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ABC India Directors Report, ABC India Reports by Directors
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ABC India
BSE: 520123|ISIN: INE125D01011|SECTOR: Transport
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« Mar 09
Directors Report Year End : Mar '10
The Directors hereby present the 37th Annual Report of the Company
 together with Audited Accounts for the year ended 31st March, 2010:
 
 
                                                    (Rs. in Lacs) 
 
 FINANCIAL RESULTS                       As on 31.03.2010   Previous Year
 
 Turnover                                           14677   16364
 
 Profit before Taxation and Depreciation              410     834
 
 Depreciation                                         241     228 
 
 (Net of depreciation on revalued assets
 
 transferred from Capital Reserve)
 
 Profit before Taxation                               169     606
 
 Provision for Taxation                                61     180
 
 Profit after Taxation                                108     426
 
 Add : Balance of Profit & Loss Account brought 
 
 forward                                              865     433
 
                                                      973     859
 
 Less : Tax adjustment for earlier year                28     (6)
 
 Profit available for appropriation                   945     865
 
 Appropriation :
 
 Proposed Dividend                                     27     -
 
 Tax on proposed dividend                               4     -
 
 Transfer to General Reserve                           30     -
 
 Balance carried forward to Balance Sheet             884     865
 
 
 SERVICES AND EARNINGS
 
 Companys total earnings including other income for the year amounted
 to Rs.14,677 lacs as compared with the previous year
 
 total earnings of Rs. 16,364 lacs.
 
 DIVIDEND
 
 The Directors recommend for your approval for payment of dividend @ Rs.
 0.50 per Equity Share of Rs. 10/- each for the year ending 31.03.2010.
 (Previous year Nil). The total amount of dividend including Income Tax
 thereon would amount to Rs. 31 lacs (Previous year Nil).
 
 OUTLOOK
 
 During the year under review, the Company actively pursued its
 marketing and operational function to improve its activities in
 providing logistics solutions to its customers. The demand for such
 service requirement was subdued in the year due to economic slowdown
 with apparent recovery from slowdown, the Company is working towards
 achieving its business from ongoing as well as new projects in major
 infrastructure sector. However, performance of the company in current
 year and coming years shall largely depend on improvement in economic
 situation, and successful completion of jobs in hand.
 
 Project Cargo Division is continuosly thriving to improve its
 capabilities. Petrol Pump segment has shown satisfactory performance.
 The Company expects to improve its performance in all segments in
 coming year.
 
 HUMAN RESOURCES
 
 Training and development of its human resources continued to be an area
 of prime focues. The Company has developed its human resources to meet
 the challenges of growing quality perspective by the customers. In view
 of increased competition in market environment due to economic
 slowdown, the human resources of the company are being geared up to
 deliver better quality services to meet the competition.
 
 EMPLOYEES STOCK OPTION SCHEME, 2007
 
 Members approval was obtained at the Annual General Meeting held on
 July 31,2007 for introduction ot Employees Stock Option Scheme.
 
 Employees Stock Option Scheme was approved and implemented by the
 Company and Options were granted to employees in accordance with the
 Securities and Exchange Board of India (Employees Stock Option Scheme
 and Employees Stock Purchase Scheme) Guidelines, 1999, (the SEBI
 Guidelines). The Compensation Committee, constituted in accordance with
 the SEBI Guidelines, administers and monitors the Scheme.
 
