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
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