Directors Report of Starlog Enterprises Ltd.

Mar 31, 2016

Dear Shareowners,

The Directors have pleasure in presenting the Thirty Second Annual Report on the performance of your Company and the audited statement of accounts for the financial year ended on March 31, 2016.

Financial Results

The performance of the Company for the financial year ended on March 31, 2016 on standalone and consolidated basis is summarized below:

Particulars	Consolidated		Standalone
	2015-16	2014-15	2015-16	2014-15
Gross Receipts	1,32,81,65,717	1,26,1 1,72,621	90,29,56,585	77,43,28,397
Gross Profit before Interest and Depreciation	45,57,89,296	43,47,03,532	52,44,63,447	32,62,98,821
Less : Finance Cost	56,43,24,755	38,12,37,999	29,53,70,439	31,50,13,666
Less : Depreciation	44,53,65,987	42,95,96,33	24,11,35,669	22,59,12,785
Less: Prior Period Income	-	77,95,071	-	1,55,90,142
Loss Before Tax	(55,39,01,446)	(36,83,35,759)	(1,20,42,661)	(19,90,37,490)
Add/(Less): Reversal /(Provision) of Deferred Tax	4,41,89,048	(4,49,68,965)	(46,41,798)	6,21,43,425
Loss After Tax	(59,80,90,494)	(29,75,58,559)	(74,00,863)	(13,68,94,063)
Add : Balance in Profit & Loss Account	(2,11,52,72,295)	(1,98,91,25,675)	15,17,38,454	28,86,32,517
Closing Balance of Profit & Loss Account	(2,71,93,37,632)	(2,11,52,72,295)	14,43,37,591	15,17,38,454

Operating Results and Business

During the year under review, your Company recorded Gross Receipts of Rs. 90.29 Crore vis-a-vis Rs. 77.43 Crore in the previous year. Your Company has recorded net loss of Rs. 0.74 Crore vis-a-vis a net loss of Rs. 13.68 Crore in the previous financial year.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfer of Amount to Investor Education and Protection Fund

During the year under review, an amount of Rs. 4, 83,900, being interim unclaimed/unpaid dividend of the Company for the financial year March 31, 2008 was transferred on August 24, 2015 to Investor Education and Protection Fund (IEPF). An amount of Rs. 1, 83,920 being final unclaimed/unpaid dividend of the Company for the financial year ended March 31, 2008 was transferred on February 20, 2016 to IEPF.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".

Directors/Key Managerial Personnel

In terms of Articles of Association of the Company, Mr. Kamlesh Kumar Agarwal, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment at the ensuing AGM.

The brief resume of Mr. Kamlesh Kumar Agarwal, Director who is to be re-appointed at the ensuing AGM , nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee membership/ chairmanship etc., are furnished in the notes to the Notice forming part of the Annual Report.

All Independent Directors of the Company have given declaration that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE. Mr. H.P. Prabhu, Independent Director of the Company resigned from the Board w.e.f. May 20, 2015.

During the year under review, Mr. H.P Prabhu resigned as Independent Director of the Company w.e.f. May 20, 2015 due to personal reasons. Mr. Prafulla Kumar Sinha resigned as Chief Financial Officer of the Company w.e.f. January 31, 2016 on reaching his age of superannuation.

Change of name of the Company

During the year under review, the name of the Company was changed to "Starlog Enterprises Limited" w.e.f. October 14, 2015. The change was carried out to give a fresh identity to the Company.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year under review, 12 Board Meetings and 4 Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors'' Responsibility Statements:

Pursuant to the requirements under Section 134(3)(c) of Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) I n the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable Accounting Standards have been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;

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

iv) the Directors have prepared the accounts for the year ended on March 31, 2016 on a going concern basis;

v) the internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

Auditors and Auditors'' Report

M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing AGM and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company. The Board recommends their re-appointment from the conclusion of the ensuing AGM until the conclusion of the next AGM of the Company.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanation. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shravan A Gupta & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

Related Party Transactions

In terms of the SEBI Listing Regulations, 2015 (erstwhile Clause 49 of the Listing Agreement), the Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the web-link http://abgworld.com/html/Corporate.html

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO.

The details of related party transactions entered into by the Company are provided in Form AOC-2 annexed herewith as "Annexure C". Business Risk Management

Pursuant to the requirement of Section 134 of the Companies Act, 2013, a risk management policy has been framed by the Company indicating the identification of risk related to the business of the Company which may threaten the existence of the Company. This policy defines the risk management approach across the organization at various levels including documentation and reporting.

Vigil Mechanism/Whistle Blower Policy

The company has framed a Vigil Mechanism policy to deal with instance of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Familiarization Programme of Independent Directors

Your Company has adopted a "Familiarisation Programme for Independent Directors" to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarization programme may be accessed at the web-link http://abgworld.com/html/Corporate.html

As a part of its familiarization programme of Independent Directors, the Company also organized a formal training for its Independent Directors.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries as approved by their respective board of directors have been prepared in accordance with Accounting Standard (AS) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during the month of November 2015.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The report on corporate governance as stipulated under Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, is attached to the report on corporate governance.

Subsidiaries

The Company has the following subsidiaries:

1. Starlift Services Private Limited (erstwhile ABG Kolkata Container Terminal Private Limited)

2. Kandla Container Terminal Private Limited

3. Starport Logistics Limited (erstwhile ABG Ports Limited)

4. ABG Projects & Services Limited (U.K.)

5. West Quay Multiport Private Limited

The following are the step down subsidiaries of the Company:

1. India Ports & Logistics Private Limited

2. ABG Turnkey Private Limited

3. Dakshin Bharat Gateway Terminal Private Limited The following are Associates of the Company:

1. ALBA Asia Private Limited

2. Haldia Bulk Terminals Private Limited

3. ALBA Marine Private Limited

4. Tuticorin Coal Terminal Private Limited

5. Vizag Agriport Private Limited

6. ALBA Ennore Private Limited

The description of operation of your Subsidiaries and Associates is briefly described below:

Starlift Services Private Limited (erstwhile ABG Kolkata Terminal Private Limited) during the year under review the name of the Company was changed to Starlift Services Private Limited. Starlog Enterprises Limited sold 15% of its holding in the Company to Magseas Maritime Services Pte Limited. Pursuant to such sale Starlog Enterprises Limited now holds 84.98% of shares of Starlift Services Private Limited.

Kandla Container Terminal Private Limited was incorporated for operating the Container Terminal at Kandla Port on BOT basis. It terminated its contract with Kandla Port Trust vide its letter dated November 9, 2012 due to the failure of Kandla Port Trust in meeting its obligations as per the license agreement. Kandla Port Trust has taken over the Terminal. The matter is under arbitration.