 The Applicable disclosure as at March 31,2009, stipulated under the
 SEBI Guidelines are given as follows:
 
 a) - Options Granted   1,23,230
 
 b) The Pricing Formula 
 
 For all option vesting on or before 1st November, 2008,
 
 exercise price is Rs. 50/- and for all options vesting after 1st
 
 November, 2008 the exercise price shall be Rs. 55/- for each share.
 
 c) Options vested      96,758
 
 d) Options exercised   Nil
 
 e) The total number of shares arising
 
 as a result of exercise of Options Not Applicable
 
 f) Options lapsed 33,470
 
 g) Variation of the terms of Options None
 
 h) Money realized by exercise of Options Not Applicable
 
 i) Total number of Options in force 89,760
 
 j) Employee wise details of Options granted to
 
 1.  Senior Management Personnel
 
 Mr. Binoy Krishna Dhar           3300
 
 Mr. Sunder Gopal Das              910
 
 Mr. Ishwar Chandra Sharma        1080
 
 Mr. V. Chatrapathi                880
 
 Mr. C. K. Ojha                   1300
 
 Mr. J. S. Jadav                   390
 
 Mr. Parameshwar Lal Tamrayat      430
 
 Mr. M. V. K. S. R. Sharma         310
 
 Mr. Raveender Kr. Sharma          960
 
 Mr. Kamal Kr. Makharia           1190
 
 Mr. Sanjay Agarwal               1020
 
 Mr. R. P. Shah                   3600
 
 Mr. Sushil Kumar Pransukhka      2460
 
 Mr. Ved Prakash                  1180
 
 Mr. Mihir Mani Tripathi          1280
 
 Mr. Arun Kumar Thirani           1160
 
 Mr. Surendra Pd. Tiwari           510
 
 Mr. Ramesh Kr. Bansal            1030
 
 Mr. Ram Nawal Yadav               670
 
 Mr. T. Chakraborty               1000
 
 Mr. Avdhesh Gautam                400
 
 
 2.  Any other employee who received a grant in any     Nil 
 
 one year of Options amounting to 5% or more of 
 
 Options granted during
 
 that year.
 
 3.  Identified employee who were granted Options,      Nil 
 
 during any one
 
 year, equal to or exceeding 1% of the issued 
 capital (excluding
 
 outstanding warrants and conversions) of the 
 
 Company at the time of
 
 grant.
 
 k) Diluted Earnings Per Share (EPS) before             Not Applicable
 
 exceptional items pursuant to issue of 
 
 shares on exercise of Options
 calculated in accordance with Accounting 
 
 Standard (AS) 20 Earnings Per Share
 
 I) Where the company has calculated the employee compensation cost
 using the intrinsic value of the stock options, the difference between
 the employee compensation cost so computed and the employee
 compensation cost that shall have been recognized if it had used the
 fair value of the options, shall be disclosed. The impact of this
 difference on profits and on EPS of the company shall also be
 disclosed.
 
 The company has calculated the employee compensation cost using the
 intrinsic value of the stock option. The effect on the net income and
 earning per share, had the fair value method been adopted is described
 below :
 
 Net Income                           Rs. in Lakhs
 
 As reported                              108 
 
 Add: Intrinsic value
 
 compensation cost                        Nil
 
 Less : Fair value compensation           57
 
 Adjusted Net Income                      51
 
 Earning Per Share as reported      Rs. 1.48
 
 As adjusted Rs. 0.41
 
 Weighted average price per option Rs. 53.01
 
 Weighted average fair value per option Rs. 63.87
 
 m) Weighted-average exercise prices and weighted average fair values of
 options shall be disclosed separately for options whose exercise price
 either equals or exceeds or is less than the market price of the stock.
 
 n) A description of the method and significant assump- tions used
 during the year to estimate the fair values of options.
 
 The fair value of options is estimated using the
 
 Black Scholes Option Pricing Model after
 applying the following key assumptions on weighted average basis
 
 (1) Risk free interest rate                  8.00%
 
 (2) Expected life                       1.38 years
 
 (3) Expected volatility                        30%
 
 (4) Expected dividends                         Nil
 
 (5) Price of the underlying share 
 
 in market at the
 
 time of option grant               Rs.45.10/Rs. 39
 
 A certificate from the Auditors in terms of Clause 14 SEBI (Employees
 Stock Option Scheme and Employees Stock Purchase
 
 Scheme) Guidelines, 1999, shall be placed before the shareholders at
 the ensuring Annual General Meeting.
 
