Directors Report of ABC India Ltd.
Mar 31, 2018
Dear Shareholders,
The Directors take pleasure in presenting the 45th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2018.
Financial Results (Rs. In Lakhs)
|
Particulars |
FY 2017-18 |
FY 2016-17 |
|
Amount |
Amount |
|
|
Turnover |
11664.55 |
12929.13 |
|
Other Income |
36.11 |
56.44 |
|
Total Revenue |
11700.66 |
12985.57 |
|
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) |
547.17 |
129.82 |
|
Interest and other Finance Cost |
392.58 |
453.46 |
|
Depreciation & Amortization |
149.65 |
275.35 |
|
Profit /(Loss) before Taxation (PBT) |
4.94 |
(598.99) |
|
Tax including Deferred Tax |
(83.57) |
(72.46) |
|
Profit after Taxation (PAT) |
88.51 |
(526.53) |
|
Profit brought forward from previous year |
(922.78) |
(397.71) |
|
Other Comprehensive Income |
4.55 |
1.46 |
|
Profit available for appropriation carried to Balance Sheet |
(829.72) |
(922.78) |
OPERATIONS :
During the year under review, your Company has achieved a Total Revenue of Rs. 11664.55 lakhs which is 9.78% lower over the corresponding previous financial yearâs total revenue of Rs. 12929.13 lakhs. The Companyâs EBIDTA was Rs. 547.17 lakhs as compared with previous year of Rs. 129.82 lakhs. The Profit after Tax worked out to Rs. 88.51 lakhs as compared to loss in the previous year of Rs. 526.53 lakhs.
OUTLOOK :
The industrial growth of the Company did not improve at the desired level as envisaged during the year under review. The Company is in the business of transportation and logistics and due to non-improvement in the industrial activity the Company was not able to procure the business at its desired level. The profitability of the Company was affected due to at one hand stagnancy of the off take and on the other hand increase in the cost at various levels of the Company. Besides, due to low demand for logistics services, there was fierce competition in the market making lower realizations for the services rendered by the Company. With the introduction of GST during the year under review, the revenue was in stress and with the stabilization of the taxation procedure and wider acceptability, we are hopeful to recover the pace in business volume. Therefore the Company could neither achieve any volume growth nor desired profitability. At the same time, the Company had to incur interest on financed assets and depreciation thereon.
The Company is making sustained marketing efforts for its services in infrastructure sector & power sector which is expected to see revival, over the next few years. Besides, to improve the profitability, the Company has reduced its work force by almost 15% and other cost reduction measures are underway to sustain in the business.
During the year under review, your Company in February, 2018 has received an Order from BHEL to the tune of Rs. 141.93 Crores for Multimodal Transportation of Export Cargo from India to the MSTPP Rampal project in Bangladesh. This will help the Company to improve its revenue and profitability in the coming years.
Accordingly, the performance of the Company in current year as well as coming years shall continue to be highly dependent upon revival of infrastructure sector, power sector, industrial project and procurement of orders.
DIVIDEND
Due to paucity of profit during the year under review and to conserve the resources of the Company for long term working capital requirements, the Board of Directors of the Company could not recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March, 2018.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2018.
HUMAN RESOURCES
Your Company envisages its âhuman resourcesâ as one of its most important assets.
Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.
Your Company has a adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Re-Appointments:
Pursuant to Section 149(8) and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Debasis Sengupta (DIN: 00343736), Mr. Vijay Kumar Jain (DIN: 00491871), and Mrs. Rachana Todi (DIN: 00268594) be and are hereby re-appointed as Independent Directors of the Company to hold office for 5(five) consecutive years for a term upto 31st March, 2024 and shall not be liable to retire by rotation.
Pursuant to the provisions of the Companies Act, 2013 Mr. Siddarth Kapoor (DIN: 02089141) would continue as a non-executive Director on completion of his tenure as an Independent Director.
ii) Retirement by Rotation:
Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Mr. Ashish Agarwal (DIN 00351824), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.
iii) Appointment of Wholetime- Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the following personnel are the Wholetime Key Managerial Personnel of the Company within the meaning of the said section.
a) Mr. Ashish Agarwal - Managing Director.
b) Mr. Sanjay Agarwal - Company Secretary & Compliance Officer
Mr. Sushil Kumar Pransukhka, Chief Financial Officer (designated as KMP) has resigned during the year w.e.f. 14.09.2017 and Mr. Sanjay Agarwal has been appointed as Chief Financial Officer (designated as KMP) during the year w.e.f. 14.03.2018.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.
INDEPENDENT DIRECTORâS DECLARATION
Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (IND AS) applicable to certain classes of companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Thus IND AS is applicable to your Company w.e.f. 1st April, 2017 and the Accounts have been prepared accordingly.
AUDITORS AND THEIR REPORTS
(i) Statutory Auditors:
The Statutory Auditors M/s. Bharat D. Sarawgee & Co., Chartered Accountants (Registration No. 326264E) holds office till the conclusion of the 49th Annual General Meeting of the Company. Pursuant to Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies ( Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7th May, 2018 and all other applicable provisions of the Act (including any Statutory modifications or re-enactment thereof for the time being in force), the Board has modified the existing terms of appointment of M/s. Bharat D. Sarawgee & Co., Chartered Accountants (Registration no. 326264E), Statutory Auditors of the Company to the extent that their appointment shall not be subjected to ratification by the Shareholders in the Annual General Meeting for remaining duration of their terms of appointment.
The Auditors report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and hence do not call for any further explanation.
(ii) Cost Auditors:
Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 001703), Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2018-19.
(iii) Secretarial Auditor:
The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2017-18 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as âAnnexure Aâ -MR-3 to this Boardâs Report.
In respect of the non-payment of listing fees to CSE, the Board clarifies that the Company is in the process of getting the shares delisting from CSE and pending confirmation, the Company has kept the payment of listing fees in abeyance and same would be paid immediately before the Company gets delisting confirmation from CSE. The rest of the report is self-explanatory and hence do not call for any further explanation.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;
2. Appropriate accounting policies had been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on 31st March, 2018;
3. Proper and sufficient care had been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts had been prepared on a going concern basis;
5. The Directors had laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DEPOSITS
The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.
DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The particulars and information of the Directors/employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of your Company is attached as âAnnexure - Bâ to this report.
None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are as follows:
(a) Conservation of energy
The Companyâs operation involves no energy consumption.
(b) Technology absorption
i. The Company does not have any R & D Division and Companyâs Operations does not require this type of establishment.
ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.
(c) Foreign exchange Earnings and Outgo
During the year, the total foreign exchange earned was â Nil (Previous Year â NIL) and the total foreign exchange used was Rs. 17,07,074/- (Previous Year Rs. 20,70,654/-).
INTERNAL AUDIT & CONTROLS
The Company continues to engage Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companyâs operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested and no reportable material weakness in the formulation or operations were observed.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 26, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.
DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:
i) Related Party Transactions:
All transactions entered with related parties during the FY 2017-18 are on armâs length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013. There have been no materially significant related party transactions with the Companyâs Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
The requisite disclosures of the related party transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the policy.
ii) Number of Board Meetings:
The Board of Directors met 6 (Six) times in the FY 2017-18. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Boardâs Report.
iii) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Dr. Debasis Sengupta. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boardâs Report.
iv) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as âAnnexure-Câ to this report. The aforesaid information is available on the website of the Company at http://www.abcindia.com/mgt 9.pdf
v) Risk Analysis:
The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.
vi) Loans, Guarantees and Investments:
The Company has not provided any loans, given any guarantees or made any investments under Section 186 of the Companies Act, 2013 during the FY 2017-18.
vii) Post Balance Sheet events:
Prof. Ashoke Kumar Dutta (DIN: 00045170) has resigned from the office of Independent Director w.e.f. 09-08-2018. The Board took on record the valuable services rendered by him during his tenure as an Independent Director. Other than the above, there is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.
viii) Subsidiaries, Associates or Joint Ventures:
Your Company does not have any subsidiaries, associates or joint ventures.
ix) Evaluation of the Boardâs Performance:
During the year under review, the Board, in compliance with the Companies Act, 2013 and the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
x) Nomination, Remuneration and Evaluation Policy:
The Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) is in place. This Policy provides a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Boardâs Report:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director
xi) Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.
Details of establishment of the Vigil Mechanism have been uploaded on the Companyâs website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Boardâs Report.
xii) Cost Records :
The Company has maintained cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.
xiii) Internal Complaint Committee:
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.
COMPANYâS WEBSITE
The website of your Company, www.abcindia.com has been designed to present the Companyâs businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been displayed.
CORPORATE GOVERNANCE
Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholdersâ expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the requirements of applicable Regulations of
Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.
A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO i.e. the Managing Director of the Company and CFO are given in âAnnexure- D, E & Fâ to this report.
CODE OF CONDUCT
The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Companyâs website: www.abcindia.com.
All Board Members, KMPs and members of Senior Management have confirmed compliance with the code of conduct. A declaration to this effect has been signed by Mr. Ashish Agarwal, Managing Director is given as âAnnexure Gâ to this Report.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given as âAnnexure Hâ to this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company have transferred the dividend for the F.Y. 2009-10 amounting to Rs. 1,59,257/- lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF) on 10th November, 2017.
LISTING OF SECURITIES IN STOCK EXCHANGES
The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to BSE and the depositories. The Company had applied for delisting of shares from CSE and confirmation is awaited.
CAUTIONARY NOTE
The statements forming part of the Directorsâ Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.
By Order of the Board of Directors
For ABC India Limited
Vijay Kumar Jain Ashish Agarwal
Place : Kolkata Director Managing Director
Dated : 11th August, 2018 DIN : 00491871 DIN : 00351824
Mar 31, 2016
DIRECTORS'' REPORT
Dear Shareholders,
The Directors take pleasure in presenting the 43rd Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2016.
Financial Results (Rs, In Lacs)
|
Particulars |
FY 2015-16 |
FY 2014-15 |
|
Amount |
Amount |
|
|
Turnover |
13341.75 |
15252.44 |
|
Other Income |
77.56 |
107.42 |
|
Total Revenue |
13419.31 |
15359.86 |
|
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) |
682.40 |
1301.25 |
|
Interest and other Finance Cost |
524.77 |
772.22 |
|
Depreciation & Amortization |
456.98 |
644.69 |
|
Profit /(Loss) before Taxation (PBT) |
(299.34) |
(115.66) |
|
Tax including Deferred Tax |
(62.17) |
(128.22) |
|
Profit after Taxation (PAT) |
(237.17) |
12.56 |
|
Profit brought forward from previous year |
1371.35 |
1362.04 |
|
Tax Adjustment for earlier years |
- |
(3.25) |
|
Profit available for appropriation carried to Balance Sheet |
1134.18 |
1371.35 |
OPERATIONS :
During the year under review, your Company has achieved a Total Revenue of Rs, 13,419.31 lakhs which is 12.63% lower over the corresponding previous financial year total revenue of Rs, 15,359.86 lakhs. The Company has achieved an EBIDTA of Rs, 682.40 lakhs as compared with previous year figure of Rs, 1,301.25 lakhs. The Loss after Tax worked out to Rs, 237.17 lakhs as compared to profit in the previous year of Rs, 12.56 lakhs.
OUTLOOK :
The industrial growth of the Company did not improve at the desired level as envisaged during the year under review. The Company is in the business of transportation and logistics and due to non- improvement in the industrial activity the Company was not able to procure the business at its desired level. The profitability of the Company was affected due to at one hand stagnancy of the off take and on the other hand increase in the cost at various levels of the Company. Besides, due to low demand for logistics services, there was fierce competition in the market making lower realizations for the services rendered by the Company. Therefore the Company could neither achieve any volume growth nor desired profitability. At the same time, the Company had to incur interest on financed assets and depreciation thereon.
The Company is making sustained marketing efforts for its services in infrastructure sector & power sector which is expected to see revival, over the next few years. The Company has also undertaken cost control and reduction to improve its profitability.
Accordingly, the performance of the Company in current year as well as coming years shall continue to be highly dependent upon revival of infrastructure sector, power sector, industrial project and procurement of orders.
To overcome the situation, the Company has diversified its business activities and had started a new segment viz. Construction Division which would contribute both in top line & bottom line of the Company.
DIVIDEND
Due to loss during the year under review, the Board of Directors of the Company could not recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March, 2016.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2016.
HUMAN RESOURCES
Your Company treats its âhuman resourcesâ as one of its most important assets.
Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.
Your Company has a adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Appointments:
There was no appointment of any Director during the financial year 2015-16.
ii) Retirement by Rotation:
Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Dr. Ashok Kumar Agarwal (DIN 01237294), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.
iii) Appointment of Whole time- Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the following personnel continued to be Whole time Key Managerial Personnel of the Company within the meaning of the said section.
a) Mr. Ashish Agarwal - Managing Director.
b) Mr. Sushil Pransukhka - Chief Financial Officer.
c) Mr. Sanjay Agarwal - Company Secretary & Compliance Officer.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.
INDEPENDENT DIRECTORâS DECLARATION
Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.
AUDITORS AND THEIR REPORTS (i) Statutory Auditor:
The Statutory Auditors M/s Agarwal Kejriwal & Co., Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the FY 2016-17, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their appointment in the office of Statutory Auditors of the Company for the FY 2016-17.
The Auditors report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and hence do not call for any further explanation.
(ii) Cost Auditors:
Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2016-17.
(iii) Secretarial Auditor:
The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2015-16 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as âAnnexure Aâ - MR-3 to this Boardâs Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;
2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for the year ended on 31st March, 2016;
3. Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DEPOSITS
The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.
DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The particulars and information of the Directors/employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of your Company is attached as âAnnexure-Bâ to this report.
None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:
(a) Conservation of energy
The Companyâs operation involves no energy consumption.
(b) Technology absorption
i. The Company does not have any R & D Division and Companyâs Operations does not require this type of establishment.
ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.
(c) Foreign exchange Earnings and Outgo
During the year, the total foreign exchange earned was Rs, 22,52,590/- (Previous Year Rs, 10,48,868/-) and the total foreign exchange used was Rs, 44,98,665/- (Previous Year Rs, 38,32,523/-).
INTERNAL AUDIT & CONTROLS
The Company continues to engage Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companyâs operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested and no reportable material weakness in the formulation or operations were observed.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 26, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.
DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:
i) Related Party Transactions:
All transactions entered with related parties during the FY 2015-16 are on armâs length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013 except sale of a property which is not in ordinary course of business. There have been no other materially significant related party transactions with the Companyâs Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, the listing agreement and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. The required disclosure in Form AOC-2 in respect of the sale of the property is given and marked as âAnnexure-Câ to this Boardâs Report.
