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ABC India
BSE: 520123|ISIN: INE125D01011|SECTOR: Transport & Logistics
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Download Annual Report PDF Format 2011
Directors Report Year End : Mar '13    Mar 12
The Directors have pleasure in presenting the 40th Annual Report of the
 Company together with Audited Accounts for the year ended 31st March
 2013:
 
                                                  (Rs. in Lacs)
 
 FINANCIAL RESULTS                          As on 
                                            31.03.2013  Previous 
                                                        Year
 
 Turnover                                    18,065     25,873
 
 Profit before Taxation and Depreciation      1,727      1,499
 
 Depreciation                                   954        809 
 
 (Net of depreciation on revalued 
 assets transferred from 
 Capital Reserve)
 
 Profit before Taxation                         773        690
 
 Provision for Taxation                         153        204
 
 Profit after Taxation                          620        486
 
 Add: Balance of Profit & Loss 
 Account brought forward                      1,141      1,038
 
 Add: Tax adjustment for earlier year            17         12
 
 Profit available for appropriation           1,778      1,536 
 
 Appropriation:
 
 Proposed Dividend                               81         81
 
 Tax on proposed dividend                        13         13
 
 Transfer to General Reserve                    300        300
 
 Balance carried forward to Balance Sheet     1,384      1,142
 
 SERVICES AND EARNINGS
 
 Company''s total earnings including other income for the year amounted
 to Rs.18,065 lacs as compared with the previous year total earnings of
 Rs.25,873 lacs.
 
 DIVIDEND
 
 The Directors recommend for your approval payment of dividend  Rs.1.50
 per Equity Share of Rs.10/- each for the year ending 31.03.2013.
 (Previous year Rs. 1.50 per Equity Share). The total amount of dividend
 (including Dividend tax thereon) would amount to Rs. 94 lacs (Previous
 year Rs. 94 lacs).
 
 OUTLOOK
 
 After successfully completing a major logistics work in North East
 India in the last year, the Company could not bag any other job of
 similar size and value. During the year the infrastructure sector which
 has most of the Company''s customers faced uncertainties in view of
 regulatory issues and also issues relating to raw material
 procurements. New project were not upcoming in the sector which
 directly affected new business generation and consequently the
 Company''s growth. Therefore, during the year, the market for Company''s
 services and activities itself shrank on the one hand, and on the other
 hand the market was dominated by fierce competition. In addition, the
 Company had to face increased regulatory issues relating to permission
 and clearances in planning and execution of its core competency
 business of logistics for Over Dimensional Consignments. Therefore the
 Company could not achieve any volume growth during the year. The
 Company is continuing sustained marketing efforts for new jobs in
 infrastructure sectors where the Company is a established service
 provider. Accordingly, the performance of the Company in current year
 as well as in coming years shall be highly depended on continuity of
 industrial projects and procurement of orders amidst fierce
 competition.
 
 HUMAN RESOURCES
 
 The Company has trained and developed its human resources to meet the
 challenges of growing quality perspective and complex logistics
 requirement of the customers. In view of increased competition, the
 human resources of the company are geared up to deliver better quality
 and specialised services both to meet the competition and to satisfy
 customer requirements.
 
 EMPLOYEES STOCK OPTION SCHEME, 2007
 
 Member''s approval was obtained at the Annual General Meeting held on
 July 31,2007 for introducing of Employees Stock Option Scheme.
 
 Employees Stock Option Scheme was approved and implemented by the
 Company and Options were granted to employees in
 
 accordance with the Securities and Exchange Board of India (Employees
 Stock Option Scheme and Employees Stock Purchase
 
 Scheme) Guidelines, 1999 (''the SEBI Guidelines). The Compensation
 Committee, constituted in accordance with the SEBI
 
 Guidelines, administers and monitors the Scheme.
 