ALBA Asia Private Limited is operating Mobile Harbour Cranes (MHCs) at New Mangalore and Visakhapatnam ports. The aggregate volume handled by the MHCs at Vishakhapatnam was 3.18 million metric tonnes compared to 4.9 million metric tonnes in the previous year. The aggregate volume handled by the MHCs at New Mangalore was 1.05 million tonnes compared to 0.8 million in the previous year.

ALBA Marine Private Limited obtained a stevedoring License from VO. Chidambaranar Port Trust ("VOCPT") for undertaking the stevedoring activities. The Company is finalising the business model for stevedoring activities at VOCPT and Visakhapatnam Port Trust.

Tuticorin Coal Terminal Private Limited ("TCTPL") has achieved more than 80% progress in development of NCB-II berth at Tuticorin. There has been delay in commissioning of project due to pending clearances from Government of India. If all clearances are received, Company will be able to commence operation by second halfof the financial year. This terminal will cater to the needs of the thermal power plants in the vicinity of Tuticorin.

West Quay Multiport Private Limited ("WQMPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing WQ-6 berth for handling the dry bulk cargo on DBFOT basis. The Company has started the commercial operations at the WQ6 Terminal in August, 2015.

Vizag Agriport Private Limited ("VAPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing the EQ-7 berth for handling the bulk fertiliser cargo on DBFOT basis. This berth will be one of the largest fully mechanised fertilizer berth in Public Private Partnership in India. The project is presently under implementation.

Haldia Bulk Terminals Private Limited ("HBT")was incorporated for operating bulk cargo at Haldia Port. Due to breaches of Kolkata Port Trust (KoPT) and its renunciation of acting as required under the Agreement, the Company terminated its contract with KoPT on October 31, 2012. During the year, the Company received relief from Kolkata High Court that it can take out the operating fixed assets from the premises of KoPT and can deploy them for business purpose at any other location in India. The Company is exploring the possibility of deploying its assets for generating revenues.

Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) signed a 30 year Concession Agreement with the VO. Chidambaranar Port Trust ("VOCPT") for conversion of Eighth Berth at VO. Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis. The project is presently under implementation. Presently it handles containers using vessel gears till the terminal is equipped in terms of the Concession Agreement.

Fixed Deposit

Your Company has not accepted any Fixed Deposits within the meaning of sections 73 of the Companies Act, 2013 from the public during the year ended on March 31, 2016.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Pecuniary relationships with Independent Directors

The Company paid sitting fees to Independent Directors (IDs) for attending the meetings.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014.The information related to Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part of the Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

Acknowledgement

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued unstinted support.

For and on behalf of the Board of Directors

Kamlesh Kumar Agarwal

Chairman

Date: May 31, 2016

Place: London. U.K.

---

Mar 31, 2015

Dear Shareowners,

The Directors have pleasure in presenting the Thirty First Annual Report on the performance of your Company and the audited statement of accounts for the financial year ended on March 31, 2015.

Financial Results

The performance of the Company for the financial year ended on March 31, 2015 on standalone and consolidated basis is summarized below:

Particulars Consolidated Standalone

2014-15 2013-14 2014-15 2013-14

Gross Receipts 1,26,11,72,621 1,13,18,13,247 77,43,28,397 76,34,18,157

Gross Profit before Interest and Depreciation 43,47,03,532 31,18,12,708 32,62,98,821 39,71,86,374

Less : Finance Cost 38,12,37,999 59,56,04,420 31,50,13,666 32,22,04,524

Less : Depreciation 42,95,96,363 60,20,33,161 22,59,12,785 35,00,15,528

Add/Less : Prior Period Income 77,95,071 - 1,55,90,142 -

Profit/(Loss) Before Tax (36,83,35,759) (88,58,24,873)(19,90,37,490)(27,50,33,678)

Add/Less: Current Tax (MAT) 1,04,31,490 2,24,21,594 - -

Add/(Less): Reversal / (Provision) of Deferred Tax (6,83,04,552) (11,53,53,102) (6,21,43,425) (9,20,42,715)

Add/ Less : Minority Interest 1,29,04,097 16,94,90,010 - -

Profit/(Loss) After Tax (29,75,58,599) (62,34,03,355)(13,68,94,065)(18,29,90,961)

Opening Balance in Profit & Loss Account (1,98,91,25,675) (1,37,94,93, 727) 28,86,32,520 47,16,23,481

Closing Balance of Profit & Loss Account (2,11,52,72,295)(1,98,91,25,675) 15,17,38,455 28,86,32,520

Operating Results and Business

During the year under review, your Company recorded Gross Receipts of Rs.77.43 crore vis-à-vis Rs.76.34 crore in the previous year. Your Company has recorded net loss of Rs.13.69 crore vis-a-vis a net loss of Rs.18.30 crore in the previous financial year.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2006-07 which remained unpaid /unclaimed for a period of 7 years, amounting to Rs.1,74,483/- has been transferred by the Company to the Investors' Education and Protection Fund (IEPF).

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".

Directors/Key Managerial Personnel

In terms of Articles of Association of the Company, Mr. Kamlesh Kumar Agarwal, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment at the ensuing AGM.

The brief resume of Mr. Kamlesh Kumar Agarwal, Director who is to be re-appointed at the ensuing AGM , nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee membership/ chairmanship etc., are furnished in the notes to the Notice forming part of the Annual Report.

In terms of provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and based on the recommendations of Nomination and Remuneration Committee of the Board of Directors, Mrs. Kumkum Agarwal (DIN:00944021) was appointed as Additional Director of the Company w.e.f. March 31, 2015. Mrs. Kumkum Agarwal holds the office of Additional Director till the conclusion of the Annual General Meeting. The Board of Directors of the Company recommends her appointment as Director of the Company liable to retire by rotation.

The brief resume of Mrs. Kumkum Agarwal, Additional Director who is to be appointed at the ensuing AGM as Director liable to retire by rotation, nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee membership/ chairmanship etc., are furnished in the notes to the Notice forming part of the Annual Report.

All Independent Directors of the Company have given declaration that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE. Mr. H.P. Prabhu, Independent Director of the Company resigned from the Board w.e.f. May 20, 2015.

The Board of Directors had on the recommendation of the Audit Committee and Nomination & Remuneration Committee appointed Mr. Prafulla Kumar Sinha as Chief Financial Officer of the Company w.e.f. March 31, 2015.