The requisite disclosures of the related party transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the policy.
ii) Number of Board Meetings:
The Board of Directors met 4 (Four) times in the FY 2015-16. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Boardâs Report.
iii) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. Debasis Sengupta. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Boardâs Report.
iv) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as âAnnexure - Dâ to this report.
v) Risk Analysis:
The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.
vi) Loans, Guarantees and Investments:
The Company has not provided any loans, given any guarantees or made any investments under Section 186 of the Companies Act, 2013 during the FY 2015-16.
vii) Post Balance Sheet events:
There is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.
viii) Subsidiaries, Associates or Joint Ventures:
Your Company does not have any subsidiaries, associates or joint ventures.
ix) Evaluation of the Boardâs Performance:
During the year under review, the Board, in compliance with the Companies Act, 2013 and Listing Agreement / applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors in their separate meeting.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
x) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Boardâs Report:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director.
ix) Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.
Details of establishment of the Vigil Mechanism have been uploaded on the Companyâs website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Boardâs Report.
COMPANYâS WEBSITE
The website of your Company, www.abcindia.com has been designed to present the Companyâs businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been uploaded.
CORPORATE GOVERNANCE
Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholdersâ expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the requirements of Clause 49 of the Listing Agreement / applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.
A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO i.e. the Managing Director of the Company and CFO are given in âAnnexure- E, F & Gâ to this report.
CODE OF CONDUCT
The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Companyâs website: www.abcindia.com.
All Board Members, KMPs and members of Senior Management have confirmed compliance with the code of conduct. A declaration to this effect has been signed by Mr. Ashish Agarwal, Managing Director is given as âAnnexure Hâ to this Report.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given as âAnnexure Iâ to this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
LISTING OF SECURITIES IN STOCK EXCHANGES
The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to both the Stock Exchange and the depositories.
CAUTIONARY NOTE
The statements forming part of the Directorsâ Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.
For and on behalf of the Board of Directors
Vijay Kumar Jain Ashish Agarwal
Place : Kolkata Director Managing Director
Dated : 12th November, 2016 DIN : 00491871 DIN : 00351824
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 41st Annual Report of the
Company together with Audited Accounts for the year ended 31st March
2014 :
(Rs. in Lacs)
FINANCIAL RESULTS As on 31.03.2014 Previous Year
Turnover 16,483 18,065
Profit before Taxation,
Depreciation & Amortisation 872 1,727
Depreciation & Amortisation 913 954
(Net of depreciation on revalued
assets transferred from Capital Reserve)
Profit (Loss) before Taxation (42) 773
Provision for Taxation (83) 153
Profit after Taxation 41 620
Add: Balance of Profit & Loss Account
brought forward 1,384 1,141
Add: Tax adjustment for earlier year --- 17
Profit available for appropriation 1,425 1,778
Appropriation :
Proposed Dividend 54 81
Tax on proposed dividend 9 13
Transfer to General Reserve --- 300
Balance carried forward to
Balance Sheet 1,362 1,384
SERVICES AND EARNINGS
Company''s total earnings including other income for the year amounted
to Rs.16,483 lacs as compared with the previous year total earnings of
Rs. 18,065 lacs.
DIVIDEND
The Directors recommend for your approval payment of dividend @ Re. 1/-
(Rupee One only) per Equity Share of Rs.10/- each for the year ending
31.03.2014. (Previous year Rs.1.50 per Equity Share). The total amount
of dividend (including Dividend tax thereon) would amount to Rs. 63
lacs (Previous year Rs. 94 lacs).
OUTLOOK
During the year the market conditions were not favourable for Company''s
business. Due to uncertainties of raw material procurements and other
bottlenecks, there was no business generation from infrastructure
sector which has most of Company''s customers. Besides, due to low
demand for logistics services, there was fierce competition in the
market making realisations for Company''s services unremunerable.
Therefore the Company could neither achieve any volume growth nor
desired profitability. At the same time, the Company had to incur
interest on financed assets and depreciation thereon.
The Company is making sustained marketing efforts for its services in
infrastructure sector which is expected to see revival, over the next
few years. The Company has also undertaken cost control and reduction
to improve its profitability.
Accordingly, the performance of the Company in current year as well as
coming years shall continue to be highly dependent upon revival of
infrastructure sector, industrial project and procurement of orders.
HUMAN RESOURCES
The Company has a adequate pool of trained and competent human
resources which is highly capable to meet the challenges of growing
quality perspective and complex logistics requirement of the customers.
In view of increased competition, the human resources of the company
are able and proved to deliver specialised services of desired quality
meet the competition and to satisfy customer requirements.
EMPLOYEES STOCK OPTION SCHEME, 2007
Member''s approval was obtained at the Annual General Meeting held on
July 31, 2007 for introducing of Employees Stock Option Scheme.
Employees Stock Option Scheme was approved and implemented by the
Company and Options were granted to employees in accordance with the
Securities and Exchange Board of India (Employees Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (''the SEBI
Guidelines). The Compensation Committee, constituted in accordance with
the SEBI Guidelines, administers and monitors the Scheme.
The applicable disclosure as at March 31, 2014 stipulated under the
SEBI Guidelines are given as follows : a) Option Granted (Including
Re-Issue) 1,45,880
b) The Pricing Formula
For all, option vesting on or before 1st November, 2008 exercise price
was Rs.50/- and for all options vesting after 1st November, 2008 the
exercise price shall be Rs.55/- for each share.
c) Options vested 1,36,820
d) Options exercised 14,870
e) The total number of shares arising as a result
of exercise of Options 14,870
f) Options lapsed/not exercised 1,14,770
g) Variation of the terms of Options None
h) Money realized by exercise of Options Rs.7,90,100/- i) Total number
of Options in force 12,300 j) Employee wise details of Options granted
to
1. Senior Management Personnel
Mr. Binoy Krishna Dhar 3300
Mr. Sunder Gopal Das 910
Mr. Ishwar Chandra Sharma 1080
Mr. V.Chatrapathi 880
Mr. C.K.Ojha 1300
Mr. J.S.Yadav 390
Mr. Parameshwar Lal Tamrayat 430
Mr. M.V.K.S.R. Sharma 310
Mr. Raveender Kr.Sharma 960
Mr. Kamal Kr.Makharia 1190
Mr. Sanjay Agarwal 1020
Mr. R.P.Shah 3600
Mr. Sushil Kumar Pransukhka 2460
Mr. Ved Prakash 1180
Mr. Mihir Mani Tripathi 1280
Mr. Arun Kumar Thirani 1160
Mr. Surendra Pd. Tiwari 510
Mr. Ramesh Kr. Bansal 1030
Mr. Ram Nawal Yadav 670
Mr. T. Chakraborty 1000
Mr. Avdhesh Gautam 400
2. Any other employee who received a grant in Nil any one year of
Options amounting to 5% or more of Options granted during that year.
3. Identified employee who were granted Options, during any one year,
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant.
Nil
k) Diluted Earnings Per Share (EPS) before exceptional items pursuant
to issue of shares on exercise of Options calculated in accordance with
Accounting Standard (AS) 20 ''Earnings Per Share''.
(-) Rs.24.99
l) Where the company has calculated the employee compensation cost
using the intrinsic value of the stock options, the difference between
the employee compensation cost so comuted and the employee compensation
cost that shall have been recognized if it had used the fair value of
the options, shall be disclosed. The impact of this difference on
profits and on EPS of the company shall also be disclosed.
