management. Acopy of the same is available on the website of the Company.

Based on the affirmation received from Board Members and Senior Management Personnel, it is hereby declared that all the members of the Board and Senior Management Personnel have affirmed compliance of Code of Conduct for the financial year ended on 31.03.2015.

CONCLUSION

Your Directors express their gratitude for continued co-operation, support and guidance in effective management of company's affairs and resources provided by Government of India, in particular the Ministry of Railways, Customs, Ports and above all the customers who have continued to patronize the services provided by your Company.

The Directors also place on record their sincere appreciation for the continued support and goodwill of the esteemed Shareholders, Institutions, State Governments where company operates or is planning to expand its business and all other agencies who have helped your company in delivering excellent performance.

Your Directors acknowledge the constructive suggestions received from Statutory Auditors and Comptroller and Auditor General of India and are grateful fortheir consistent support and help.

Your Directors would like to place on record its deep and sincere appreciation for the hard work, dedication, valuable contribution and unstinted efforts by the company's employees in steering the company to excellent performance and ensuring that it achieves greater milestones and scales the newer pinnacle of success.

For and on behalf of the Board of Directors

Date: 29.07.2015 (Anil Kumar Gupta) Place: New Delhi Chairman & Managing Director


Mar 31, 2014

The Shareholders

The directors are pleased to present their report on the business and operations of your company for the financial year ending March 31, 2014.

FINANCIAL RESULTS

(Rs. in crores)

Particulars 2013-14 2012-13

Income from operations 4984.55 4406.16

Profit before depreciation & tax (PBDT) 1473.58 1384.79

Profit before tax (PBT) 1284.25 1212.08

Provision for tax 294.28 273.04

Profit after tax (PAT) 984.76 940.03

Profit available for appropriations 984.76 940.03

APPROPRIATIONS:

Interim Dividend 136.48 103.99

Proposed Final Dividend 103.34 123.48

Corporate tax on dividend 40.76 37.86

Transfer to general reserves 98.47 94.00

Balance carried to Balance Sheet 605.71 580.70

Earnings per share (Rs. ) 50.51 48.21

DIVIDEND

Keeping in view the company''s Capex requirements, the Board recommends a final dividend of 53% on the paid up share capital of Rs. 194.97 crores. An interim dividend @ 70% has already been paid. The interim dividend payment during the year has been on the increased share capital of the company pursuant to issue of one new bonus equity share of the company for every two equity shares held by the shareholders. The total dividend payment for the year 2013-14 is Rs. 239.82 crores as compared to Rs. 227.47 crores (excluding dividend tax) for the FY 2012-13, which is an increase of 5.43% over previous year.

FINANCIAL HIGHLIGHTS

The operating turnover of your company registered a growth of 13.13% during the year under review, increasing from Rs. 4406.16 crores in the previous year to Rs. 4984.55 crores in the current year. Total expenditure increased by 15.31%, from Rs. 3531.30 crores in 2012-13 to Rs. 4072.02 crores in 2013-14. The profit before tax worked out to Rs. 1284.25 crores, higher by 5.95% over 2012-13. After making provisions for Income Tax, prior period/tax adjustments, the Net Profit available for appropriations stands at Rs. 984.76 crores, which is 4.76% higher than last year. This increase in Profit After Tax (PAT) is due to growth in the operating turnover and better cost management.

OPERATIONAL PERFORMANCE

The throughput of your Company during the year 2013-14 is higher in comparison to the year 2012-13. The segment wise throughput details are as under:

Handling at Terminals 2013-14 2012-13 % age growth (In TEUs)

Exim 23,61,429 21,52,034 9.73

Domestic 5,07,183 4,33,652 16.96

Total 28,68,612 25,85,686 10.94

As can be seen there has been an increase of 10.94% in the throughput and both the business segments of the company have shown good growth in volumes. In terms of tonnage, your company has carried total tonnage of 33.01 million tons in current fiscal as against 30.61 million tons carried in previous fiscal (2012-13) signifying an increase of 7.84 percent.

CAPITAL STRUCTURE

During the year there has been a change in the capital structure of the company and its paid up share capital has increased to Rs. 194.97 crore fromRs. 129.98 crore in the previous year as a result of issue of one new bonus equity share of the company for every two equity shares held by the shareholders. In this year, Government of India has also disinvested a part of its shareholding in the company through CPSE-ETF route. The number of shares disinvested were 25,11,195, which is 1.29% of CONCOR''s paid up share capital. As a result of this disinvestment, Government of India shareholding in the company has now reduced to 61.80% from 63.09% in the previous year and accordingly the balance shares held by public are now 38.20% which was 36.91 % as at the end of previous year.

LISTING AND DEMATERIALIZATION OF SHARES

CONCOR''s shares are listed with the bourses i.e. Mumbai and National Stock Exchanges. The listing fees of both the stock exchanges have been paid.

To facilitate dematerialization of shares by its shareholders, CONCOR has signed agreements with both the Depositories (NSDL & CDSL). As per SEBI guidelines, CONCOR''s shares have been placed under ''Compulsory Demat Mode''. Out of 19,49,74,191 equity shares listed on the Stock Exchange 19,49,68,745 equity shares were in demat mode as on 31.03.2014. The market capitalization of the company wasRs. 18,921 crores as on 31.03.2014 (as per closing price on NSE).

CAPITAL EXPENDITURE

Capital Expenditure of Rs. 765.96 crores approx. were incurred mainly on development/expansion of terminals, acquisition of wagons, handling equipments and IT Infrastructure, etc.

TERMINAL NETWORK EXPANSION

- During the year the company has further strengthened its existing terminal network to provide efficient services to its customers. The company has, as on 31.03.2014, total 63 terminals, of which 13 are Exim terminals, 35 are combined container terminals & 15 are domestic terminals.

- The terminals at Kathuwas & Durgapur were notified as Private Freight Terminals (PFT).

- Your Company has put approx. Rs. 165 Crores on infrastructure augmentation activities for existing and new terminals.

HIGH SPEED WAGONS, CONTAINERS AND HANDLING EQUIPMENTS

In order to continue to strengthen and improve the service level, during the year under review 225 numbers of BLC, 120 numbers of BLL high speed wagons and 1 number of BVZI brake van wagons were added to the existing fleet of CONCOR owned wagons, increasing the holding of high speed wagons to 10,754 numbers. Therefore, total wagon (BLC BLL BFKN BVZI) holding has gone upto 12,111 as on 31.03.2014.

During the year, CONCOR has also commissioned three new RTG cranes. As on 31.03.2014 your company has 20,984 (owned plus leased) containers and it also owns 53 Reach Stackers and 17 Gantry cranes.

INFORMATION TECHNOLOGY

Your company continued to make progress in the field of information technology. The VSAT based network has been extended and now it covers 71 locations. The Terminal Management System for Domestic (DTMS), for EXIM (ETMS), ERP for Oracle Financial, HR Payroll were implemented for the expanded network of terminals and a Data Warehouse Module for commercial applications on centralized architecture is running smoothly across field locations/Regional offices and Corporate office.

The web enabled customer interface through a dedicated web server is running successfully providing facilities to the customers. The customer feedback facility system as implemented on the website enables us to constantly evaluate our performance and take corrective action on Customer complaints and feedback.

Public Grievance Lodging and Monitoring System has been deployed on CONCOR''s website for grievance redressal system. This system has been developed in line with the O.M dated 18.02.2013 of Department of Administrative Reforms & Public Grievances. The objective of the system is to reduce time in addressing grievances, to increase transparency and round-the- clock access for lodging and monitoring grievances.