Change of name of the Company

The Board of Directors of the Company vide Circular Resolution dated August 24, 2015 had approved change of name of the Company from the current name of "ABG Infralogistics Limited" to "Starlog Enterprises Limited" and filed the application for the same with Registrar of Companies, Maharashtra, Mumbai. The Registrar of Companies, Maharashtra, Mumbai vide its letter dated August 26, 2015 gave its approval for availability of the proposed name.

The change in name of the Company shall benefit the Company with an independent identity as well as encompassing the diverse business prospects of the Company.

The Board of Directors of the Company recommends the change of name of the Company.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year 10 Board Meetings and 6 Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors' Responsibility Statements:

Pursuant to the requirements under Section 134(3)(c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

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

iv) the Directors have prepared the accounts for the year ended on March 31, 2015 on a going concern basis;

v) the internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

Auditors and Auditors' Report

M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing AGM and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company.

The Board recommends their re-appointment from the conclusion of the ensuing AGM until the conclusion of the next AGM of the Company. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further explanation.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shravan A Gupta & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

Related Party Transactions

In terms clause 49 of the Listing Agreement, Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the web-link http://abgworld.com/html/Corporate.html

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO.

The details of related party transactions entered into by the Company are provided in Form AOC-2 annexed herewith as "Annexure C".

Business Risk Management

Pursuant to the requirement of Section 134 of the Companies Act, 2013, a risk management policy has been framed by the Company indicating the identification of risk related to the business of the Company which may threaten the existence of the Company. This policy defines the risk management approach across the organization at various levels including documentation and reporting.

Vigil Mechanism/Whistle Blower Policy

The company has framed a Vigil Mechanism policy to deal with instance of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Familiarisation Programme of Independent Directors

Your Company has adopted a "Familiarisation Programme for Independent Directors" to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively.

The details of familiarisation programme may be accessed at the web-link http://abgworld.com/html/Corporate.html

As a part of its familiarisation programme of Independent Directors, the Company also organized a formal training for its Independent Directors.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries as approved by their respective board of directors have been prepared in accordance with Accounting Standard (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the report on corporate governance.

Subsidiaries

The Company has the following subsidiaries:

1. ABG Kolkata Container Terminal Private Limited

2. Kandla Container Terminal Private Limited

3. ABG Ports Limited

4. ABG Projects & Services Limited (U.K.)

5. West Quay Multiport Private Limited

The following are the step down subsidiaries of the Company:

1. India Ports & Logistics Private Limited (formerly ABG Container Handling Private Limited)

2. ABG Turnkey Private Limited

3. Dakshin Bharat Gateway Terminal Private Limited

During the year under review the following companies which were subsidiaries until last year have become Jointly Controlled Companies:

1. ALBA Asia Private Limited

2. Haldia Bulk Terminals Private Limited

3. ALBA Marine Private Limited

4. Tuticorin Coal Terminal Private Limited

5. Vizag Agriport Private Limited

6. ALBA Ennore Private Limited Associate Company

1. South West Port Limited

The description of operation of your Subsidiaries, Jointly Controlled Entities and Associates Companies is briefly described below:

ABG Kolkata Terminal Private Limited (ABGKCTPL) during the year under review the operations of ABGKCTPL at berth no 4 and 8 of Netaji Subhash Dock of Kolkata Port Trust were closed on 21st November 2014 at 6.00 a.m. pursuant to the completion of the contract awarded to ABGKCTPL for a period of 10 years. On completion of the contract, ABG Infralogistics Limited has purchased the 49% shareholding held by PSA India Pte Limited in ABG Kolkata Container Terminal Private Limited. Post share purchase the Company holds 99.97% of the shareholding of ABG Kolkata Container Terminal Private Limited.

Kandla Container Terminal Private Limited was incorporated for operating the Container Terminal at Kandla Port on BOT basis. It terminated its contract with Kandla Port Trust vide its letter dated November 9, 2012 due to the failure of Kandla Port Trust in meeting its obligations as per the license agreement. Kandla Port Trust has taken over the Terminal. The matter is under arbitration.

ALBA Asia Private Limited is operating Mobile Harbour Cranes (MHCs) at New Mangalore and Visakhapatnam ports. The aggregate volume handled by the MHCs at Vishakhapatnam was 3.18 million metric tonnes compared to 4.9 million metric tonnes in the previous year. The aggregate volume handled by the MHCs at New Mangalore was 1.05 million tonnes compared to 0.8 million in the previous year.

ALBA Marine Private Limited obtained a stevedoring License from V.O. Chidambaranar Port Trust ("VOCPT") for undertaking the stevedoring activities. The Company is finalising the business model for stevedoring activities at VOCPT and Visakhapatnam Port Trust.

Tuticorin Coal Terminal Private Limited ("TCTPL") has achieved more than 80% progress in development of NCB-II berth at Tuticorin. There has been delay in commissioning of project due to pending clearances from Government of India. If all clearances are received, Company will be able to commence operation by second half of the financial year. This terminal will cater to the needs of the thermal power plants in the vicinity of Tuticorin.

West Quay Multiport Private Limited ("WQMPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing WQ-6 berth for handling the dry bulk cargo on DBFOT basis. The Company has started the commercial operations at the WQ6 Terminal in August, 2015.

Vizag Agriport Private Limited ("VAPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing the EQ-7 berth for handling the bulk fertiliser cargo on DBFOT basis. This berth will be one of the largest fully mechanised fertilizer berth in Public Private Partnership in India. The project is presently under implementation.

Haldia Bulk Terminals Private Limited ("HBT") was incorporated for operating bulk cargo at Haldia Port. Due to breaches of Kolkata Port Trust (KoPT) and its renunciation of acting as required under the Agreement, the Company terminated its contract with KoPT on October 31, 2012. During the year, the Company received relief from Kolkata High Court that it can take out the operating fixed assets from the premises of KoPT and can deploy them for business purpose at any other location in India. The Company is exploring the possibility of deploying its assets for generating revenues.

Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) signed a 30 year Concession Agreement with the V.O. Chidambaranar Port Trust ("VOCPT") for conversion of Eighth Berth at V.O.Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis. The project is presently under implementation.Presently it handles containers using vessel gears till the terminal is equipped in terms of the Concession Agreement.

Fixed Deposit

Your Company has not accepted any Fixed Deposits within the meaning of sections 73 of the Companies Act,2013 from the public during the year ended on March 31, 2015.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company on any working days between 10.00 am to 12.00 noon upto the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

a) Variations in the market capitalisation of the Company, price-earnings ratio as at the closing date of current financial year and percentage increase or decrease in the market quotations of the shares of the Company:

Date Issued Capital Closing Market EPS (shares) Price per share in Rs.