The company has calculated the employee compensation cost using the
intrinsic value of the stock option. The effect on the net income and
earning per share, had the fair value method been adopted is described
below :
Net Income Rs. in lakhs
As reported 41
Add : Intrinsic value compensation cost NiL
Less: Fair value compensation 4
Adjusted Net Income 37
Earning Per Share as reported Rs. 0.77
As adjusted Rs. 0.68
Weighted average price per option Rs. 55.00
Weighted average fair value per option Rs. 31.01
m) Weighted-average exercise prices and weighted average fair values of
options shall be disclosed separately for options whose exercise price
either equals or exercise or is less than the market price of the
stock.
n) A description of the method and significant assumptions used during
the year to estimate the fair values of options.
The fair value of options is estimated using the Black Scholes Option
Pricing Model after applying the following key assumptions on weighted
average basis
(1) Risk free interest rate 8.00%
(2) Expected life 0.56 years
(3) Expected volatility 30%
(4) Expected dividends 15%
(5) Price of the underlying share in market at Rs.39.00 the time of
option grant
No money was realised in the current financial year by exercise of
options.
The money earlier realised by exercise of options has been utilised in
the business of the Company especially for funding capital investments.
A certificate from the Auditors in terms of Clause 14 SEBI (Employees
Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines,1999, shall be placed before the shareholders at the
ensuring Annual General Meeting.
DIRECTORS
During the year under review, Mr. Rajyavardhan Kajaria was appointed as
an Additional Director in the category of non-executive director of the
Company, in the meeting of the Board held on February 1, 2014, to hold
office upto the date of the ensuing Annual General Meeting (AGM) of the
Company. Resolution for appointment of Mr. Rajyavardhan Kajaria is put
up for the approval of shareholders in the Notice of AGM.
At the ensuing Annual General Meeting, Dr. Ashok Kumar Agarwal, Shri.
Krishan Arya and Shri. Vijay Kumar Jain retire by rotation. Dr. Ashok
Kumar Agarwal, being eligible offers himself for re-appointment as
non-executive director accordingly, on re-appointment, his term of
office shall be liable to determination by rotation. Shri. Krishan Arya
who has attained age of 70 years, and otherwise being eligible offers
himself for re-appointment as Independent Director. Accordingly, on
re-appointment by Special Resolution his term of office upto 31.03.2019
shall not be liable to determination by rotation. Shri. Vijay Kumar
Jain, being eligible offers himself for re-appointment as Independent
Director. Accordingly, on re-appointment his term of office shall not
be liable to determination by rotation.
Pursuant to section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of its directors as
independent directors. The Board already has over half of its directors
in the category of independent directors in terms of the provisions of
clause 49 of the listing agreement. The Board therefore, recommends
re-appointing Dr. Debasis Sengupta and Prof. Ashoke Kumar Dutta the
existing independent directors under clause 49 as ''independent
directors'' pursuant to Companies Act, 2013, subject to approval of
shareholders. As required under the said Act and the Rules made
thereunder, the same is now put up for approval of shareholders at the
ensuing annual general meeting. Necessary details have been annexed to
the Notice of the meeting in terms of section 102(1) of the Companies
Act, 2013.
The present terms of appointment of Shri Ashish Agarwal as Managing
Director expires on 31.07.2014. As his services are continuously
required by the Company, it is proposed to reappoint him for another
period of 3 years w.e.f. 01.08.2014 on remuneration and terms &
conditions proposed details whereof are provided in the proposed
Special Resolutions and the Report on Corporate Governance.
At the 40th Annual General Meeting of the Company in the year 2013,
Shri Anand Kumar Agarwal was reappointed for a period of 3 years w.e.f.
01.06.2013 with remuneration subject to approval by Central Government,
which is still awaited. Considering the implementation of the Companies
Act, 2013 it is considered prudent to reappoint Shri Anand Kumar
Agarwal (DIN 00380908) for a period of 3 years w.e.f. 01.09.2014 as per
the provisions of the Companies Act, 2013 in supersession of resolution
passed or consent recorded earlier. The details of remuneration and
terms & conditions proposed are as provided in the proposed Special
Resolutions and the Report on Corporate Governance.
AUDITORS
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the rules made thereunder, the current auditors of the Company, M/s
Agarwal Kejriwal & Company, Chartered Accountants are eligible to hold
office for a period of three years, upto 2017. The members are
therefore requested to appoint M/s Agarwal Kejriwal & Company,
Chartered Accountants as auditors for three years from the conclusion
of the ensuing annual general meeting till the conclusion of the 44th
Annual General Meeting as proposed.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration
exceeding limits prescribed under section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956
with respect to the Director''s Responsibility Statement, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures ;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors have prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS
During the year the Company invited and accepted public deposits on
which payment of interest was regular. During the year deposits
amounting to Rs.21,85,000/- matured and repaid. Deposit amounting to
Rs.40,000/- matured during the year but not claimed. The outstanding
balance of Public Deposit as at the end of the year was
Rs.1,77,56,000/-. The Company complied with all the applicable
provisions of the Company''s (Acceptance of Deposits) Rules, 1975 as
amended uptodate.
CASH FLOW STATEMENT
Cash flow statement for the year ended 31.03.2014 is also attached
herewith and form part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statement for the Financial Year 2013-14 of
the Company and its subsidiary M/s. ABC Skyline Limited has been
prepared by the Company in accordance with the requirements of
Accounting Standards issued by "The Institute of Chartered Accountants
of India". The Audited Consolidated Financial Statements together with
Auditors Report thereon form part of the Annual Report.
INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
A. Conservation of Energy
The Company''s operation involves no energy consumption.
B. Form of Disclosure of particulars with respect to absorption of
Technology and Development of R & D
i. Research and Development: The Company does not have any R & D
Division and Company''s Operations does not require this type of
establishment.
ii. Technology absorption, adoption and innovation: The Company has
not imported any technology due to its nature of operation.
iii. Foreign Exchange earnings and outgoing: The Company has no
activities related to export of its services. The Company earned
Foreign Exchange worth Rs.6,50,280/- towards Freight (Previous Year-
Rs.4,55,689/- towards freight and Rs.16,30,20,000/- towards sale of
investments in Joint Venture.) Value of imports calculated on C. I. F.
basis by the Company was Rs. NIL (Previous Year Rs. 2,34,009/-). The
Company has spent foreign exchange worth Rs. 4,98,978/-. (Previous
Year Rs.15,47,258/-) on account of freight paid by overseas
constituents on our behalf and/or freight collected by the Company on
their behalf and Rs.6,79,220/- on account of Shipment Expenses
(Previous Year NIL). The Company has incurred Rs.10,86,359/- (Previous
Year  Rs.17,54,719/-) by way of foreign tours for business purposes.
AUDIT REPORT
The Auditor''s report does not contain any qualification or adverse
comments.
CODE OF CONDUCT
The Board of Directors has laid down a code of conduct applicable to
the Board of Directors and Senior Management, which is available on the
Company''s website. All Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
Your company has always striven to incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of Corporate Governance as prescribed
under the Listing Agreements of the Stock Exchanges, with which the
Company is listed, are complied with.
A certificate of compliance from the Auditors together with a report on
Corporate Governance forms part of this Report.