The facility for electronic-filing of documents on the commercial system initially provided at ICD/Tughlakabad has now been extended to all EXIM terminals which enable the customers to file their documents electronically from their own offices. As part of business continuity plan, CONCOR has established backup site and standby system at primary site for its commercial business critical applications. CONCOR has been re-certified for ISO/IEC-27001:2005 from STQC IT Certification Services (Ministry of Communication & Information Technology) for establishing an Information Security Management System (ISMS).

As an extension of existing HRMS, employee portal has been introduced. This system facilitates employees to access information regarding salary/ reimbursements, leave balances, PF statement, view their APR online, online submission of annual property return, etc. and an employee has the option of viewing of the information on screen.

The e-tender system with e-payment facility for sale and EMD has been implemented. MSE exemptions have also been introduced. Recruitment on CONCORs website is integrated with online payment gateway for collection of fees.

E-Samarth application for Online Vigilance Clearances to handle bulk NOC request creation and approval and workflow driven system has been implemented. This has increased transparency and drastically reduced the total time of according NOC for various purposes.

STANDARDISATION/ CERTIFICATIONS

- Certificate of registration of ''Quality Management System'' as per ISO 9001:2008 Standards was obtained from M/s. BSCIC Certification Pvt. Ltd., which is valid upto 22.03.2016.

- As on 31.03.2014, 49 terminals, 8 Regional offices and Corporate office are ISO 9001:2008 certified.

- During the period under review, your company has further strengthened its quality internal audit team by imparting training to its officials at Corporate office and its officials at Northern, North Central, Western, Eastern, and Southern Regions by M/s. Allied Boston Consultants India Private Limited.

JOINT VENTURES/ STRATEGIC ALLIANCES

Your company continues to place emphasis on providing total logistics and transport solutions to its customers by exploring the possibilities of expanding the presence of the company in all segments of logistics value chain in EXIM as well as Domestic segments. Strategic alliances are being firmed up, both for optimal utilization of infrastructure as well as expansion into other segments of the value chain.

For the development of an ICD and for facilitating logistics in the state of Uttarakhand, your company had earlier entered into a Joint Venture with M/s. State Infrastructure and Industrial Development Corporation of Uttarakhand Limited (SIIDCUL). The Joint Venture Company (JVC) with shareholding of 74% and 26% of CONCOR and SIIDCUL respectively named M/s. SIDCUL CONCOR INFRA Company Limited (SCICL) was incorporated last year and during the year it has commenced development of a Logistics Park at Pantnagar, District Udham Singh Nagar, Uttrakhand.

Last year a Joint Venture Agreement (JVA) was signed by your company with M/s. Punjab State Container and Warehousing Corporation (CONWARE). Pursuant to terms of JVA, during the year, a Joint Venture Company (JVC) namely M/s. Punjab Logistics Infrastructure Limited (PLIL) with 51% and 49% shareholding of CONCOR and CONWARE respectively has been incorporated for development of multimodal logistics Park near Kila Raipur on feeder route of western DFC over 150 acres of land. The land acquisition process for this project is in progress. PLIL was incorporated in December 2013 only and the appointment of auditor by C&AG is yet to be done. Therefore, their audited Financial Statements will be available after the same are audited by C&AG appointed auditor. The un-audited Financial Statements of PLIL duly certified by a Chartered Accountant have been considered for the purpose of preparation of consolidated financial statements of CONCOR.

The above two companies i.e. SCICL & PLIL are also subsidiaries of your company as it is holding majority of shares in those companies.

WHOLLY OWNED SUBSIDIARIES

Your company has two wholly owned subsidiaries. One such subsidiary is M/s. Fresh and Healthy Enterprises Limited (FHEL). It was incorporated in the year 2006 to create world class cold storage infrastructure in the country, to provide complete cold chain logistics solutions to the various stakeholders in this field.

CONCOR was awarded the concession to construct, develop, operate and manage a new Domestic Cargo Terminal [Santacruz Air Cargo Terminal (SACT)] at Chahatrapati Shivaji International Airport (CSIA), Mumbai on Build, Own, Operate and Transfer (BOOT) basis by Mumbai International Airport Ltd. (MIAL). As a condition precedent for this concession, in the fiscal 2012-13, your company incorporated another wholly owned subsidiary M/s. CONCOR Air Ltd., which has executed an agreement with MIAL for this purpose . The period of said agreement is upto 30.09.2024 and SACT is expected to be completed by March 2015. Till the time SACT is commissioned, CONCOR Air Ltd. is managing MIAL''s existing facility at Marol, Mumbai at which it has started its commercial operations and has been earning profits. The company has also taken over MIAL''s international cargo operations at air cargo complex, Sahar, Mumbai w.e.f. 18.02.2014.

The Balance Sheet, Profit & Loss Account, Directors'' report and Auditors'' report of above four subsidiaries of CONCOR will be available on the website of the company (www.concorindia.com) and will also be available for inspection by any member of the company at the registered office of CONCOR and the respective subsidiaries. Further, your company will make available the accounts of FHEL, CONCOR Air Ltd., SCICL and PLIL upon request by any shareholder of holding and subsidiary companies. The consolidated financial statements of CONCOR have been prepared after duly incorporating the accounts of FHEL, CONCOR Air Ltd., SCICL and PLIL. A summary of key financials of all these subsidiaries of CONCOR are given in the Notes of the consolidated financial statements. The Financial Statements of PLIL will be made available after completion of their audit by the C&AG appointed auditors.

HUMAN RESOURCE MANAGEMENT

Human resource is the most vital factor to achieve the goals of an organisation. Amongst the four M''s man, machine, money and material, man is the stimulating force in planning, organizing, developing, controlling the other three factors and is most important in the achievement of organizational goals and objectives. Being a progressive organization CONCOR firmly believes in the strength of its most vital asset i.e. Human Resources. CONCOR has adopted a three pronged HR strategy for utilization and development of human resources:

(i) Deployment of the right man at the right job equipped with adequate skills, qualification and attributes for discharging the role assigned to him.

(ii) Preparing him for future roles in the organization through sustained efforts in training and overall development of the individual.

(iii) Creating an enabling organizational culture for convergence of individual goals with the goals of the organization and paving the way for employees'' satisfaction.

CONCOR has adopted the measures of employee empowerment, growth and development by realizing their potential, encouraging innovative ideas and fair distribution of awards & rewards thereby enhancing business growth through HR. Skill development was given special attention through in-house and external training programmes. Policies related to employees were revisited and re-engineered to meet the changing requirement and achieve excellent work environment. CONCOR retained its existing talent and attracted new talent with the attrition rate being very low.

Apart from access to all personal information and details on new & revised policies through employee portal, company has introduced online grievance redressal system accessible to all employees and business partners/stake holders. In addition to this, company has a Suggestion scheme wherein all the employees have opportunity to suggest new innovative ideas for improvement in working of the corporation and feel themselves as a part in managing the affairs of the Corporation. The accepted/adopted suggestions are duly rewarded.

The company has participated in many awards and its HR philosophy has been accepted to be among the best in the said awards. Company maintained its excellence in HR parameters in MOU.

INDUSTRIAL RELATIONS

The Industrial Peace and Harmony being the key towards success, the Industrial Relations are given focus and a sense of partnership is created by using the tools of collective bargaining and negotiation with the workers representative. Apart from the structured meetings with workers representatives they have the access to have informal meetings with HR/Management to discuss the issues related to employees. CONCOR maintained Industrial Peace & Harmony and no man days were lost during the FY. Not even any demonstration took place which could affect the work or working environment in the company.