31.03.2014 1,19,66,985 55.85 -15.29

31.03.2015 1,19,66,985 168.90 -11.44

Increase/Decrease - 113.05 3.85

% of increase/decrease - 202 25.18%

Issue Price of the Share at the last - 10 - IPO

Increase in market price as on - 158.90 - 31.03.2015 as compared to issue price of IPO

Increase in % - 1589% -

Date P-E Ratio Market Capitalisation (in Crore Rs.)

31.03.2014 -3.65 66.83

31.03.2015 -14.76 202.12

Increase / Decrease -11.11 135.29

% of increase/decrease -304% 202

Issue Price of the Share at the last IPO - -

Increase in market price as on 31.03.2015 as compared to issue price of IPO - -

Increase in % - -

b) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year ie. 2014-15 was Nil

c) Key parameters for any variable component of remuneration availed by the Directors: N.A.

d) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : N.A.

e) The Company affirms that the remuneration is as per the Remuneration policy of the Company.

Pecuniary relationships with Independent Directors

The Company paid sitting fees to Independent Directors (IDs) for attending the meetings. The sitting fees paid

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014.The information related to Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part of the Annual Report.

Acknowledgement

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued unstinted support.

For and on behalf of the Board of Directors

Kamlesh Kumar Agarwal

Chairman

Date: August 26, 2015

Place: Mumbai

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirtieth Annual Report on the performance of your Company and the audited statement of accounts for the financial year ended on March 31,2014.

Financial Results

The performance of the Company for the financial year ended on March 31, 2014 on standalone basis is summarized below:

Particulars Amount (in Rs.)

2013-14 2012-13

Gross Receipts 76,34,18,157 1,04,88,04,044

Gross Profit before Interest and Depreciation 39,71,86,375 58,51,16,645

Less : Finance Cost 32,22,04,523 33,17,73,880

Less : Depreciation 35,00,15,528 36,93,75,179

Profit /(Loss) Before Tax (27,50.33.676) (11,60.32.414)

Add/(Less): Reversal/(Provision) of Deferred Tax 9,20,42,715 5,32,25,501

Profit/(Loss) After Tax (18,29,90,961) (6,28,06,913)

Add : Balance in Profit & Loss Account 47,16,23,479 53,44,30,392

Closing Balance of Profit & Loss Account 28,86,32,518 47,16,23,479

Operating Results and Business

During the year under review, your Company recorded Gross Receipts of Rs. 76.34 crore vis-a-vis Rs. 104.88 crore in the previous year. Your Company has recorded net loss of Rs. 18.29 crore vis-a-vis a net loss of Rs. 6.28 crore in the previous financial year.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfer of Amount to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2005-06 which remained unpaid /unclaimed for a period of 7 years, amounting to Rs. 1,64,824/- has been transferred by the Company to the Investors'' Education and Protection Fund (IEPF).

Directors

In terms of Articles of Association of the Company, Mr. Kamlesh Kumar Agarwal, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment at the ensuing AGM.

The brief resume of Mr. Kamlesh Kumar Agarwal, Director who is to be re-appointed at the ensuing AGM, nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee membership/ chairmanship etc., are furnished in the Annexure to the Notice forming part of the Annual Report.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. H P Prabhu, Mr. R G Govindrajpuram and Mr. Ravishankar Gopalan are proposed to be appointed as Independent Directors for a term of five consecutive years starting from April 1, 2014 and ending on March 31, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Directors'' Responsibility Statements:

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

i) in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies 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 March 31, 2014 and of the loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts for the year ended on March 31, 2014 on a going concern basis.

Auditors and Auditors'' Report

M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing AGM and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company. The Board recommends their re-appointment from the conclusion of the ensuing AGM until the conclusion of the next AGM of the Company.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanation.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries as approved by their respective board of directors have been prepared in accordance with Accounting Standard (AS-21) on ''Consolidated Financial Statements'' notified under Section 211(3C) of the Companies Act, 1956 read with Companies (Accounting Standards) Rules, 2006, as applicable.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the report on corporate governance.

Subsidiaries

The Company has the following subsidiaries:

1. ABG Kolkata Container Terminal Private Limited

2. Kandla Container Terminal Private Limited (formerly ABG Kandla Container Terminal Limited)

3. ABG Ports Limited

4. ABG Projects & Services Limited (U.K.)

5. West Quay Multiport Private Limited

And the following are the step down subsidiaries of the Company:

1. ALBA Asia Private Limited

2. Haldia Bulk Terminals Private Limited

3. ALBA Marine Private Limited

4. ABG Container Handling Private Limited

5. ABG Turnkey Private Limited

6. Tuticorin Coal Terminal Private Limited

7. Vizag Agriport Private Limited

8. Dakshin Bharat Gateway Terminal Private Limited

9. ALBA Ennore Private Limited

The description of operation of your subsidiaries is briefly described below:

ABG Kolkata Terminal Private Limited operates at berths 4 and 8 of Netaji Subhash Dock (NSD) system of Kolkata Port Trust and is engaged in handling containers at these berths.

Kandla Container Terminal Private Limited was incorporated for operating the Container Terminal at Kandla Port on BOT basis. It terminated its contract with Kandla Port Trust vide its letter dated November 9, 2012 due to the failure of Kandla Port Trust in meeting its obligations as per the license agreement. Kandla Port Trust has taken over the Terminal. The matter is under arbitration.

ALBA Asia Private Limited is operating Mobile Harbour Cranes (MHCs) at New Mangalore and Visakhapatnam ports. The aggregate volume handled by the MHCs at Vishakhapatnam was 3.18 million metric tonnes compared to 4.9 million metric tonnes in the previous year. The aggregate volume handled by the MHCs at New Mangalore was 1.05 million tonnes compared to 0.8 million in the previous year.

ALBA Marine Private Limited obtained a stevedoring License from VO. Chidambaranar Port Trust ("VOCPT") for undertaking the stevedoring activities. The Company is finalising the business model for stevedoring activities at VOCPT and Visakhapatnam Port Trust.

Tuticorin Coal Terminal Private Limited ("TCTPL") has achieved more than 80% progress in development of NCB-II berth at Tuticorin. There has been delay in commissioning of project due to pending clearances from Government of India. If all clearances are received, Company will be able to commence operation by first quarter of 2015. This terminal will cater to the needs of the thermal power plants in the vicinity of Tuticorin.

West Quay Multiport Private Limited ("WQMPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing WQ-6 berth for handling the dry bulk cargo on DBFOT basis. The Company has already achieved more than 85% progress in developing WQ-6 berth. The commercial operation is likely to commence by end of September, 2014.