INVESTOR SERVICES
In compliance to the requirements of clause 54 of the Listing
Agreements with Stock exchanges, the Company has dedicated a column for
investor services in its website www.abcindia.com. The company would
keep on updating these particulars as and when necessary.
DELISTING OF EQUITY SHARES OF THE COMPANY FROM THE CALCUTTA STOCK
EXCHANGE LIMITED
The Board of Directors has resolved to delist the eqity shares of the
Company in accordinace with Regulation 6 of the Securities & Exchange
Board of India (Delisting of Equity Shares) Regulations, 2009 from The
Calcutta Stock Exchange Limited provided that the equity shares of the
Company would continue to be listed on the Bombay Stock Exchange
Limited having nation wide trading terminals.
CAUTIONARY NOTE
The statements forming part of the Directors'' Report may contain
certain forward looking statements within the meaning of applicable
securities laws and regulations. Many factors could cause the actual
results, performances or achievements of the Company to be materially
different from any future results, performances or achievements that
may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENTS
The Directors wish to convey their sincere appreciation of all the
staff members for their enormous personal efforts as well as their
collective contribution to the company''s performance.
The Directors would also take this opportunity to acknowledge the
cooperation and assistance of Financial Institutions, Banks and various
Central and State Government Departments and Agencies.
Finally, the Directors owe their gratitude to all the Customers and
Shareholders for their continued support to the Company and their
confidence in its management.
By order of the Board
Place: Kolkata Ashish Agarwal
Date : the 11th day of August, 2014 Managing Director
Mar 31, 2013
The Directors have pleasure in presenting the 40th Annual Report of the
Company together with Audited Accounts for the year ended 31st March
2013:
(Rs. in Lacs)
FINANCIAL RESULTS As on
31.03.2013 Previous
Year
Turnover 18,065 25,873
Profit before Taxation and Depreciation 1,727 1,499
Depreciation 954 809
(Net of depreciation on revalued
assets transferred from
Capital Reserve)
Profit before Taxation 773 690
Provision for Taxation 153 204
Profit after Taxation 620 486
Add: Balance of Profit & Loss
Account brought forward 1,141 1,038
Add: Tax adjustment for earlier year 17 12
Profit available for appropriation 1,778 1,536
Appropriation:
Proposed Dividend 81 81
Tax on proposed dividend 13 13
Transfer to General Reserve 300 300
Balance carried forward to Balance Sheet 1,384 1,142
SERVICES AND EARNINGS
Company''s total earnings including other income for the year amounted
to Rs.18,065 lacs as compared with the previous year total earnings of
Rs.25,873 lacs.
DIVIDEND
The Directors recommend for your approval payment of dividend § Rs.1.50
per Equity Share of Rs.10/- each for the year ending 31.03.2013.
(Previous year Rs. 1.50 per Equity Share). The total amount of dividend
(including Dividend tax thereon) would amount to Rs. 94 lacs (Previous
year Rs. 94 lacs).
OUTLOOK
After successfully completing a major logistics work in North East
India in the last year, the Company could not bag any other job of
similar size and value. During the year the infrastructure sector which
has most of the Company''s customers faced uncertainties in view of
regulatory issues and also issues relating to raw material
procurements. New project were not upcoming in the sector which
directly affected new business generation and consequently the
Company''s growth. Therefore, during the year, the market for Company''s
services and activities itself shrank on the one hand, and on the other
hand the market was dominated by fierce competition. In addition, the
Company had to face increased regulatory issues relating to permission
and clearances in planning and execution of its core competency
business of logistics for Over Dimensional Consignments. Therefore the
Company could not achieve any volume growth during the year. The
Company is continuing sustained marketing efforts for new jobs in
infrastructure sectors where the Company is a established service
provider. Accordingly, the performance of the Company in current year
as well as in coming years shall be highly depended on continuity of
industrial projects and procurement of orders amidst fierce
competition.
HUMAN RESOURCES
The Company has trained and developed its human resources to meet the
challenges of growing quality perspective and complex logistics
requirement of the customers. In view of increased competition, the
human resources of the company are geared up to deliver better quality
and specialised services both to meet the competition and to satisfy
customer requirements.
EMPLOYEES STOCK OPTION SCHEME, 2007
Member''s approval was obtained at the Annual General Meeting held on
July 31,2007 for introducing of Employees Stock Option Scheme.
Employees Stock Option Scheme was approved and implemented by the
Company and Options were granted to employees in
accordance with the Securities and Exchange Board of India (Employees
Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999 (''the SEBI Guidelines). The Compensation
Committee, constituted in accordance with the SEBI
Guidelines, administers and monitors the Scheme.
The applicable disclosure as at March 31,2013 stipulated under the SEBI
Guidelines are given as follows:
a) Option Granted (Including Re-Issue) 1,45,880
b) The Pricing Formula For all, option vesting on or before 1 st
November, 2008 exercise price was Rs.50/- and for all options vesting
after 1st November, 2008 the exercise price shall be Rs. 55/- for each
share.
c) Options vested 1,36,820
d) Options exercised 14,870
e) The total number of shares arising as a result of exercise of
Options 14,870
f) Options lapsed/not exercised 1,14,770
g) Variation of the terms of Options None
h) Money realized by exercise of Options Rs. 7,90,100/-
I) Total number of Options in force 16,240
j) Employee wise details of Options granted to
1. Senior Management Personnel
Mr. Binoy Krishna Dhar 3300
Mr. Sunder Gopal Das 910
Mr. Ishwar Chandra Sharma 1080
Mr. V.Chatrapathi 880
Mr. C.K.Ojha 1300
Mr. J.S.Yadav 390
Mr. Parameshwar La! Tamrayat 430
Mr. M.V.K.S.R. Sharma 310
Mr. Raveender Kr.Sharma 960
Mr. Kamal Kr.Makharia 1190
Mr. Sanjay Agarwal 1020
Mr. R.P.Shah 3600
Mr. Sushil Kumar Pransukhka 2460
Mr. Ved Prakash 1180
Mr. Mihir Mani Tripathi 1280
Mr. Arun Kumar Thirani 1160
Mr. Surendra Pd. Tiwari 510
Mr. Ramesh Kr. Bansal 1030
Mr. Ram Nawal Yadav 670
Mr. T. Chakraborty 1000
Mr. Avdhesh Gautam 400
2. Any other employee who received a grant in any one year of Options
amounting to 5% or more of Options granted during that year.
Nil
3. Identified employee who were granted Options, during any one year,
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant.
Nil
The Money realised by exercise of options has been utilised in the
business of the Company especially for funding capital investments. A
certificate from the Auditors in terms of Clause 14 SEBI (Employees
Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines,1999, shall be placed before the shareholders at the
ensuring Annual General Meeting.
DIRECTORS
Dr. Debasis Sengupta, Dr. Padam Chand Agarwal and Shri Ashok Kumar
Surana retire by rotation and being eligible, offer themselves for
reappointment. The present terms of appointment of Shri Anand Kumar
Agarwal as Chairman expires on 31.05.2013. It is proposed to reappoint
him for another period of 3 years. His reappointment and the terms and
conditions thereof have been approved by a resolution passed by the
Remuneration Committee and the Board, and require approval by the
shareholders at the General Meeting by a special resolution and
approval by the Central Government.