 DIRECTORS
 
 Dr. Debasis Sengupta, Shri Ashoke Kumar Dutta and Dr. Ashok Agarwal
 retire by rotation and being eligible, offer themselves for
 reappointment.
 
 AUDITORS
 
 M/s. Agarwal Kejriwal & Co., Chartered Accountants, Statutory Auditor
 retires at the conclusion of the ensuing Annual General Meeting and
 being eligible, offer themselves for reappointment. The Company has
 received a Certificate from the auditors to the effect that their
 reappointment, if made, will be in accordance with the provisions of
 Section 224 (1B) of the Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees of the Company were in receipt of remuneration
 exceeding limits prescribed under Section 217(2 A) of the
 Companies Act, 1956.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 state:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures; (ii) that the directors had selected
 such accounting policies and applied them consistently and made
 judgments and estimates that are reasonable and prudent so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the financial year and of the profit or loss of the Company for that
 period;
 
 (iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the directors had prepared the annual accounts on a going
 concern basis.
 
 PUBLIC DEPOSITS
 
 No public deposit were invited or accepted during the year under
 report.
 
 INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
 THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
 
 A.  Conservation of Energy: The Companys operation involves no energy
 consumption.
 
 B.  Form of Disclosure of particulars with respect to absorption of
 Technology and Development of R & D.
 
 i) Research and Development: The Company does not have any R&D Division
 and Companys Operations does not require this type of establishment.
 
 ii) Technology absorption, adoption and innovation: The Company has not
 imported any technology due to its nature of operation.
 
 iii) Foreign Exchange earnings and outgoing : The Company has no
 activities related to export of its services. 
 
 The Company earned Foreign Exchange worth Rs. 37,94,878/- during the 
 year (Previous year - Rs. 1,01,41,365/-). The
 
 Company has remitted foreign exchange worth Rs. 18,52,213/- (Previous
 year - Rs. 2,32,098/-) on account of freight paid by overseas
 constituents on our behalf and/or freight collected by the Company on
 their behalf. The Company has also incurred Rs. 17,47,201/- (Previous
 year - Rs. 48,-50,345/-) by way of foreign tours for business purposes.
 
 AUDIT REPORT
 
 About the observations made by auditors in Clause (xxi) of Annexure to
 their report, the board of directors wish to state that appropriate 
 legal action have been taken in the matter.
 
 CODE OF CONDUCT
 
 The Board of Directors has laid down a code of conduct applicable to
 the Board of Directors and Senior Management, which is available on the
 Companys website. All Board Members and Senior Management personnel
 have affirmed compliance with the code of conduct.
 
 CORPORATE GOVERNANCE
 
 Your company has always striven to incorporate appropriate standards
 for good corporate governance. It has taken adequate steps to ensure
 that all mandatory provisions of Corporate Governance as prescribed
 under the Listing Agreements of the Stock Exchanges, with which the
 Company is listed, are complied with.
 
 A certificate of compliance from the Auditors together with a report on
 Corporate Governance forms part of this Report.  CAUTIONARY NOTE
 
 The statements forming part of the Directors Report may contain
 certain forward looking statements within the meaning of applicable
 securities laws and regulations. Many factors could cause the actual
 results, performances or achievements of the Company to be materially
 different from any future results, performances or achievements that
 may be expressed or implied by such forward looking statements.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to record their sincere appreciation of the efforts
 put in by all the staff members of your Company and of their commitment
 during the period.
 
 Your Directors also take this opportunity to acknowledge the
 cooperation and assistance of Financial Institutions, Banks and various
 Central and State Government Departments and Agencies.
 
 Finally, your Directors owe their gratitude to all the Customers and
 Shareholders for their continued support to the Company.
 
 
 
                                      By order of the Board 
 
 Place: Kolkata                           Ashish Agarwal
 
 Date : July 12,2010                     Managing Director
 
 
 
 
Source : Dion Global Solutions Limited
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