Vizag Agriport Private Limited ("VAPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing the EQ-7 berth for handling the bulk fertiliser cargo on DBFOT basis. This berth will be one of the largest fully mechanised fertilizer berth in Public Private Partnership in India. The project is presently under implementation and the commercial operation is likely to commence in 2015.

Haldia Bulk Terminals Private Limited ("HBT") was incorporated for operating bulk cargo at Haldia Port. Due to breaches of Kolkata Port Trust (KoPT) and its renunciation of acting as required under the Agreement, the Company terminated its contract with KoPT on October 31, 2012. During the year, the Company received relief from Kolkata High Court that it can take out the operating fixed assets from the premises of KoPT and can deploy them for business purpose at any other location in India. The Company is exploring the possibility of deploying its assets for generating revenues.

Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) signed a 30 year Concession Agreement with the V.O. Chidambaranar Port Trust ("VOCPT") for conversion of Eighth Berth at VO.Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis. Financial close of the project was achieved on July 8, 2013. The project is presently under implementation. Presently it handles containers using vessel gears till the terminal is equipped in terms of the Concession Agreement.

As per approval granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. However the financial summary of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available these documents and related information upon written request by any shareholder of the Company or subsidiary and will also be hosted on the website of the Company at www. abgworld.com. The annual accounts of the subsidiary companies will also be kept for inspection by shareholders at the Registered Office of the Company and that of respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies.

Fixed Deposit

Your Company has not accepted any Fixed Deposits within the meaning of sections 58A & 58AA of the Companies Act, 1956 from the public during the year ended on March 31,2014.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988. The information related to Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part of the Annual Report.

Acknowledgement

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued unstinted support.

For and on behalf of the Board of Directors

Kamlesh Kumar Agarwal Chairman

Date : May 30, 2014 Place : Mumbai

---

Mar 31, 2013

Dear Shareowners,

The Directors have pleasure in presenting the 29th Annual Report on the performance of your company and the audited statement of accounts for the financial year ended March 31, 2013

Financial Results

The performance of the Company for the financial year ended March 31, 2013 on standalone basis is summarized below:

Amount ( 11-12

2012-13 2011-12

Gross Receipts 1,04,88,04,044 1,55,34,12,191

Gross Profit before Interest and Depreciation 58,51,16,645 98,47,98,794

Less : Finance Cost 33,17.73,880 40,21,28,862

Less : Depreciation 36,93,75,179 42,95,58,407

Profit Before Tax (11,60,32,414) 15,31,11,525

Less : Provision for Taxation - -

Less: Provision of Deferred Tax (5,32,25,501) 4,23,38,054

Less: Short Provision for Tax - -

Profit After Tax (6,28,06,913) 11,07,73,471

Add : Balance in Profit & Loss Account 53,44,30,392 49,91,53,048

Net profit available for appropriation - 60,99,26,519

Less: Appropriations

Interim Dividend (including Dividend Distribution Tax) - 6,43,96,127

Proposed Dividend (including Dividend Distribution Tax) - -

Transfer to General Reserve - 1,11,00,000

Closing Balance of Profit & Loss Account 47,16,23,479 53,44,30,392

Operating Results and Business

During the year under review, your Company recorded a Gross Receipts of Rs. 104.88 crore vis-a-vis Rs. 155.34 crore in the previous year. Your company has recorded a net loss of Rs. 6.28 crore as compared to a net profit after tax of Rs. 11.07 crore in the previous financial year.

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2004-05 which remained unpaid or unclaimed for a period of 7 years, amounting to Rs.1,53,444/- has been transferred by the Company to the Investors'' Education and Protection Fund (IEPF).

Directors

Mr. R.G. Govindrajpuram, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting

The Brief resume of Mr. R.G. Govindrajpuram, Director who is to be re-appointed at the ensuing AGM, nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee membership/ chairmanship etc., are furnished in the Annexure to the notice forming part of the Annual Report.

Directors'' Responsibility Statements:

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

i) in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts for the year ended March 31, 2013 on a going concern basis.

Auditors and Auditors'' Report

M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified from such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanation under Section 217 of the Companies Act, 1956.

Consolidated Financial Statements

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries as approved by their respective board of directors have been prepared in accordance with Accounting Standard (AS-21) on ''Consolidated Financial Statements'' notified under Section 211(3C) of the Companies Act, 1956 read with Companies (Accounting Standards) Rules, 2006, as applicable.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

Subsidiaries

The Company has the following subsidiaries:

1. ABG Kolkata Container Terminal Private Limited

2. ABG Kandla Container Terminal Limited

3. ABG Projects & Services Limited (U.K.)

4. ABG Ports Limited

5. West Quay Multiport Private Limited

And the following are the step down subsidiaries of the Company:

1. ALBA Asia Private Limited (formerly ABG-LDA Bulk Handling Private Limited)

2. Haldia Bulk Terminals Private Limited

3. ALBA Marine Private Limited (formerly ABG-LDA Marine Private Limited)

4. ABG Container Handling Private Limited

5. ABG Turnkey Private Limited

6. Tuticorin Coal Terminal Private Limited

7. Vizag Agriport Private Limited

8. Dakshin Bharat Gateway Terminal Private Limited

The details of operation of your subsidiaries is briefly described below:

ABG Kolkata Terminal Private Limited operates at berths 4 and 8 of Netaji Subhash Dock (NSD) system of Kolkata Port Trust and is engaged in handling containers at these berths.

ABG Kandla Container Terminal Limited operates the Container Terminal at Kandla Port on BOT basis. It has terminated its contract with Kandla Port Trust vide its letter dated November 9, 2012 due to the failure of Kandla Port Trust in meeting its obligations as per the license agreement. The matter is under litigation and as an obligation under the License Agreement, ABG Kandla Container Terminal Limited is operating the terminal under court direction.

ALBA Asia Private Limited (formerly ABG-LDA Bulk Handling Private Limited) is successfully operating Mobile Harbour Cranes (MHCs) at New Mangalore and Vishakhapatnam ports. The performance at Vishakhapatnam was particularly good and the aggregate volume handled by the MHCs was 4.9 million metric tonnes compared to 4.7 million metric tonnes in the previous year.

ALBA Marine Private Limited (formerly ABG-LDA Marine Private Limited) is a subsidiary of ALBA Asia Private Limited. The Company has not undertaken any commercial activity. During the year, the Company has obtained a stevedoring License from V.O. Chidambaranar Port Trust for undertaking the stevedoring activities.