 The applicable disclosure as at March 31,2013 stipulated under the SEBI
 Guidelines are given as follows:
 
 a) Option Granted (Including Re-Issue) 1,45,880
 
 b) The Pricing Formula For all, option vesting on or before 1 st
 November, 2008 exercise price was Rs.50/- and for all options vesting
 after 1st November, 2008 the exercise price shall be Rs. 55/- for each
 share.
 
 c) Options vested 1,36,820
 
 d) Options exercised 14,870
 
 e) The total number of shares arising as a result of exercise of
 Options 14,870
 
 f) Options lapsed/not exercised 1,14,770
 
 g) Variation of the terms of Options None
 
 h) Money realized by exercise of Options Rs. 7,90,100/-
 
 I) Total number of Options in force 16,240
 
 j) Employee wise details of Options granted to
 
 1.  Senior Management Personnel
 
 Mr. Binoy Krishna Dhar 3300
 
 Mr. Sunder Gopal Das 910
 
 Mr. Ishwar Chandra Sharma 1080
 
 Mr. V.Chatrapathi 880
 
 Mr. C.K.Ojha 1300
 
 Mr. J.S.Yadav 390
 
 Mr. Parameshwar La! Tamrayat 430
 
 Mr. M.V.K.S.R. Sharma 310
 
 Mr. Raveender Kr.Sharma 960
 
 Mr. Kamal Kr.Makharia 1190
 
 Mr. Sanjay Agarwal 1020
 
 Mr. R.P.Shah 3600
 
 Mr. Sushil Kumar Pransukhka 2460
 
 Mr. Ved Prakash 1180
 
 Mr. Mihir Mani Tripathi 1280
 
 Mr. Arun Kumar Thirani 1160
 
 Mr. Surendra Pd. Tiwari 510
 
 Mr. Ramesh Kr. Bansal 1030
 
 Mr. Ram Nawal Yadav 670
 
 Mr. T. Chakraborty 1000
 
 Mr. Avdhesh Gautam 400
 
 2.  Any other employee who received a grant in any one year of Options
 amounting to 5% or more of Options granted during that year.
 
 Nil
 
 3.  Identified employee who were granted Options, during any one year,
 equal to or exceeding 1% of the issued capital (excluding outstanding
 warrants and conversions) of the Company at the time of grant.
 
 Nil
 
 The Money realised by exercise of options has been utilised in the
 business of the Company especially for funding capital investments.  A
 certificate from the Auditors in terms of Clause 14 SEBI (Employees
 Stock Option Scheme and Employees Stock Purchase Scheme)
 Guidelines,1999, shall be placed before the shareholders at the
 ensuring Annual General Meeting.
 
 DIRECTORS
 
 Dr. Debasis Sengupta, Dr. Padam Chand Agarwal and Shri Ashok Kumar
 Surana retire by rotation and being eligible, offer themselves for
 reappointment. The present terms of appointment of Shri Anand Kumar
 Agarwal as Chairman expires on 31.05.2013. It is proposed to reappoint
 him for another period of 3 years. His reappointment and the terms and
 conditions thereof have been approved by a resolution passed by the
 Remuneration Committee and the Board, and require approval by the
 shareholders at the General Meeting by a special resolution and
 approval by the Central Government.
 
 AUDITORS
 
 M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditors
 retires at the conclusion of the ensuing Annual General Meeting and
 being eligible, offer themselves for reappointment. The Company has
 received a Certificate from the auditors to the effect that their
 reappointment, if made, will be in accordance with the provisions of
 Section 224 (1B) of the Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees of the Company were in receipt of remuneration
 exceeding limits prescribed under section 217 (2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
 to the Director''s Responsibility Statement, it is hereby confirmed:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) that the directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for that period;
 
 (iii) that the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the directors have prepared the annual accounts on a going
 concern basis.
 
 PUBLIC DEPOSITS
 
 During the year the Company invited and accepted public deposits on
 which payment of interest was regular. None of the deposit matured for
 repayment during the year. The outstanding balance of Public Deposit as
 at the end of the year was Rs. 1,55,19,000/-. The Company complied with
 all the applicable provisions of the Company''s (Acceptance of Deposits)
 Rules, 1975 as amended uptodate.
 