RESERVATION POLICY

Government guidelines regarding reservation for SCs, STs, OBCs, ESM & Persons with Disabilities (PwDs) are followed in CONCOR. The representation of such categories against the total strength of 1325 as on 31.03.2014 is as under:

Category No. of Employees

Schedule Caste 200

Schedule Tribe 71

Other Backward Classes 299

Persons with Disabilities (PwDs) 23

Ex-serviceman 14

Further, the details of reserve category candidates who have been recruited/ appointed during the year 2013-14 are as under:

Category No. of Employees

Schedule Caste 28

Schedule Tribe 22

Other Backward Classes 51

Persons with Disabilities (PwDs) 23

Ex-serviceman 01

SPECIAL ACHIEVEMENTS

Your company continued to excel in fields of its activities and was a proud recipient of the following awards in the year:

- CONCOR received the prestigious SCOPE Meritorious Award for Corporate Social Responsibility & Responsiveness for the year 2011-12. The award was received by CMD/CONCOR on 26.04.2013 from Honourable President of India Shri Pranab Mukherjee.

- CONCOR has received the prestigious Dun & Bradstreet - Corporate Awards-2013 for being the Top Indian Company under the "Transport & Logistics Sector". This award was received by the CMD/CONCOR on 28.05.2013.

- CONCOR was awarded fourth consecutive "Inland Container Depot Operator of the year" award at the ALL-India Maritime and Logistics Award (MALA) function held at Mumbai on 06.09.2013.

- CONCOR was the proud recipient of the SKOCH Renaissance Award 2013 under category of ''Services'' on 12.11.2013 from Hon''ble, Union Minister of Finance, Shri. P Chidambaram.

- CONCOR received the Dainik Bhaskar "India Pride Awards- 2013-2014" for creating excellence in Transport Sector on 19.12.2013 from Dr. M.M Pallam Raju, Hon''ble Cabinet Minister of Human Resource Development, Government of India.

- 5mDalal Street Journal''s DSIJ Award 2013 for being the most efficient Miniratna by Mr. TK.A Nair, Advisor to PM on 02.04.2014.

RESEARCH & DEVELOPMENT (R&D)

In terms of MOU target for 2013-14 signed between CONCOR & Ministry of Railways, your company has achieved the "Excellent" target by implementing well before the scheduled date(s) the following parameters under R&D:

(i) Study for assessing Potential for movement of High rated commodities in containers in Domestic Stream including design of special purpose containers.

(ii) Study for assessing Potential for carrying RO-RO traffic and automobiles by rail for exploiting full potential of DFCs.

(iii) Comprehensive study for assessment of demand of services, post introduction of policies like GST and FDI in retail and the services which CONCOR should gear up to provide.

(iv) Investment of surpluses in new improved financial instruments - Mutual funds.

SUSTAINABLE DEVELOPMENT

In terms of MOU target signed between CONCOR & Ministry of Railways, your company has implemented successfully by March, 2014 the following targets under Sustainable Development resulting in an "Excellent" rating:

(i ) Completion of Energy Audit in ICD, Tughlakabad (New Delhi)

(ii) Construction of rain water harvesting wells at 15 locations

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, there were no foreign exchange earnings. The details of foreign exchange outgo are as under:-

(Rs.in lakh)

Foreign exchange outgo 51.13

Import on CIF basis

a) Stores & Spares 38.89

b) Capital Goods 10001.04

PRESIDENTIAL DIRECTIVES

No Presidential Directives were received from the Government during the financial year 2013-14.

RAJBHASHA

There has been considerable progress in the use of Official Language Hindi in Official work of CONCOR. The provisions of Section 3(3) of the Official Languages Act have been fully complied with and letters received in Hindi were also replied in Hindi. All efforts were made to correspond with offices situated in ''A'', ''B'' and ''C'' regions in Hindi as per targets set by the Department of Official Language.

Quarterly meetings of Official Language Implementation Committee were held regularly under the chairmanship of Chairman and Managing Director to review the progress made in promoting use of Hindi in CONCOR and the decisions taken therein were complied with. All the regional offices were inspected to oversee the progress of Hindi in these offices.

Hindi Pakhwara was organized from 2nd to 16th September 2013 in which various competitions like Translation, General Awareness, Rail Yatra Vritant etc. were held. About 76 officials took part in these competitions. A Kavi Sammelan was also organized during Pakhwara in which poets of repute took part. Chairman and Managing Director gave cash awards and certificates to all the award winning officers and staff in a function organized on the occasion of closing ceremony organized of Hindi Pakhwara. 62 employees were given cash awards for doing their official work in Hindi under ''CONCOR Rajbhasha Puraskar Yojna'' for the year 2012-2013. Two officials were awarded with Late Dr. Shankar Dayal Singh Smriti Puruskar – 2012 for their significant contributions towards promoting Hindi in official work. Company organized a ''Rail Yaatra Vritant'' competition for PSU''s under the aegis of Town Official Language Implementation Committee Delhi in November 2013 in which 26 officials from various PSU''s participated.

To assess the progress made in the use of Official Language in the company, Research officer of Northern Region from Govt. of India implementation office -1 (Delhi) inspected Corporate office on 10.02.2014.

Hindi Books of reputed authors have been procured for the benefit of employees. The Number of books in the Library has increased to 1411. Leading Newspapers as well as monthly and fortnightly magazines continue to be subscribed. To promote original writing in Hindi, ''Madhubhashika'' a literary magazine continues to be published quarterly and the same is uploaded on its website for people in general.

CONCOR''s website is bilingual and all the computers have facility to work bilingually.

VIGILANCE

During the year 2013-14, the main thrust of the vigilance division was to study the systems and make such improvements therein that unintentional errors do not take place. To achieve this objective, major emphasis was given on carrying out studies of various systems, preventive and pro-active vigilance campaign and making the system transparent and efficient. The vigilance department directed its efforts towards disseminating awareness at all levels in the organization. In this context, interaction was held at all levels of functionaries of the company, covering issues of transparency, accountability and integrity.

Thirteen Preventive / Surprise Checks and 4 CTE type Checks at various Regional offices/Inland Container Depots/ Container Freight Stations had been conducted. In addition, 05 cases were registered/ investigated on the basis of complaints and other information.

A sum of Rs. 1.06 crores was recovered from various contractors/customers during the financial year. In addition, 11 improvements in systems and procedures were recommended to various functional divisions on the basis of experience gained through preventive checks and other investigations. The system improvements have been adopted and implemented, which are aimed at improved physical and financial performance in various terminals.

Suitable penal action was taken against erring officials and contractors.

The modified version of online vigilance clearance system ''e-samarth'' was also launched covering new features such as linking of D&AR status and dynamic role changing of vigilance officers.

The Vigilance Awareness Week was observed in Corporate Office as well as in Regional Offices & Terminals by undertaking various activities. Nine training programmes/ workshops were organized in different regions in order to create awareness about various aspects of vigilance.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC.

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the company at this stage.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31.03.2014 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 judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(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 accounts for the financial year ended 31.03.2014 on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis forms a part of this report at Annexure- A.

CORPORATE GOVERNANCE & GREEN INITIATIVE

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos.17/2011 and 18/2011, dated 21.04.2011 and 29.04.2011 respectively, has allowed companies to send official notices/documents to their shareholders electronically. As a responsible corporate citizen, your Company has actively supported the implementation of ''Green Initiative'' circulars issued by MCA. Electronic delivery of notice of Annual General Meeting (AGM) and Annual Report for the years ended 31.03.2012 and 31.03.2013 to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and downloaded from the depositories i.e. NSDL/CDSL and who have not opted for receiving Annual Report in physical form, has been carried out. Similarly now under the provisions contained in the Companies Act 2013, the delivery of notices and documents may be done through electronic mode. Accordingly, the Company proposes to send all documents to the shareholders viz. Notice, Audited Financial Statements, Directors'' and Auditors'' Report etc. henceforth in electronic form to their registered e-mail addresses.