Tuticorin Coal Terminal Private Limited ("TCTPL") is a subsidiary of ALBA Asia Private Limited. The Company has signed a 30 year Concession Agreement with the V.O. Chidambaranar Port Trust ("VOCPT") to develop a Coal handling facility. The project is under implementation and it is hoped that the commercial operations will commence by first quarter of 2014. This terminal will cater to the needs of the thermal power plants in the vicinity of Tuticorin.

West Quay Multiport Private Limited ("WQMPL") is a subsidiary of your Company and has signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing WQ-6 berth for handling the dry bulk cargo on DBFOT basis. The project is presently under implementation and the commercial operation is likely to commence by first quarter of 2014.

Vizag Agriport Private Limited ("VAPL") is a subsidiary of ALBA Asia Private Limited. The Company has signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing the EQ-7 berth for handling the bulk fertiliser cargo on DBFOT basis. VAPL has achieved its financial closure on January 18, 2013.This berth will be one of the largest fully mechanised fertilizer berth in Public Private Partnership in India. The project is presently under implementation and the commercial operation is likely to commence by first quarter of 2015.

Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) is a subsidiary of ABG Container Handling Private Limited and a step down subsidiary of your company. The Company has signed a 30 year Concession Agreement with the V.O. Chidambaranar Port Trust ("VOCPT") for conversion of Eighth Berth at V.O. Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis. DBGT has achieved its financial closure on July 08, 2013. The project is presently under implementation.

As per approval granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. However the financial summary of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available these documents and related information upon written request by any shareholder of the Company or subsidiary interested in obtaining the same and will also be hosted on the website of the Company at www.abgworld.com. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder at the Registered Office of the Company and that of respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies.

Fixed Deposit

Your Company has not accepted any Fixed Deposits within the meaning of sections 58A & 58AA of the Companies Act, 1956 from the public during the year ended March 31, 2013.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is given here under:

*indicates earning for the part of the year

NOTES:

1) The nature of employment is contractual.

2) Remuneration includes salaries, allowances, bonus and expenditure incurred in providing rent free accommodation, medical expenses, value of other perquisites as calculated under the provisions of Income Tax Act and Rules and Company''s contribution to Provident and Pension Fund.

3) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc. in accordance with the Company''s rules.

4) Mr. Saket Agarwal is a relative of Mr. Kamlesh Kumar Agarwal, Director of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988.The information related to Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part of the Annual Report.

Acknowledgement

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued unstinted support.

For and on behalf of the Board of Directors

Kamlesh Kumar Agarwal

Chairman

May 30, 2013

Mumbai

---

Mar 31, 2011

To the Members

The Directors have great pleasure in presenting the Twenty Seventh Annual Report on the performance of your company and the Audited Statement c Accounts for the financial year ended 31st March, 2011.

Financial Highlights:

Particulars Amount (Rs. in Crore) 2010-11 2009-10 Gross Receipts 149.60 155.90

Gross Profit before Interest and Depreciation 91.05 102.20

Less: Interest (35.06) (39.69)

Less: Depreciation (45.20) (46.57)

Net Profit Before Tax 10.25 15.94

Less: Provision for Taxation - (1.55)

Less: Provision of Deferred Tax (1.90) (3.95)

Less: Provision for Fringe Benefit Tax - -

Less: Provision for Tax for earlier year (0.08) (0.01)

Profit After Tax 8.43 10.43

Add: Profit brought forward from earlier year 48.92 45.57

Net profit available for appropriation 57.35 56.00

Interim Dividend (including Dividend Distribution Tax) 6.443 5.98

Proposed Dividend (including Dividend Distribution Tax) Nil Nl1

Transfer to General Reserve 1.00 1.10

Balance Carried to Balance Sheet 49.91 48.92

Operating Results and Business:

During the year under review, out of the Gross Receipts of Rs. 149.60 crore, your company recorded operational income of Rs. 145.20 crore as compared Rs. Rs. 137.00 crore in the previous year, thus registering an increase of 5.98%. Your company has earned a net profit after tax of the Company at Rs. 8.43 cror as compared to Rs. 10.43 crore in the previous financial year.

The market for crane rental business witnessed the effect of global slowdown. However, the second half of the year witnessed improvement in deman and hope that the years ahead will offer better business prospects. The year ahead promises good scope for deployment of further cranes. Your compan enjoys competitive edge due to its past reputation and long association with reputed clients.

During the year, a subsidiary of the Company has received a letter of award from Tuticorin Port Trust for "Development of North Cargo Berth-II for handlin Bulk Cargo on Design, Build, Finance, Operate and Transfer Basis".

Buy Back:

During the year, the Company completed Buy Back of 8,53,215 Equity Shares through Tender Offer Method at a price of Rs. 244.50 per Equity Share. Th Equity Shares so bought back constituted 6.66% of the total paid up equity share capital of the Company as on 31st March 2010. The total amount utilize for Buy Back was Rs. 20,86,11,067.50. A sum of Rs. 85,32,150/- was transferred from Securities Premium Account to Capital Redemption Reserve Accounl being the nominal value of equity shares bought back.

Dividend:

An Interim Dividend of 50% i.e. Rs. 5.00 per Equity Share (last year Rs. 4 per Equity Share) was declared on 10th March 2011 for the year 2010-11 and th total outflow on this score was to Rs. 6,43,96,128 (Rupees Six Crore Forty Three Lakh Ninety Six Thousand One Hundred Twenty Eight only), includin Dividend Distribution Tax. No further dividend is being recommended by the Board of Directors of the Company.

Directors:

Mr. Rishi Agarwal and Mr. Haleangadi Panduranga Prabhu, Directors of the Company retire by rotation at ensuing Annual General Meeting.

Directors' Responsibility Statements:

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

i) in the preparation of the Annual Accounts for the year ended March 31,2011, the applicable Accounting Standards had been followed and there is no material departure from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts for the year ended March 31,2011 on a going concern basis.

Auditors and Auditors' Report:

M/s. M. M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and they are not disqualified from such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors' Report, are self-explanatory and do not call for any further explanation.

Consolidated Financial Statements:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11. Consolidated Turnover grew by 14.06% to Rs. 228.63 crore as compared to ? 200.44 crore in the previous year.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

Subsidiaries:

The Company has following subsidiaries namely,

1. ABG Kolkata Container Terminal Private Limited

2. ABG Kandla Container Terminal Limited

3. ABG Projects & Services Limited (U.K.)

4. ABG Ports Private Limited

5. West Quay Multiport Private Limited

And following are the step down subsidiaries namely,

1. ABG-LDA Bulk Handling Private Limited

2. ABG Haldia Bulk Terminals Private Limited

3. ABG-LDA Marine Private Limited

4. ABG Container Handling Private Limited

5. ABG Coastal Private Limited

6. Tuticorin Coal Terminal Private Limited

West Quay Multiport Private Limited and Tuticorin Coal Terminal Private Limited - step down subsidiaries were formed during the year under review. The performance of your subsidiaries is as under:

ABG Kolkata Container Terminal Pvt. Ltd., is handling approx. 66 % of the container traffic of the Kolkata Dock system. Compared with the previous year, the traffic handled registered an increase of 10%.