AUDITORS
M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditors
retires at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment. The Company has
received a Certificate from the auditors to the effect that their
reappointment, if made, will be in accordance with the provisions of
Section 224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration
exceeding limits prescribed under section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to the Director''s Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors have prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS
During the year the Company invited and accepted public deposits on
which payment of interest was regular. None of the deposit matured for
repayment during the year. The outstanding balance of Public Deposit as
at the end of the year was Rs. 1,55,19,000/-. The Company complied with
all the applicable provisions of the Company''s (Acceptance of Deposits)
Rules, 1975 as amended uptodate.
CASH FLOW STATEMENT
Cash flow statement for the year ended 31.03.2013 is also attached
herewith and form part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statement for the Financial Year 2012-13 of
the Company and its subsidiary M/s. ABC Skyline Limited has been
prepared by the Company in accordance with the requirements of
Accounting Standards issued by "The Institute of Chartered Accountants
of India". The Audited Consolidated Financial Statements together with
Auditors'' Report thereon form part of the Annual Report.
INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
A. Conservation of Energy:
The Company''s operation involves no energy consumption.
B. Form of Disclosure of particulars with respect to absorption of
Technology and Development of R & D
i) Research and Development: The Company does not have any R & D
Division and Company''s Operations does not require this type of
establishment.
ii) Technology absorption, adoption and innovation: The Company has not
imported any technology due to its nature of operation.
iii) Foreign Exchange earnings and outgoing : The Company has no
activities related to export of its services. The Company earned
Foreign Exchange worth Rs.4,55,689/- towards Freight &
Rs.16,30,20,000/- towards sale of Investments in Joint Venture during
the year (Previous Year- Rs.50,34,956/- towards Freight). Value of
imports calculated on 0 I. F. basis by the Company was Rs. 2,34,009/-
(Previous Year Rs. 4,47,53,972/-). The Company has spent foreign
exchange worth Rs.15,47,258/-. (Previous Year - Rs.20,96,43,995/-) on
account of freight paid by overseas constituents on our behalf and/or
freight collected by the Company on their behalf and civil/ operational
expenses in foreign countries. The Company has incurred Rs.17,54,719/-
(Previous Year - Rs.30,19,910/-) by way of foreign tours for business
purposes.
AUDIT REPORT
The Auditor''s report does not contain any qualification or adverse
comments.
CODE OF CONDUCT
The Board of Directors has laid down a code of conduct applicable to
the Board of Directors and Senior Management, which is available on the
Company''s website. All Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
Your company has always striven to incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of Corporate Governance as prescribed
under the Listing Agreements of the Stock Exchanges, with which the
Company is listed, are complied with.
A certificate of compliance from the Auditors together with a report on
Corporate Governance forms part of this Report.
INVESTOR SERVICES
In compliance to the requirements of clause 54 of the Listing
Agreements with Stock exchanges, the Company has dedicated a column for
investor services in its website www.abcindia.com. The company would
keep on updating these particulars as and when necessary.
CAUTIONARY NOTE
The statements forming part of the Directors'' Report may contain
certain forward looking statements within the meaning of applicable
securities laws and regulations. Many factors could cause the actual
results, performances or achievements of the Company to be materially
different from any future results, performances or achievements that
may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENTS
The Directors wish to convey their sincere appreciation of all the
staff members for their enormous personal efforts as well as their
collective contribution to the company''s performance.
The Directors would also take this opportunity to acknowledge the
cooperation and assistance of Financial Institutions, Banks and various
Central and State Government Departments and Agencies.
Finally, the Directors owe their gratitude to all the Customers and
Shareholders for their continued support to the Company and their
confidence in its management.
By order of the Board
Place: Kolkata ashish Agarwal
Date : May 25,2013 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 39th Annual Report of the
Company together with Audited Accounts for the year ended 31st March
2012:
(Rs. in Lacs)
FINANCIAL RESULTS As on 31.03.2012 Previous Year
Turnover 26142 20731
Profit before Taxation and Depreciation 1499 1268
Depreciation 809 420
(Net of depreciation on revalued assets
transferred from Capital Reserve)
Profit before Taxation 690 848
Provision for Taxation 204 295
Profit after Taxation 486 553
Add: Balance of Profit & Loss Account
brought forward 1038 884
Less: Tax adjustment for earlier year 12 4
Profit available for appropriation 1535 1433
Appropriation:
Proposed Dividend 81 81
Tax on proposed dividend 13 14
Transfer to General Reserve 300 300
Balance carried forward to Balance Sheet 1141 1038
SERVICES AND EARNINGS
Company's total earnings including other income for the year amounted
to Rs.26142 lacs as compared with the previous year total earnings of
Rs.20731 lacs.
DIVIDEND
The Directors recommend for your approval for payment of dividend @
Rs.1.50 per Equity Share of Rs.10/- each for the year ending
31.03.2012. (Previous year Rs.1.50 per Equity Share). The total amount
of dividend (including Dividend tax thereon) would amount to Rs. 94
lacs (Previous year 95 lacs).
OUTLOOK
During the year under review, the Company could materialise results
from its execution of major logistics work in North East India. By
execution of such major logistics work the Company has substantially
improved its capacities in providing complex logistics solutions to its
customer. There was good demand for Company's service in the year
with growing industrialisation in North East India. The Company is
continuously making sustained marketing efforts reaping its business
from ongoing as well as new projects in major infrastructure sectors.
The performance of the company in current year and coming years shall
continue to depend on continuity of industrial projects, and
procurement of orders amidst fierce competition.
Project Cargo Division was successful in converting its strength into
business. Petrol Pump segment has shown satisfactory performance. The
Company expects to improve its performance in all segments in coming
year.
HUMAN RESOURCES .
The Company has trained and developed its human resources to meet the
challenges of growing quality perspective and complex logistics
requirement of the customers. In view of increased competition, the
human resources of the company are geared up to deliver better quality
and specialised services both to meet the competition and to satisfy
customer requirements.
EMPLOYEES STOCK OPTION SCHEME, 2007
Member's approval was obtained at the Annual General Meeting held on
July 31,2007 for introducing of Employees Stock Option Scheme.
Employees Stock Option Scheme was approved and implemented by the
Company and Options were granted to employees in accordance with the
Securities and Exchange Board of India (Employees Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (the SEBI
Guidelines). The Compensation Committee, constituted in accordance with
the SEBI Guidelines, administers and monitors the Scheme.
The applicable disclosure as at March 31,2012 stipulated under the SEBI
Guidelines are given as follows:
a) Options Granted (Including Re-Issue) 1,45,880
b) The Pricing Formula For all option vesting on or before 1st
November, 2008 exercise price was Rs. 50/- and for all options vesting
after 1st November, 2008 the exercise price shall be Rs. 55/- for each
share.
c) Options vested 1,23,230
d) Options exercised 14,870
e) The total number of shares arising as a result of exercise of
Options 14,870
f) Options lapsed 1,14,070
g) Variation of the terms of Options None
h) Money realized by exercise of Options Rs.7,90,100/-
i) Total number of Options in force 30,306
j) Employee wise details of Options granted to
1. senior Management personnel
Mr. Binoy Krishna Dhar 3300
Mr. Sunder Gopal Das 910
Mr. Ishwar Chandra Sharma 1080
Mr. V.Chatrapathi 880
Mr. C.K.Ojha 1300
Mr. J.S.Yadav 390
Mr. Parameshwar Lai Tamrayat 430
Mr. M.V.K.S.R. Sharma 310
Mr. Raveender Kr. Sharma 960
Mr. Kamal Kr. Makharia 1190
Mr. Sanjay Agarwal 1020
Mr. R.P.Shah 3600
Mr. Sushil Kumar Pransukhka 2460
Mr. Ved Prakash 1180
Mr. Mihir Mani Tripathi 1280
Mr. Arun Kumar Thirani 1160
Mr. Surendra Pd. Tiwari 510
Mr. Ramesh Kr. Bansal 1030
Mr. Ram Nawal Yadav 670
Mr. T.Chakraborty 1000
Mr. Avdhesh Gautam 400
2. Any other employee who received a grant in any one year of Options
amounting to 5% or more of Options granted during that year.