Your Company believes in the principle that good Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. In accordance with clause 49 of the Listing Agreement with the Stock Exchanges and DPE guidelines on Corporate Governance, a report on Corporate Governance forms part of this Report at Annexure-B.

A Practicing Company Secretary has examined and certified your Company''s compliance with respect to conditions enumerated in clause 49 of the Listing Agreement and DPE guidelines on Corporate Governance. The certificate forms part of this Report at Annexure- C.

BUSINESS RESPONSIBILITY REPORT

For describing the initiatives taken by the companies from Environmental, Social and Governance perspective, SEBI has vide its Circular CIR/CFD/DIL/8/2012 dated 13.08.2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report (BRR) as part of the Annual Report. The Stock Exchanges have accordingly amended the listing agreement incorporating therein the provisions for giving BRR by the companies as part of their annual report. The BRR provides a disclosure framework based on NVGs which maps the company''s performance on the nine Principles and Core elements. Accordingly, in compliance to the said circular & provisions of listing agreement the Business Responsibility Report (BRR) is contained in a separate section in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

CONCOR has been working towards sustainable development of all its stakeholders by undertaking various welfare activities under its CSR initiatives. As per new guidelines on Corporate Social Responsibility and Sustainability for Central Public Enterprises, CONCOR has two Tier CSR & S Committee system for implementing it''s CSR activities. The Tier-I committee is headed by Chairman & Managing Director and two other directors, including one Independent Director as it''s members. The Tier-II committee is headed by ED(MIS & CSR) including two other senior officers & assisted by Sr. Manager (OL & CSR).

The Board level Tier–I committee meets quarterly to scrutinize & approve various CSR proposals after initial scrutiny by Tier-II Committee & the same is also placed before CONCOR''s Board for it''s ratification & approval. Tier-I Committee is overall responsible for overseeing the implementation of various CSR projects and w.e.f. 1st April 2014 the company has amended, it''s previous CSR & Sustainability (CSR & S) policy to bring it in line with guidelines issued by DPE in this regard.

Under CONCOR''s CSR & S policy various thrust areas have been identified which includes health & medical care, education/literacy enhancement, community development & rehabilitation measures, environment protection, conservation of natural resources, natural calamities and infrastructure development.

CONCOR has executed its major projects in the area of education & environment sustainability. Some of it''s CSR initiatives are as under:

- Projects of infrastructure development in the state of Uttrakhand by way of providing assistance in constructing Govt. Polytechnic at Pantnagar as well as repair & strengthening infrastructure of ITI, Srinagar, Pauri Garhwal for the inclusive growth of society as per DPE guidelines issued in this regard. In this project infrastructural support have been provided to the damaged polytechnic and ITI buildings which provide majority of technical training to the students of this area leading to employment.

- Support towards constructing classrooms at GANJAM district in the state of Odisha which witnessed havoc of cyclone ''Phailin'' for the benefit of school children. The construction work of two cyclone shelters in Balasore district by Odisha State Disaster Management Authority (OSDMA) nearing completion. Once completed the same will also act as schools during the time of need.

- For it''s commitment towards conservation of environment it has taken up projects for rainwater harvesting, solar energy etc. in association with The Energy & Resource Institute (TERI) in the states of Uttrakhand & Himachal Pradesh. In Himachal Pradesh, Apple growing farmers have been provided various equipments as well as technical training that will help them in increasing their apple yields in the district of Shimla & Kullu. Nearly three thousand people will benefit from this activity.

- In order to improve the lives of villagers of un electrified villages of Jodhpur district, company has undertaken a project to provide solar lights to 1400 families in association with Central Electronics Limited, a Central PSU of Government of India.

- Realizing the importance of providing education to girl child in society, it has provided infrastructural support to a girl inter Collage in Gautambudh Nagar, U.P by way of constructing rooms, toilet blocks, providing computers etc. which will help girl to continue their study.

- CONCOR is also well aware with it''s responsibility of bringing the marginalised, weaker section of society into the main stream. In this direction, it has taken up a CSR projects for the dependants of Safai Kramcharis by sponsoring their skill development training with the help of National Safai Kramchairis Finance Development Corporation(NSKFDC) wherein 240 such dependents would undergo skill development training and their placement will also be ensured.

- Company has been proactive towards providing better health to its'' stakeholders & people residing near it''s operational area. For this purpose, it has organized health camps at it''s major terminals through which nearly 7100 Stakeholders have been benefited. These activities have been carried out with the association of reputed organizations in the field. Near & Distance vision spectacles have also been distributed free of cost to beneficiaries in each camp.

- Contribution towards CM Relief fund of Uttrakhand & Odisha as it''s social responsibility in the time of natural calamity in these states.

- Assistance to violence affected children in persuing their studies in the districts of DODA, RAMBAN & POONCH in the state of Jammu & Kashmir in which 650 such children studying upto class XIIth have been provided assistance to enable them to continue their studies.

The Company has also taken effective steps towards generating awareness for CSR activities among its officers/staff. CSR guidelines and CSR policy of the company have been effectively communicated to its officers and staff in Region/Units. Training has been also imparted to Company officials to familiarize them with CSR policy initiatives taken by the Company.

In F.Y. 2013-14 CONCOR committed for disbursement an amount of Rs. 10.38 crore towards it''s CSR & S activities against a target of Rs. 10 crore in the MOU signed with Ministry of Railways.

CONCOR is committed to implement the CSR policy in letter & spirit by taking up various welfare projects for it''s stakeholders as well as weaker section of the society to enable it to grow and prosper together.

PARTICULARS OF EMPLOYEES

The information required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Company (Particulars of Employees) Rules, 2011 is NIL, as no employee has drawn remuneration in excess of amount specified in said Rules.

AUDITORS

Being a Government Company, the Comptroller & Auditor General of India had appointed M/s. Kumar Vijay Gupta & Co., Chartered Accountants as Company''s Statutory Auditors for the financial year 2013-14. The Statutory Auditor of the company is being paid an audit fee of Rs. 3,00,000/-. The Statutory Auditors have audited the Annual Financial Statements of the Company for the financial year ended 31.03.2014.

The comments of the Comptroller and Auditor General (C&AG) of India, through letter dated 2nd July, 2014 on the Audited Financial Statements of your Company for the financial year ended 31.03.2014 under Section 619 (4) of the Companies Act, 1956 have been received. The Comments of C&AG for the financial year 2013-14 along with the Statutory Auditors Report of your company have been placed elsewhere in this Annual Report.

COMPANIES ACT 2013 PROVISIONS

In terms of provisions of Ministry of Corporate Affairs, General Circular no. 08/2014 issued vide No. 1/19/2013-CL-V, dated 04.04.2014 clarification has been provided on the issue of applicability of provisions of new Companies Act 2013 for maintenance of books of account, preparation, adoption & filing of financial statements (and documents required to be attached thereto), Auditors reports and the Board of Directors report (Board''s report). In the said circular, it has been clarified that the financial statements (and documents required to be attached thereto), auditors'' report and Board report in respect of financial years that commenced earlier than 01.04.2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956 and that in respect of financial years commencing on or after 01.04.2014, the provisions of the Companies Act 2013 shall apply. Accordingly, the report for the year 2013-14 has been prepared in accordance with the provisions of Companies Act 1956.