ABG Kandla Container Terminal Ltd., has completed fourth year of operation. Though the container traffic at the terminal increased by 9% during the year, it is yet to attract enough traffic for its viability. The main issue is that of Kandla Port Trust's non compliance of its obligation in providing committed depth (draft) and night pilotage.

ABG-LDA Bulk Handling Pvt. Ltd. Mobile Harbour Crane (MHCs) business continues to operate at the three Major Ports of New Mangalore, Paradeep and Vishakhapatnam. The performance at Vishakhapatnam was particularly good with the results exceeding the expectations. The aggregate volume handled by the MHCs is in excess of 7.5 million tons in the financial year 2010-11.

ABG Haldia Bulk Terminals Pvt. Ltd. ("AHBT"), commenced commercial operations on 11th Sept 2010 at Haldia Dock Complex of Kolkata Port Trust. AHBT is today successfully operating at Haldia and handled more than 2 million tons of Cargo in little over 6 months, translating into about 4 MMTPA. Since AHBT started operations at Haldia, the productivity of the two berths has more than doubled. This has been widely appreciated by the Port, trade and the end- users alike. These would undoubtedly result in more efficiency in bulk logistics supply chain and reduction in transaction costs to trade.

West Quay Multiport Pvt. Ltd. ("WQMPL"), signed a 30 year Concession Agreement with the Visakhapatnam Port Trust on 31st July 2010 to develop a dry bulk cargo facility. The envisaged project capacity is 5 MMTPA. The financial close for the project has been achieved. The construction activity is expected to commence in the first half of 201 land Commercial operations are likely to commence in 2013.

Tuticorin Coal Terminal Pvt. Ltd. ("TCTPL"), signed a 30 year Concession Agreement with the Tuticorin Port Trust on 11th Sept 2010 to develop a Coal handling facility. The Coal terminal will have a designed capacity of 14 MMTPA. The financial close for the project has been achieved. The construction activity is expected to commence in the first half of 2011 and Commercial operations are likely to commence in 2013. This terminal will cater to the needs of the numerous thermal power plants that are coming up in the vicinity of Tuticorin.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related information upon written request by any shareholder of the Company or subsidiary interested in obtaining the same and will also be hosted on companies website i.e. www.abgworld.com Financial summary of the subsidiary companies, is disclosed in the Annual Report. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary companies concerned.

Fixed Deposit:

Your Company has not accepted any Fixed Deposits within the meaning of sections 58A & 58AA of the Companies Act, 1956 from the public during the year ended March 31,2011.

Particulars of Employees:

Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is given here under:

Name Designation Age Qualifi Experi Date of (Years) -cation -ence Appointment (Years)

Mr. Saket Managing 47 B.Com 27 11.06.84 Agarwal Director

Mr.C. Babu Chief 64 M.Sc. 41 01.12.07 Rajeev Executive Officer

Name Gross Last % of Remuneration employment Equity (Rs.) held shares held

Mr. Saket 71,67,654/- First 64.44 Agarwal employment

Mr. C.Babu 74,82,680/- Secretary to Nil Rajeev Government of India

NOTES:

1) The nature of employment of Mr. Saket Agarwal is contractual while the nature of employment of MR. C. Babu Rajeev is non-contractual.

2) Remuneration includes salaries, allowances, bonus and expenditure incurred in providing rent free accommodation, medical expenses, value of other perquisites as calculated under the provisions of Income Tax Act and Rules and Company's contribution to Provident and Pension Fund.

3) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc. in accordance with the Company's rules.

4) Mr. Saket Agarwal is a relative of Mr. Kamlesh Kumar Agarwal and Mr. Rishi Agarwal, Directors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

i. Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption.

ii. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Nil

Foreign Exchange Used - Rs. 6,96,76,495.19/-

Acknowledgement:

Your Directors place on record their appreciation for the support and co-operation extended by Company's Bankers, Government Bodies, Shareholders and specifically the contribution made by the employees of the Company in the success of the Company during the year under review. Your Directors look forward to their continued unstinted support.

For and on behalf of the Board of Directors

Kamlesh Kumar Agarwal Chairman 30th May, 2011

Regd. Office: 5th Floor, Bhupati Chambers, 13 Mathew Road, Mumbai - 400 004

---

Mar 31, 2010

The Directors feel great pleasure in presenting this Twenty Sixth Annual Report on the performance of your Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

Financial Highlights

Particulars Amount

(Rupees in Crore)

2009-10 2008-09

Gross Receipts 155.90 151.27

Gross Profit before Interest

and Depreciation 102.20 108.66

Less: Interest (39.69) (36.50)

Less: Depreciation (46.57) (61.87)

Profit Before Extra Ordinary

Items and Tax 15.94 10.29

Net Profit Before Tax 15.94 10.29

Less: Provision for Taxation (1.55) (1.34)

Less: Provision of Deferred Tax (3.95) (1.60)

Less: Provision for Fringe Benefit Tax - (0.20)

Less: Provision for Tax earlier year (0.01) -

Profit After Tax 10.43 7.15

Add: Profit brought forward from

earlier year 45.57 45.17

Net profit available for appropriation 56.00 52.32

Interim Dividend (including Dividend

Distribution Tax) 5.98 6.00

Proposed Dividend (including Dividend

Distribution Tax) Nil -

Transfer to General Reserve 1.10 0.75

Balance Carried to Balance Sheet 48.92 45.57

Operating Results and Business

During the year under review, your Company has gross receipts at Rs. 155.90 Crore as compared to Rs. 151.27 Crore in the previous financial year 2008-09. There was an increase of 3.06%. Operating income during the year amounted to Rs. 55.63 Crore as compared to Rs. 46.79 Crore in the previous financial year, resulting in increase of 19%.

Your company has earned a net profit after tax from ordinary activities of the Company at Rs. 10.43 Crore as compared to Rs. 7.15 Crore in the previous financial year 2008-2009, registering an increase of 45.87%.

ABG Kolkata Container Terminal Private Limited (ABGKCTL), a subsidiary of your company has registered high growth in throughput and operational receipts this year also. Year on Year container volume handled by ABGKCTPL as well as operational receipt has grown by 24% which can be considered as very good. During this year ABGKCTPL handled 60% of the container throughput of the Netaji Subhas Dock system at Kolkata Port. The company has achieved gross receipts of Rs. 23.08 Crore as compared to Rs. 20.85 Crore in the previous financial year.

