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Download Annual Report PDF Format 2014 | 2013 | 2011
Directors Report Year End : Mar '14    « Mar 13
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
Source : Dion Global Solutions Limited
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