BOARD OF DIRECTORS

During the financial year 2013-14, seven meetings of the Board of Directors were held for transacting the businesses of the Company. During the year and upto the date of this report, the directorship in the company are under:

- Shri Anil Kumar Gupta, Chairman and Managing Director [DIN: 00066328]

- Shri Harpreet Singh, Director (Projects & Services) [DIN: 00659703]

- Shri Yash Vardhan, Director (Intl. Mktg. & Ops.) [DIN: 01842119]

- Smt. P. Alli Rani, Director (Finance) [DIN: 02305257]

- Shri Arvind Bhatnagar, Director (Domestic Division) (w.e.f. 09.09.2013) [DIN: 03564703]

- Shri Manoj K. Akhouri, Director [DIN: 02293829]

- Shri Kundan Sinha, Director (w.e.f. 08.07.2013 upto 21.10.2013) [DIN: 06641799]

- Lt. Gen.(Retd.) Arvind Mahajan, Director (upto 12.05.2014) [DIN: 02410540]

- Dr. (Professor) A.K. Bandyopadhyay, Director (upto 12.05.2014) [DIN: 03184953]

- Dr. (Professor) Kausik Gupta, Director (upto 12.05.2014) [DIN: 03557162]

- Shri Sudhir Mathur, Director [DIN: 00168155]

- Shri Pradeep Bhatnagar, Director [DIN: 00196664]

- Shri Deepak Gupta, Director [DIN: 05333960]

- Shri M.P. Shorawala, Director [DIN: 02754082]

Ministry of Railways has already been requested for appointment of new Independent Directors in place the Directors whose tenure has ended on 12.05.2014 above.

RETIREMENT OF DIRECTORS BY ROTATION

Earlier at the time of appointment of Independent Directors, it was stated that they will be liable to retire by rotation. However, as per the Companies Act 2013 the provisions in respect of retirement of Directors by rotation will not be applicable to Independent Directors. In view of this, no Independent Director are considered to be retiring by rotation but all other directors will be retiring by rotation. Accordingly, one third among all other Directors namely Shri Harpreet Singh, Director (Project & Services) and Shri Yash Vardhan, Director (Intl. Mktg. & Ops.) are liable to retire by rotation and being eligible, offer themselves for reappointment.

CODE OF CONDUCT

The Code of Conduct has been laid down for the Board Members and senior management. A copy of the same is available on the website of the Company.

Based on the affirmation received from Board Members and Senior Management Personnel, it is hereby declared that all the members of the Board and Senior Management Personnel have affirmed compliance of Code of Conduct for the financial year ended on 31.03.2014.

CONCLUSION

Your Directors express their gratitude for continued co-operation, support and guidance in effective management of company''s affairs and resources provided by Government of India, in particular the Ministry of Railways, Customs, Ports, and above all the customers who have continued to patronize the services provided by your Company.

The Directors also place on record their sincere appreciation for the continued support and goodwill of the esteemed Shareholders, Institutions, State Governments where company operates or is planning to expand its business and all other agencies who have helped your company in delivering excellent performance.

Your Directors acknowledge the constructive suggestions received from Statutory Auditors and Comptroller and Auditor General of India and are grateful for their consistent support and help.

Your Directors would like to place on record its deep and sincere appreciation for the hard work, dedication, valuable contribution and unstinted efforts by the company''s employees in steering the company to excellent performance and ensuring that it achieves greater milestones and scales the newer pinnacle of success.

For and on behalf of the Board of Directors

Dated: 24th July, 2014 (Anil Kumar Gupta)

Place : New Delhi Chairman & Managing Director


Mar 31, 2013

To, The Shareholders

The directors are pleased to present their report on the business and operations of your company for the financial year ending March 31, 2013.

FINANCIAL RESULTS (Rs.in Crore)

Particulars 2012-13 2011-12

Income from operations 4406.16 4060.95

Profit before depreciation & tax (PBDT) 1384.79 1340.14

Profit before tax (PBT) 1212.08 1181.65

Provision for tax 273.04 251.61

Profit after tax (PAT) 940.03 877.88

Profit available for appropriations 940.03 877.88

APPROPRIATIONS:

Interim Dividend 103.99 97.49

Proposed Final Dividend 123.48 116.98

Corporate tax on dividend 37.86 34.79

Transfer to general reserves 94.00 87.79

Balance carried to Balance Sheet 580.70 540.83

Earnings per share (Rs.) 72.32 67.54

DIVIDEND

Keeping in view the company''s Capex requirements, the Board recommends a final dividend of 95% on the paid up share capital of Rs.129.98 crores. An interim dividend @ 80% has already been paid. The total dividend payment for the year 2012-13 is Rs.227.47 crores as compared to Rs.214.47 crores (excluding dividend tax) for the FY 2011-12.

The Directors have, subject to requisite approval(s), recommended a bonus issue of equity shares in the ratio of 1(One) new equity share of the company of Rs. 10/- each for every 2 (Two) existing equity shares of Rs.10/- each held by the shareholder of the Company as on Record Date/Book closure to be fixed separately in this behalf. Necessary resolutions for obtaining the approval of shareholders have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

FINANCIAL HIGHLIGHTS

The operating turnover of your company registered a growth of 8.50% during the year under review, increasing from Rs.4060.95 crores in the previous year to Rs.4406.16 crores in the current year. Total expenditure increased by 10.50%, from Rs.3195.84 crores in 2011-12 to Rs.3531.30 crores in 2012-13. The profit before tax worked out to Rs.1212.08crores, higher by 2.58% over 2011-12. After making provisions for Income Tax, prior period/tax adjustments, the Net Profit available for appropriations stands at Rs.940.03 crores, which is 7.08% higher than last year. This increase in Profit After Tax (PAT) is due to growth in the operating turnover, coupled with strict control on expenditure and the fact that company had to make a provision for prior period taxes of Rs.52.16 crores during FY 2011-12.

OPERATIONAL PERFORMANCE

The throughput of your Company during the year 2012-13 is marginally lower than it was during the year 2011-12. The segment wise throughput details are as under:

Handling at 2012-13 2011-12 % age growth Terminals (In TEUs)

Exim 21,52,034 21,36,000 0.75

Domestic 4,33,652 4,68,311 (7.40)

Total 25,85,686 2,604,311 (0.72)

As can be seen there has been marginal decline in the throughput which is mainly on account of downfall in the volume handled in the domestic segment. However, in terms of tonnage, your company has carried total tonnage of 30.62 Million Tons in last fiscal as against 28.29 Million Tons carried in previous fiscal (2011-12) signifying an increase of 8.24 percent.

CAPITAL STRUCTURE

There is no change in the capital structure, with the Government of India continuing to hold 63.09% of the shares, the balance 36.91% being held by the public.

LISTING AND DEMATERIALIZATION OF SHARES

CONCOR''s shares are listed with the bourses i.e. Mumbai and National Stock Exchanges. The listing fees of both the stock exchanges have been paid.

To facilitate dematerialization of shares by its shareholders, CONCOR has signed agreements with both the Depositories (NSDL & CDSL). As per SEBI guidelines, CONCOR''s shares have been placed under ''Compulsory Demat Mode''. Out of 4,79,82,992 shares listed on the Stock Exchange 4,79,80,845 shares were in Demat mode as on 31st March, 2013. The market capitalization of the company was Rs. 13,394 crores as on 31st March, 2013 (as per closing price on NSE).

CAPITAL EXPENDITURE

Capital Expenditure of Rs.550.57 crores approx. was incurred mainly on development/expansion of terminals, acquisition of wagons, handling equipments and IT Infrastructure, etc.

TERMINAL NETWORK EXPANSION

- During the year the company has further strengthened its existing Terminal Network to provide efficient services to its customers. The Company has as on 31.03.2013 total 62 Terminals, of which 13 are pure Exim Terminals, 35 are Combined Container Terminals & 14 are pure Domestic Terminals.

- Expansion & other related works costing Rs. 19.66 crores were sanctioned for terminals at Majerhat, Kanpur, Haldia , Sanathnagar and Panipat .

