The Directors have pleasure in presenting the 41st Annual Report of the
Company together with Audited Accounts for the year ended 31st March
(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
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.
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).
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.
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
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
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.
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''.
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
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
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
(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
No money was realised in the current financial year by exercise of
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.
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
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.
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,
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
(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
(iv) that the directors have prepared the annual accounts on a going
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
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
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.
The Auditor''s report does not contain any qualification or adverse
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.
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.
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
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.
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.
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