Nil
3. Identified employee who were granted Options, during any one year,
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant.
Nil
k) Diluted Earnings Per Share (EPS) before exceptional items pursuant
to issue of shares on exercise of Options calculated in accordance with
Accounting Standard (AS) 20 'Earnings Per Share'
Rs. 9.19
I) Where the company has calculated the employee compen- sation cost
using the intrinsic value of the stock options, the difference between
the employee compensation cost so comuted and the employee compensation
cost that shall have been recognized if it had used the fair value of
the options, shall be disclosed. The impact of this difference on
profits and on EPS of the company shall also be disclosed.
The company has calculated the employee compensation cost using the
intrinsic value of the stock option. The effect on the net income and
earning per share, had the fair value method been adopted is described
below:
Net Income Rs. in lakhs
As reported 486 Add: Intrinsic value compensation cost Nil
Less: Fair value compensation 13
Adjusted Net Income 473
Earning Per Share as reported Rs. 9.19
As adjusted Rs. 8.74
m) Weighted-average exercise prices and weighted
average fair values of options shall be
disclosed separately for options whose exercise
price either equals or exceeds or is less than
the market price of the stock. Weighted average
price per option Rs. 55.00
Weighted average fair value per option Rs. 43.43
n) A description of the method and significant assumptions used during
the year to estimate the fair values of options.
The fair value of options is estimated using the Black Scholes Option
Pricing Model after applying the following key assumptions on weighted
average basis
(1) Risk free interest rate 8.00%
(2) Expected life 1.88 years
(3) Expected volatility 30%
(4) Expected dividends 15%
(5) Price of the underlying share in
market at the time of option grant Rs.45.10/.Rs.39.00
The Money realised by exercise of options has been utilised in the
business of the Company especially for funding capital investments. A
certificate from the Auditors in terms of Clause 14 SEBI (Employees
Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines,1999, shall be placed before the shareholders at the ensuing
Annual General Meeting.
DIRECTORS
Shri Krishan Arya, Dr. Ashok Kumar Agarwal and Shri Ashoke Kumar Dutta
retire by rotation and being eligible, offer themselves for
re-appointment.
AUDITORS
M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditor
retires at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment. The Company has
received a Certificate from the auditors to the effect that their
reappointment, if made, will be in accordance with the provisions of
Section 224 (1B) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration
exceeding limits prescribed under section 217 (2A) of the Companies
Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to the Director's Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgmets and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors have prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS
The Company has not invited or accepted any deposits from the public
during the year under report.
INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
A. Conservation of Energy:
The Company's operation involves no energy consumption.
B. Form of Disclosure of particulars with respect to absorption of
Technology and Development of R & D
i) Research and Development: The Company does not have any R & D
Division and Company's Operations does not require this type of
establishment.
ii) Technology absorption, adoption and innovation: The Company has not
imported any technology due to its nature of operation.
iii) Foreign Exchange earnings and outgoing: The Company has no
activities related to export of its services. The Company earned
Foreign Exchange worth Rs.50,34,956/- during the year (Previous Year-
Rs.53,72,804/-). Value of imports calculated on C. I. F. basis by the
Company was Rs.4,47,53,972/- (Previous Year Nil). The Company has spent
foreign exchange worth Rs.20,96,43,995/-. (Previous Year - Rs.
7,08,01,165/-) on account of freight paid by overseas constituents on
our behalf and/or freight collected by the Company on their behalf and
civil/ operational expenses in foreign countries. The Company has
incurred Rs.30,19,910/- (Previous Year- Rs.8,93,991/-) byway of foreign
tours for business purposes.
AUDIT REPORT
The Auditor's report does not contain any qualification or adverse
comments.
CODE OF CONDUCT
The Board of Directors has laid down a code of conduct applicable to
the Board of Directors and Senior Management, which is available on the
Company's website. All Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that all mandatory provisions of Corporate Governance as prescribed
under the Listing Agreements of the Stock Exchanges, with which the
Company is listed, are complied with.
A certificate of compliance from the Auditors together with a report on
Corporate Governance forms part of this Report.
INVESTOR SERVICES
In compliance to the requirements of clause 54 of the Listing
Agreements with Stock exchanges, the Company has dedicated a column for
investor sen/ices in its website www.abcindia.com. The Company would
keep on updating these particulars as and when necessary.
CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain
certain forward looking statements within the meaning of applicable
securities laws and regulations. Many factors could cause the actual
results, performances or achievements of the Company to be materially
different from any future results, performances or achievements that
may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENTS
The Directors wish to convey their sincere appreciation of all the
staff members for their enormous personal efforts as well as their
collective contribution to the company's performance.
The Directors would also take this opportunity to acknowledge the
co-operation and assistance of Financial Institutions, Banks and
various Central and State Government Departments and Agencies.
Finally, the Directors owe their gratitude to all the Customers and
Shareholders for their continued support to the Company and their
confidence in its management.
By order of the Board
Place: Kolkata Ashish Agarwal
Date : May 28,2012 Managing Director
Mar 31, 2010
The Directors hereby present the 37th Annual Report of the Company
together with Audited Accounts for the year ended 31st March, 2010:
(Rs. in Lacs)
FINANCIAL RESULTS As on 31.03.2010 Previous Year
Turnover 14677 16364
Profit before Taxation and Depreciation 410 834
Depreciation 241 228
(Net of depreciation on revalued assets
transferred from Capital Reserve)
Profit before Taxation 169 606
Provision for Taxation 61 180
Profit after Taxation 108 426
Add : Balance of Profit & Loss Account brought
forward 865 433
973 859
Less : Tax adjustment for earlier year 28 (6)
Profit available for appropriation 945 865
Appropriation :
Proposed Dividend 27 -
Tax on proposed dividend 4 -
Transfer to General Reserve 30 -
Balance carried forward to Balance Sheet 884 865
SERVICES AND EARNINGS
Companys total earnings including other income for the year amounted
to Rs.14,677 lacs as compared with the previous year
total earnings of Rs. 16,364 lacs.
DIVIDEND
The Directors recommend for your approval for payment of dividend @ Rs.
0.50 per Equity Share of Rs. 10/- each for the year ending 31.03.2010.
(Previous year Nil). The total amount of dividend including Income Tax
thereon would amount to Rs. 31 lacs (Previous year Nil).
OUTLOOK
During the year under review, the Company actively pursued its
marketing and operational function to improve its activities in
providing logistics solutions to its customers. The demand for such
service requirement was subdued in the year due to economic slowdown
with apparent recovery from slowdown, the Company is working towards
achieving its business from ongoing as well as new projects in major
infrastructure sector. However, performance of the company in current
year and coming years shall largely depend on improvement in economic
situation, and successful completion of jobs in hand.
Project Cargo Division is continuosly thriving to improve its
capabilities. Petrol Pump segment has shown satisfactory performance.