HIGH SPEED WAGONS, CONTAINERS AND HANDLING EQUIPMENTS

During the year under review 315 numbers of BLC, 440 numbers of BLL high speed wagons and 27 numbers of BVZI brake van wagons were added to the existing fleet of CONCOR owned wagons, increasing the holding of High Speed Wagons to 10,413 numbers. Total wagons (BLC BLL BFKN BVZI) holding has gone upto 11,770 numbers as on 31.03.2013.

During the year in order to continue its stronghold and improve the service level, CONCOR procured 3000 new (20'') Hi cube domestic containers . As on 31st March, 2013 your company has 18,680 (owned plus leased) containers and it also owns 53 Reach Stackers and 14 Gantry Cranes.

INFORMATION TECHNOLOGY

Your Company continued to make progress in the field of Information Technology. The VSAT based network has been extended and now it covers 71 locations. The Terminal Management System for Domestic (DTMS), for EXIM (ETMS), ERP for Oracle Financial, HR Payroll was implemented for the expanded network of terminals and a Data Warehouse Module for commercial applications on centralized architecture is running smoothly across field locations/Regional Offices and Corporate Office.

The Web enabled Customer interface through a dedicated Web Server is running successfully providing facilities to the customers. The Customer feedback facility system as implemented on the website enables us to constantly evaluate our performance and take corrective action on Customer complaints and feedback.

The Electronic-filing of documents on the Commercial System initially provided at ICD/Tughlakabad have now been extended to all EXIM terminals which enable the customers to file their documents electronically from their own offices. As part of Business Continuity plan, CONCOR has established Backup Site for commercial applications. CONCOR has been re-certified ISO/IEC-27001:2005 certification from STQC IT Certification Services (Ministry of Communication & Information Technology) for establishing an Information Security Management System (ISMS).

As an extension of existing HRMS, employee portal has been introduced. This system facilitates employees to access information regarding Salary/ reimbursements, leave balances, PF statements etc. and the employee has option of viewing of the information on the screen and also the printout of the same can also be taken for the record.

The e-tender system with e-payment facility for sale and EMD electronically has also been introduced.

CONCOR has been awarded with ''IT Innovation & Excellence Award 2012'' by ''Knowledge Resource Development & Welfare Group (KRDWG)'' on 28th December 2012 for the category ''Excellence in Application of MIS in Industry''. The award was given based on the selections for different categories for IT Innovation & Excellence among the nominations from all across India and six other countries.

STANDARDISATION/ CERTIFICATIONS

- Certificate of Registration of ''Quality Management System'' as per ISO 9001:2008 Standards was obtained from BSCIC Certification Pvt. Ltd., which is valid for the period 23.03.2013 to 22.03.2016.

- As on 31.03.2013, 49 Terminals, 8 Regional offices and Corporate Office are ISO 9001:2008 Certified and 13 Terminals are in pipeline for Fresh Certification.

JOINT VENTURES/ STRATEGIC ALLIANCES

Your company continued to place emphasis on providing total logistics and transport solutions to its customers by exploring the possibilities of expanding the presence of the company in all segments of Logistics value chain in the EXIM as well as Domestic segments. Strategic alliances are being firmed up, both for optimal utilization of infrastructure as well as expansion into other segments of the value chain.

During the year your company entered into a Joint Venture with State Infrastructure and Industrial Development Corporation of Uttarakhand Limited (SIIDCUL) for development of Logistics facilities in the state of Uttarakhand. The Joint Venture Company (JVC) with shareholding of 74% and 26% of CONCOR and SIIDCUL respectively named M/s. SIDCUL CONCOR INFRA Company Limited was incorporated on 21st March, 2013 and has already commenced development of a Logistics Park at Pantnagar at Udham Singh Nagar District of the state. With shareholding of more than 51% in this JVC, it is a subsidiary of CONCOR. The first financial year of the company will be ending on 31.03.2014.

Another Joint Venture Agreement has been signed by your company with Punjab State Container and Warehousing Corporation (CONWARE) on 13th March 2013. This 51:49 Joint venture with majority shareholding of CONCOR will be creating Logistics facilities in the state of Punjab.

WHOLLY OWNED SUBSIDIARIES

Till previous year your company had a wholly owned subsidiary M/s. Fresh and Healthy Enterprises Limited (FHEL). It was incorporated in the year 2006 to create world class cold storage infrastructure in the country, to provide complete cold chain logistics solutions to the various stakeholders in this area. In the fiscal 2012-13, your company has incorporated on 24.07.2012 another wholly owned subsidiary M/s. CONCOR Air Limited. This company will undertake the design, development and operations of the air cargo terminal at Santa Cruz airport in Mumbai.

The Balance Sheet, Profit & Loss Account, Directors'' report and Auditors'' report of above subsidiaries are available on the website of the company (www.concorindia.com) and will also be available for inspection by any member of the company at the registered office of CONCOR and the respective subsidiaries. Further, your company will make available the accounts of FHEL & CONCOR Air Ltd. upon request by any shareholder of holding and subsidiary companies. The consolidated financial statements of CONCOR have been prepared after duly incorporating the accounts of FHEL & CONCOR Air Ltd. A summary of key financials of FHEL & CoNcOR Air Ltd. are given in the Notes to Accounts of the consolidated financial statements.

HUMAN RESOURCE MANAGEMENT

Human Resources are considered as key assets of CONCOR. The main focus of the HR philosophy is to align with the business of the organization and become a strategic Business partner. CONCOR strive towards employee empowerment, growth and development of individuals by realizing their potential, encouraging innovative ideas and fair distribution of rewards thereby building Business Capability through HR. The following successful measures were taken during the financial year to attract, retain and manage talent in CONCOR:

(i) Skill Development of the employees was given special attention through in-house and external training programmes. To address the learning and organization development needs, various training programmes were organized by Company''s Training Division. These included in-house developed modules as well as modules developed and imparted with the assistance of various outside HR specialists.

(ii) CONCOR revised and rationalized some of the HR policies to meet the changing requirements and encourage excellence at work. As a welfare measure, special reimbursement of expenses is allowed to employees for vaccination of their children upto the age of five years. Company successfully retained its existing human resources and attracted new talent with attrition rate was around 1.5 percent.

(iii) In order to improve transparency and good governance, all employees have been empowered to access their personal details, salary slips, PF statement and other personal information and forms online through IT enabled intranet "Employee Portal".

(iv) The company''s excellence in HR has been recognized by various awards during the financial year. Shri Anil Kumar Gupta, Chairman and Managing Director was conferred with ''CEO with HRD orientation'' award by Institute of Public Enterprises (IPE) in world HRD congress held on 16th February 2013 in Mumbai.

INDUSTRIAL RELATIONS

The industrial relation perspectives in CONCOR is focused towards industrial peace, effective management of Contract Labour, constructive settlement and business productivity improvement. The approach towards industrial relations has been proactive, fair and transparent, ensuring better wages and social security to the employees. During the financial year the industrial relation remained harmonious and no man-days were lost.

RESERVATION POLICY

CONCOR has been following the Government Guidelines regarding reservation for SCs, STs, OBCs, Persons with Disabilities (PwDs) and Ex-Servicemen. The representation of SCs, STs, OBCs and PwDs against total strength of 1198 as on 31.03.2013 is as under:

Category No. of Employees

Schedule Caste 180

Schedule Tribe 51

Other Backward Classes 263

Persons with Disabilities (PwDs) 22

Details of SC, ST and OBC candidates who joined CONCOR during the financial year 2012-13:

Category No. of Employees

Schedule Caste 09

Schedule Tribe 05

Other Backward Classes 20

SPECIAL ACHIEVEMENTS

Your company continued to excel in fields of its activities and was a proud recipient of the following awards in the year:

- Prestigious PSE Excellence Award 2012 for being Best Financial Performer in the Miniratna and Others Category from Indian Chamber of Commerce (ICC) and Department of Public Enterprise (DPE) Govt. of India. Award presented by Secretary DPE Mr. O. P Rawat.