 CASH FLOW STATEMENT
 
 Cash flow statement for the year ended 31.03.2013 is also attached
 herewith and form part of the Annual Report.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 The Consolidated Financial Statement for the Financial Year 2012-13 of
 the Company and its subsidiary M/s. ABC Skyline Limited has been
 prepared by the Company in accordance with the requirements of
 Accounting Standards issued by The Institute of Chartered Accountants
 of India. The Audited Consolidated Financial Statements together with
 Auditors'' Report thereon form part of the Annual Report.
 
 INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
 THE REPORT OF BOARD OF DIRECTORS) RULES 1988.
 
 A.  Conservation of Energy:
 
 The Company''s operation involves no energy consumption.
 
 B.  Form of Disclosure of particulars with respect to absorption of
 Technology and Development of R & D
 
 i) Research and Development: The Company does not have any R & D
 Division and Company''s Operations does not require this type of
 establishment.
 
 ii) Technology absorption, adoption and innovation: The Company has not
 imported any technology due to its nature of operation.
 
 iii) Foreign Exchange earnings and outgoing : The Company has no
 activities related to export of its services. The Company earned
 Foreign Exchange worth Rs.4,55,689/- towards Freight &
 Rs.16,30,20,000/- towards sale of Investments in Joint Venture during
 the year (Previous Year- Rs.50,34,956/- towards Freight). Value of
 imports calculated on 0 I. F. basis by the Company was Rs. 2,34,009/-
 (Previous Year Rs. 4,47,53,972/-). The Company has spent foreign
 exchange worth Rs.15,47,258/-. (Previous Year - Rs.20,96,43,995/-) on
 account of freight paid by overseas constituents on our behalf and/or
 freight collected by the Company on their behalf and civil/ operational
 expenses in foreign countries. The Company has incurred Rs.17,54,719/-
 (Previous Year - Rs.30,19,910/-) by way of foreign tours for business
 purposes.
 
 AUDIT REPORT
 
 The Auditor''s report does not contain any qualification or adverse
 comments.
 
 CODE OF CONDUCT
 
 The Board of Directors has laid down a code of conduct applicable to
 the Board of Directors and Senior Management, which is available on the
 Company''s website. All Board Members and Senior Management personnel
 have affirmed compliance with the code of conduct.
 
 CORPORATE GOVERNANCE
 
 Your company has always striven to incorporate appropriate standards
 for good corporate governance. It has taken adequate steps to ensure
 that all mandatory provisions of Corporate Governance as prescribed
 under the Listing Agreements of the Stock Exchanges, with which the
 Company is listed, are complied with.
 
 A certificate of compliance from the Auditors together with a report on
 Corporate Governance forms part of this Report.
 
 INVESTOR SERVICES
 
 In compliance to the requirements of clause 54 of the Listing
 Agreements with Stock exchanges, the Company has dedicated a column for
 investor services in its website www.abcindia.com. The company would
 keep on updating these particulars as and when necessary.
 
 CAUTIONARY NOTE
 
 The statements forming part of the Directors'' Report may contain
 certain forward looking statements within the meaning of applicable
 securities laws and regulations. Many factors could cause the actual
 results, performances or achievements of the Company to be materially
 different from any future results, performances or achievements that
 may be expressed or implied by such forward looking statements.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to convey their sincere appreciation of all the
 staff members for their enormous personal efforts as well as their
 collective contribution to the company''s performance.
 
 The Directors would also take this opportunity to acknowledge the
 cooperation and assistance of Financial Institutions, Banks and various
 Central and State Government Departments and Agencies.
 
 Finally, the Directors owe their gratitude to all the Customers and
 Shareholders for their continued support to the Company and their
 confidence in its management.
 
                                      By order of the Board
 
 Place: Kolkata                       ashish Agarwal
 
 Date : May 25,2013                   Managing Director
Source : Dion Global Solutions Limited
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