The Company expects to improve its performance in all segments in
coming year.
HUMAN RESOURCES
Training and development of its human resources continued to be an area
of prime focues. The Company has developed its human resources to meet
the challenges of growing quality perspective by the customers. In view
of increased competition in market environment due to economic
slowdown, the human resources of the company are being geared up to
deliver better quality services to meet the competition.
EMPLOYEES STOCK OPTION SCHEME, 2007
Members approval was obtained at the Annual General Meeting held on
July 31,2007 for introduction ot Employees Stock Option Scheme.
Employees Stock Option Scheme was approved and implemented by the
Company and Options were granted to employees in accordance with the
Securities and Exchange Board of India (Employees Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999, (the SEBI
Guidelines). The Compensation Committee, constituted in accordance with
the SEBI Guidelines, administers and monitors the Scheme.
The Applicable disclosure as at March 31,2009, stipulated under the
SEBI Guidelines are given as follows:
a) - Options Granted 1,23,230
b) The Pricing Formula
For all option vesting on or before 1st November, 2008,
exercise price is Rs. 50/- and for all options vesting after 1st
November, 2008 the exercise price shall be Rs. 55/- for each share.
c) Options vested 96,758
d) Options exercised Nil
e) The total number of shares arising
as a result of exercise of Options Not Applicable
f) Options lapsed 33,470
g) Variation of the terms of Options None
h) Money realized by exercise of Options Not Applicable
i) Total number of Options in force 89,760
j) Employee wise details of Options granted to
1. Senior Management Personnel
Mr. Binoy Krishna Dhar 3300
Mr. Sunder Gopal Das 910
Mr. Ishwar Chandra Sharma 1080
Mr. V. Chatrapathi 880
Mr. C. K. Ojha 1300
Mr. J. S. Jadav 390
Mr. Parameshwar Lal Tamrayat 430
Mr. M. V. K. S. R. Sharma 310
Mr. Raveender Kr. Sharma 960
Mr. Kamal Kr. Makharia 1190
Mr. Sanjay Agarwal 1020
Mr. R. P. Shah 3600
Mr. Sushil Kumar Pransukhka 2460
Mr. Ved Prakash 1180
Mr. Mihir Mani Tripathi 1280
Mr. Arun Kumar Thirani 1160
Mr. Surendra Pd. Tiwari 510
Mr. Ramesh Kr. Bansal 1030
Mr. Ram Nawal Yadav 670
Mr. T. Chakraborty 1000
Mr. Avdhesh Gautam 400
2. Any other employee who received a grant in any Nil
one year of Options amounting to 5% or more of
Options granted during
that year.
3. Identified employee who were granted Options, Nil
during any one
year, equal to or exceeding 1% of the issued
capital (excluding
outstanding warrants and conversions) of the
Company at the time of
grant.
k) Diluted Earnings Per Share (EPS) before Not Applicable
exceptional items pursuant to issue of
shares on exercise of Options
calculated in accordance with Accounting
Standard (AS) 20 Earnings Per Share
I) Where the company has calculated the employee compensation cost
using the intrinsic value of the stock options, the difference between
the employee compensation cost so computed and the employee
compensation cost that shall have been recognized if it had used the
fair value of the options, shall be disclosed. The impact of this
difference on profits and on EPS of the company shall also be
disclosed.
The company has calculated the employee compensation cost using the
intrinsic value of the stock option. The effect on the net income and
earning per share, had the fair value method been adopted is described
below :
Net Income Rs. in Lakhs
As reported 108
Add: Intrinsic value
compensation cost Nil
Less : Fair value compensation 57
Adjusted Net Income 51
Earning Per Share as reported Rs. 1.48
As adjusted Rs. 0.41
Weighted average price per option Rs. 53.01
Weighted average fair value per option Rs. 63.87
m) Weighted-average exercise prices and weighted average fair values of
options shall be disclosed separately for options whose exercise price
either equals or exceeds or is less than the market price of the stock.
n) A description of the method and significant assump- tions used
during the year to estimate the fair values of options.
The fair value of options is estimated using the
Black Scholes Option Pricing Model after
applying the following key assumptions on weighted average basis
(1) Risk free interest rate 8.00%
(2) Expected life 1.38 years
(3) Expected volatility 30%
(4) Expected dividends Nil
(5) Price of the underlying share
in market at the
time of option grant Rs.45.10/Rs. 39
A certificate from the Auditors in terms of Clause 14 SEBI (Employees
Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999, shall be placed before the shareholders at
the ensuring Annual General Meeting.
DIRECTORS
Dr. Debasis Sengupta, Shri Ashoke Kumar Dutta and Dr. Ashok Agarwal
retire by rotation and being eligible, offer themselves for
reappointment.
AUDITORS
M/s. Agarwal Kejriwal & Co., Chartered Accountants, Statutory Auditor
retires at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment. The Company has
received a Certificate from the auditors to the effect that their
reappointment, if made, will be in accordance with the provisions of
Section 224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration
exceeding limits prescribed under Section 217(2 A) of the
Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures; (ii) that the directors had selected
such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit or loss of the Company for that
period;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
PUBLIC DEPOSITS
No public deposit were invited or accepted during the year under
report.
INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
A. Conservation of Energy: The Companys operation involves no energy
consumption.
B. Form of Disclosure of particulars with respect to absorption of
Technology and Development of R & D.
i) Research and Development: The Company does not have any R&D Division
and Companys Operations does not require this type of establishment.
ii) Technology absorption, adoption and innovation: The Company has not
imported any technology due to its nature of operation.
iii) Foreign Exchange earnings and outgoing : The Company has no
activities related to export of its services.
The Company earned Foreign Exchange worth Rs. 37,94,878/- during the
year (Previous year - Rs. 1,01,41,365/-). The
Company has remitted foreign exchange worth Rs. 18,52,213/- (Previous
year - Rs. 2,32,098/-) on account of freight paid by overseas
constituents on our behalf and/or freight collected by the Company on
their behalf. The Company has also incurred Rs. 17,47,201/- (Previous
year - Rs. 48,-50,345/-) by way of foreign tours for business purposes.
AUDIT REPORT
About the observations made by auditors in Clause (xxi) of Annexure to
their report, the board of directors wish to state that appropriate
legal action have been taken in the matter.
CODE OF CONDUCT
The Board of Directors has laid down a code of conduct applicable to
the Board of Directors and Senior Management, which is available on the
Companys website. All Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
CORPORATE GOVERNANCE
Your company has always striven to incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of Corporate Governance as prescribed
under the Listing Agreements of the Stock Exchanges, with which the
Company is listed, are complied with.
A certificate of compliance from the Auditors together with a report on
Corporate Governance forms part of this Report. CAUTIONARY NOTE
The statements forming part of the Directors Report may contain
certain forward looking statements within the meaning of applicable
securities laws and regulations. Many factors could cause the actual
results, performances or achievements of the Company to be materially
different from any future results, performances or achievements that
may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENTS
Your Directors wish to record their sincere appreciation of the efforts
put in by all the staff members of your Company and of their commitment
during the period.
Your Directors also take this opportunity to acknowledge the
cooperation and assistance of Financial Institutions, Banks and various
Central and State Government Departments and Agencies.
Finally, your Directors owe their gratitude to all the Customers and
Shareholders for their continued support to the Company.
By order of the Board
Place: Kolkata Ashish Agarwal
Date : July 12,2010 Managing Director
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