- Prestigious SCOPE Meritorious Award for Corporate Social Responsibility & Responsiveness for the year 2011-12 presented by Hon''ble President of India Shri Pranab Mukherjee on 26th April 2013.

- Dun & Bradstreet ROLTA Corporate Award 2011 received from Honble Minister for HRD, Shri Kapil Sibbal in Mumbai on 1st June 2012. This award was bestowed upon CONCOR for fifth year in succession, for being the Top Indian Company in Transport and Logistics Sector.

- Second Northern Indian Multi-Modal Logistics Award 2013 for Excellence in Logistics Sector for being adjudged the best ICD and Rail Operator (Public) for the year 2012. Award was presented on 13th Feb 2013 at New Delhi.

- Third All India Maritime and Logistics Award 2012 for best "Inland Container Depot Operator (Public) of the year" presented by EXIM India in Mumbai on 7th September 2012.

- Prestigious Dalal Street Investment Journal''s instituted 4th PSU Award, 2012 for being the Most Efficient Non Manufacturing Mini Ratna Company among all Indian CPSEs, received from Shri Ajit Singh, Union Minister for Civil Aviation on 23rd March 2013.

- Prestigious Global HR Individual Excellence Award from IPE (Institute of Public Enterprise) for Shri Anil Kumar Gupta being recognized as CEO with HR Orientation. Award received in Mumbai at World HRD Congress on 17th February 2013.

- The Gateway Award for CONCOR ICD Khodiyar for being the Inland Container Depot of the Year in recognition of creating state-of-the-art facilities and delivering service of high quality during the year 2011-12.

- KRDWG Award for "Excellence in Application of MIS in Industry" in the category of IT Innovation and Excellence, received from Knowledge Resource Development and Welfare group.

RESEARCH & DEVELOPMENT (R&D)

In terms of MOU target for 2012-13 signed between CONCOR & Ministry of Railways, your company has achieved the Excellent Target by implementing well before the scheduled date the following parameters under R&D:

(i) Institution of study for relieving heavy vehicular congestion & hence reduction of noise and emission levels at CONCOR ICD at Tughlakabad (New Delhi).

(ii) Commencement of pilot project for automated container tracking at CONCOR ICD at Dronagirinode (Navi Mumbai) through new technology.

(iii) Study for evolving new container design.

SUSTAINABLE DEVELOPMENT

In terms of MOU target signed between CONCOR & Ministry of Railways, your company has implemented successfully by March, 2013 the following targets under Sustainable Development resulting in an "Excellent" rating:

(i) Energy management by reducing average Diesel consumption per move of Gantry Cranes owned by CONCOR to 1.65 litres per move

(ii) Construction of rain water harvesting wells in 20 locations

(iii) Afforestation by way of expenditure of Rs. 0.20 Crores on tree plantation

(iv) Construction of energy efficient warehouses

(v) Training of 252 staff on importance of Sustainable Development

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, there were no foreign exchange earnings. The details of foreign exchange outgo are as under:-

(Rs. in lakh) Foreign exchange outgo 16.14

Import on CIF basis

a) Stores & Spares 81.70

b) Capital Goods 8093.97

PRESIDENTIAL DIRECTIVES

No Presidential Directives were received from the Government during the financial year 2012-13.

RAJBHASHA

There has been considerable progress in the use of Official Language Hindi in Official work of CONCOR. The provisions of Section 3(3) of the Official Languages Act have been fully complied with and letters received in Hindi were also replied in Hindi. All efforts were made to correspond with offices situated in ''A'', ''B'' and ''C'' regions in Hindi as per targets set by the Department of Official Language.

Quarterly meetings of Official Language Implementation Committee were held regularly under the chairmanship of Managing Director to review the progress made in promoting use of Hindi in CONCOR and the decisions taken therein were implemented.

Hindi Pakhwara was organized from 10th to 24th September 2012 in which various competitions like Technical Article Writing, Noting & Drafting, story writing etc. were held. About 90 officials participated in these competitions. A Kavi Sammelan was also organized during Pakhwara to promote Hindi literature. Successful officers and employees were given cash awards and certificate by Managing Director in the closing ceremony organized at the end of Hindi Pakhwara. 56 officers/employees were given Cash Awards for doing their official work in Hindi under ''CONCOR Rajbhasha Puraskar Yojna'' for the year 2011-2012. Two officials were awarded with Late Dr. Shankar Dayal Singh Smriti Puruskar 2011 for their significant contributions towards promoting Hindi in official work. The Office organized a ''SANSMARAN LEKHAN'' competition for PSU''s under the aegis of Town Official Language Implementation Committee (PSU) Delhi on 20th November 2012 in which 29 officials from various PSU''s participated.

To assess the progress made in the use of Official Language, the second Sub-Committee of Parliament on Official Language inspected Corporate Office on 12th November 2012. The Committee was satisfied with the efforts made by CONCOR in implementing progressive use of Hindi in its official work.

CONCOR has enriched library with books of reputed Hindi authors. The Number of books in the Library has increased to 1349. Leading Newspapers as well as monthly and fortnightly magazines continue to be subscribed. To promote original writing in Hindi, ''Madhubhasika'' a literary magazine continues to be published quarterly. This magazine has been awarded special prize by Town Official Language Implementation Committee (PSU) Delhi. Excellent articles published in this magazine are also suitably awarded. It is also uploaded on the company''s website.

CONCOR''s website is bilingual and all computers have Unicode facility to work in Hindi.

VIGILANCE

During the year 2012-13 vigilance department continued its focus on empowering field officers with knowledge/procedures, so that mistakes/lapses can be avoided. To achieve this objective, major emphasis was given on preventive and participative vigilance campaign. Extensive interactions were held at regional/terminal level, with officers at various levels. Thirteen Preventive / Surprise / Intensive Checks at various Regional offices/Inland Container Depots/ Container Freight Stations had been conducted. In addition, 06 cases were registered/ investigated on the basis of complaints and other information.

Online Vigilance Clearance System (OVCS), which is a computerization of vigilance process of awarding vigilance clearance launched in the year 2011 was extended to top 10 terminals. In addition to above, CCTV facility have been installed in major terminal to bring more vigil on the activities at the terminals.

Employee Friendly initiative like Employee Portal, Right to Service for time bound delivery of Benefits & Services for Employees were introduced.

A sum of Rs.1.48 crores was recovered from various contractors/customers during the financial year. In addition, 08 improvements in systems and procedures were recommended to various functional divisions on the basis of experience gained through preventive checks and other investigations. The system improvements have been adopted and implemented, which are aimed at improved physical and financial performance in various terminals.

Suitable penal action was taken against erring officials and contractors.

The Vigilance Awareness Week was observed in Corporate Office as well as in Regional Offices & Terminals by undertaking various activities. 03 workshops and one training programme had been organized during the Vigilance Awareness Week and " Vigilance Brochure"was also brought out on the occasion.

06 Regional Seminars and 05 Training/Workshops were organized in order to create awareness on various aspects of quality management of contracts. It was an effort to reach out to all levels of CONCOR''s functionaries for effecting and systemizing changes though procedures. Various categories of officials have participated in these workshops/trainings and threadbare discussions have been held on various issues.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC.

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the Company at this stage.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the financial year ended 31st March. 2013. the applicable accounting standards have been followed along with proper explanation relating to material departures:

(li) That the directors have selected such accounting policies and applied them consistently and made Judgments and estimates that were 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 Uie Company for the Year under review.