ABG Kandla Container Terminal Limited, a subsidiary of your company has completed third full year of commercial operations at Kandla Port. Container Traffic during the year registered an increase of 7%.

ABG Projects and Services Limited (UK) a subsidiary of your company incorporated in UK holds intellectual properties.

ABG Ports Private Limited, a subsidiary of your Company was incorporated with the objective of consolidation and development of port infrastructure, cargo handling activities and other related business. The Company is bidding for port projects in India.

ABG-LDA Bulk Handling Private Limited (formerly ABG Bulk Handling Private Limited), a subsidiary of your company was incorporated on 18th November 2008 with the objective of handling bulk cargo business at various ports. Presently, it has presence at New Mangalore, Paradip and Visakhapatnam Ports. The company has received equity participation from Louis Dreyfus Armateurs SAS of France.

ABG Haldia Bulk Terminals Private Limited, another subsidiary of your company was incorporated on 22nd May 2009 with the objective of handling bulk cargo business at Haldia Dock Complex, Kolkata Port Trust. The project is in the stage of commissioning.

ABG Coastal Private Limited, a subsidiary of your company was incorporated on 4th September, 2009 with the objective of furthering cargo handling and other related business at various ports. The company has not started any commercial activities as yet.

ABG Container Handling Private Limited, a subsidiary of your company was incorporated on 6th November 2009 with the objective of handling container cargo at various ports and other related business. The company has not started any commercial activities so far.

ABG-LDA Marine Private Limited, a subsidiary of your company was incorporated on 4th February 2010. The company has not started any commercial activities.

Finance:

This year there is increase in the interest cost as compared to last year due to higher level of borrowing for imports of cranes and increase in borrowing cost. The company is taking conscious steps to reduce borrowing cost.

Dividend:

An Interim Dividend of Rs. 4.00 per Equity share (40%) was declared on 13th April, 2010 for the year 2009-2010 and the total outflow on this account was Rs. 6 Crore (including Dividend Distribution Tax). No further dividend is being recommended by the Board of Directors of the Company.

Directors:

Mr. Kamlesh Kumar Agarwal and Mr. R. G. Govindrajpuram, Directors of the Company retire by rotation at ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Board recommends for their re- appointment.

The Company has received approval of Central Government for the re-appointment of Mr. Saket Agarwal as Managing Director of the Company for the period of 3 years w.e.f. 13th September, 2009.

Directors’ Responsibility Statements:

As stipulated under Section 217(2AA) of Companies Act, 1956, your Directors subscribe to "Directors Responsibility Statement" and confirm that:

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

ii) 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 of the company for that period;

iii) the directors had taken proper and sufficient care 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;

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

Auditors:

M/s. M. M. Chaturvedi & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Audit Committee has recommended the re- appointment of M/s. M. M. Chaturvedi & Co. The Company has received a letter from M/s. M. M. Chaturvedi & Co. to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956.

The Auditors comments in their report are self- explanatory, hence do not call for any further clarification.

Fixed Deposit:

Your Company has not accepted any Fixed Deposits within the meaning of sections 58A & 58AA of the Companies Act, 1956 from the public during the year ended March 31, 2010.

Audit Committee:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange, the Company has an Audit Committee comprising of Mr. H. P. Prabhu, Mr. R. G. Govindrajpuram and Mr. G. Ravishankar, independent directors of the Company. Mr. H. P. Prabhu is Chairman of the Committee.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, Management Discussion and Analysis Report, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report. The website of the Company contains, among others, the code of conduct for the Directors and Senior Management adopted by the Company.

Subsidiaries:

The Company has the following subsidiaries:

1. ABG Kolkata Container Terminal Private Limited

2. ABG Kandla Container Terminal Limited,

3. ABG Projects & Services Limited (U.K.)

4. ABG Ports Private Limited

And the following are the step down subsidiaries of the Company:

1. ABG-LDA Bulk Handling Private Limited

2. ABG Haldia Bulk Terminals Private Limited

3. ABG Coastal Private Limited

4. ABG Container Handling Private Limited

5. ABG-LDA Marine Private Limited

In accordance with the provisions laid down in Section 212(1) of the Companies Act, 1956 ("the said Act"), your company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profit & Loss Account of the subsidiaries to its Balance Sheet. In accordance with the provisions of Section 212(8) of the said Act, your company has received exemption from the Central Government granting exemption from the aforesaid requirement; hence these documents are not attached to the Balance Sheet of the Company. Audited Accounts of the subsidiaries of the Company are available at the Registered Office of the Company and also at the Registered Office of the subsidiary companies for inspection by members of the Company and of subsidiary companies. The Company will make available these documents upon prior request by any member of the Company.

A statement pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956 and the summary of the key financials of the subsidiary companies are included in this Annual Report. Pursuant to Clause 32 of the Listing Agreement, Audited Consolidated Financial statements for the year ended 31st March 2010 forms part of the Annual Report.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is given here under:

Name Designation Age Qualification Experience

(Years) (Years)

Mr. Saket Agarwal Managing 46 B.Com 26

Director

Mr. C. Babu Rajeev Chief 63 M.Sc. 40

Executive

Officer

Name Date of Gross Last

Employment Remuneration Employment held

Mr. Saket Agarwal 11. 06. 84 Rs.7,197,417/- First

Employment

Mr. C. Babu Rajeev 01.12.07 Rs.6,821,528/- Secretary to

Government of India

NOTES:

1) The nature of employment of Mr. Saket Agarwal is contractual while the nature of employment of Mr. C. Babu Rajeev is non-contractual.

2) Remuneration includes salaries, allowances, bonus and expenditure incurred in providing rent free accommodation, medical expenses, value of other perquisites as calculated under the provisions of Income Tax Act and Rules and Companys contribution to Provident and Pension Fund.

3) In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc. in accordance with the company’s rules.

4) Mr. Saket Agarwal is a relative of Mr. Kamlesh Kumar Agarwal and Mr. Rishi Agarwal, Directors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption.

The information related to foreign exchange earnings and outgo has been given in the notes forming part of the accounts for the year ended 31st March, 2010.

Acknowledgement

Your Directors place on record their appreciation for the support and co-operation extended by Companys Bankers, Government Bodies, Shareholders and specifically the contribution made by the employees of the Company in the success of the Company during the year under review. Your Directors look forward to their continued unstinted support.

For and on behalf of the Board of Directors

Kamlesh Kumar Agarwal

Mumbai, 29th May, 2010 Chairman