(ill) That the directors have taken proper and sufficient care Tor 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 delecting fraud and other irregularities;

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement and the DPE Guidelines regarding Corporate Govemance.

A Report on Corporate Governance, the Certificate on compliance of requirement of Clause 49 of Listing Agreement and DPE Guidelines on Corporate Governance and Management Discussions and Analysis are given as Annexures to this Report

BUSINESS RESPONSIBILITY REPORT

For describing the initiatives taken by the companies from Environmental. Social and Governance perspective SEBI has vide its Circular CIRyCFD/DIL/8/2012 dated August 13.2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE. to include Business Responsibility Report (BRR) as part of the Annual Report. The Stock Exchanges have accordingly amended the listing agreement incorporating therein the provisions for giving BRR by the companies as part of their annual report Accordingly. CONCOR being among the top 100 listed companies by market capitalization, the Business Responsibility Report of the company forms part of the Annual Report

CORPORATE SOCIAL RESPONSIBILITY

In your company, CSR means total commitment to all its stakeholders to conduct business In an economically, socially and environmentally sustainable manner that is responsible and ethical

Since Inception CONCOR nas always worked towards the inclusive growth of society by contributing through its efforts & available resources for the sustainable development of all its stakeholders, including allied partners and logistics service providers CONCOR has framed its CSR policy for the effective Implementation of the activities undertaken.

Under CONCOR''s CSR policy various thrust areas have been identified which Includes health & medical care, educalion/tlteracy enhancement, community development & rehabilitation measures, environment protection, conservation of natural resources, natural calamities and Infrastructure development

Like previous years, CONCOR allocated 0.5% of Profit After Tax (PAT) of previous year towards CSR Budget for F.Y. 2012-13.

CONCOR has executed various projects under its CSR Initiatives The major projects of the Company related to setting up of Adult Literacy Centres, has been taken up in association with National Literacy Mission Authority (NLMA). Ministry of Human Resource Development: Similarly, National Foundation of Communal Harmony (NFCH) under Ministry of Home Affairs. Govt, of India is also doing activities of helping violence affected children.

Assistance has also been provided towards creation of Infrastructure for visually impaired, physically challenged and poor children. Company has also taken steps towards conservation of environment by adopting a village Irt the state of Uttarakhand in association with TERl for providing rain water harvesting. Polly houses. Alternate energy solution, computer training etc. to villagers. Similarly Company is also providing assistance to Odisha Stale Disaster Management Authority (OSDMA) for construction of multipurpose cydone shelters.

The Company has taken effective steps for generating awareness for CSR activities among its officers /staff. CSR guidelines arid policy of the company have been effectively communicated to its officers and staff through regions They are also being informed and involved in the implementation and monitoring of the projects undertaken by the company from time to time

In CONCOR most of our CSR activities are being implemented by Government or other reputed organizations having a track record of performance CONCOR monitors the project implemented by these agencies from time to time and wherever felt necessary also sends its own officials to see the physical implementation on the ground

In line wilh DPE guidelines, a total amount of Rs. 6.23 crore, including unspent amount of previous years was committed towards CSR budget for F.Y2012-13. Out of this 1 6.15 crore was disbursed/used towards these activities during the year

With the revision In the DPE Guidelines on Corporate SociaJ Responsibility and Sustainability (CSR & S) which will be applicable w.e.f. 1st April 2013 your company has also revised its CSR & S policy recently It has adopted these revised guidelines and has framed a two tier system for the management of its CSR & S activities Under this system two committees have been formed. Tier-1 committee is at board level headed by CMD/CONCOR with Director (Projects & Services) and an Independent Director as other two members The tior-2 Committee is below board level which is headed by an executive one level below board

To continue wilh Its long term CSR & S policy & enthused by the benefits accruing to the society trom its Initiatives In earlier years, the company Intends to continue its commitment to fulfill its obligations towards all its stakeholders & society in the years ahead In accordance with Its CSR & S policy

PARTICULARS OF EMPLOYEES

The Information required in accordance with the provisions of Section 217(2A) of the Companies Act 1956 read with tho Companies (Particulars of Employees) Rules. 1975 as amended by Company (Particulars of Employees) Rules. 2011 is NIL. as no employee has drawn remuneration in excess of amount specified in said Rules.

AUDITORS

Being a Government Company, the Comptroller & Auditor General of India had appointed M/s Kumar Chopra & Associates as Company''s Statutory Auditors for the financial year 2012-13 The Statutory Auditor of the company is being paid an audit fee ofRs. 4,66,000/- BOARD OF DIRECTORS

During the financial year 2012-13, six meetings of Hie Board of Directors were held for transacting the businesses of the Company During the year the post ot Managing Director held by Shri Anil Kumar Gupta was re-designated as Chairman and Managing Director (CMD) w.e.f. 5'' March. 2013. In the currentyear. Shri Mano] K. Akhouri. EDTT (F)/Raitway Board, joined the Board of CONCOR and in addition, Shri Sudhir Mathur Shri Pradeep Bhatnagar Shri Deepak Gupta and Shri M P. Shorawala also joined the Board of CONCOR as Independent Directors. During the year and upto the date of this report, the directorship In the company are as under

- Shri K.K.Srivastava, Part-time Chairman (upto05.03.2013)

- Shri Anil Kumar Gupta. Chairman and Managing Director

- Shn Harpreet Singh. Director (Projects & Services)

- Shri YbsIi Vardhan, Director (Intl. Mktg & Ops )

- Smt P. Al|| Rani. Director (Finance)

- Shri Shahnawa^ Ali. Director (Domestic) (upto 31.01 2013)

- ShnA.S Upadhayay, Director (upto 18.05.2012)

- Shri M K. Akhouri. Director (w.e.f. 14.06.2012)

- Lt. Gen.(Retd.)ArvlndMahajan Director

- Dr, (Professor) AK. Bandy opadhyay, Director

- Dr. (Professor) Kausik Gupta, Director

- Shn Sudhir Mathur. Director (w.e.f. 25.09.2012)

- Shri Pradeep Bhatnagar. Director (w.e.f 06.03.2013)

- Shri Deepak Gupta, Director (w.e.f. 06.03.2013)

- Shri M.P. Shorawala, Director (w.e.f. 06.03.2013)

- Shri Kundan Sinha, Director (w.e.f. 08.07.2013)

RETIREMENT OF DIRECTORS BY ROTATION

In terms of provisions of the Companies Act, 1956, Shri Anil Kumar Gupta, Chairman & Managing Director, Shri Harpreet Singh, Director (Projects & Services), Smt. P. Alli Rani, Director (Finance) and Shri Manoj K. Akhouri, Director are liable to retire by rotation and being eligible, offer themselves for reappointment.

CODE OF CONDUCT

The Code of Conduct has been laid down for the Board Members and senior management. A copy of the same is available on the website of the Company.

Based on the affirmation received from Board Members and Senior Management Personnel, it is hereby declared that all the members of the Board and Senior Management Personnel have affirmed compliance of Code of Conduct for the financial year ended on March 31, 2013.

CONCLUSION

Your Directors express their gratitude for continued co-operation and support provided by Government of India, in particular the Ministry of Railways, Customs, Ports, Investors and above all the customers who have continued to patronize the services provided by your Company.

Your Directors acknowledge the constructive suggestions received from Statutory Auditors and Comptroller and Auditor General of India and are grateful for their consistent support and help.

Your Directors would like to place on record its deep and sincere appreciation for the hard work, dedication and unstinted efforts by the Company''s employees so as to ensure that your Company achieves greater milestones and scales the newer pinnacle of success.

For and on behalf of the Board of Directors

Sd/-

Dated : 25.07.2013 (Anil Kumar Gupta)

Place : New Delhi Chairman & Managing Director

 
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