Your Directors take pleasure in presenting the 43rd Annual Report together with theAudited Financial Statements of your Company for the year ended March 31 2016.
|Financial Results || ||( Rs In Lacs) |
|Particulars ||FY 2015-16 ||FY 2014-15 |
| ||Amount ||Amount |
|Turnover ||13341.75 ||15252.44 |
|Other Income ||77.56 ||107.42 |
|Total Revenue ||13419.31 ||15359.86 |
|Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) ||682.40 ||1301.25 |
|Interest and other Finance Cost ||524.77 ||772.22 |
|Depreciation & Amortization ||456.98 ||644.69 |
|Profit /(Loss) before Taxation (PBT) ||(299.34) ||(115.66) |
|Tax including Deferred Tax ||(62.17) ||(128.22) |
|Profit after Taxation (PAT) ||(237.17) ||12.56 |
|Profit brought forward from previous year ||1371.35 ||1362.04 |
|Tax Adjustment for earlier years ||- ||(3.25) |
|Profit available for appropriation carried to Balance Sheet ||1134.18 ||1371.35 |
During the year under review your Company has achieved a Total Revenue of Rs 13419.31lakhs which is 12.63% lower over the corresponding previous financial year total revenueof Rs 15359.86 lakhs. The Company has achieved an EBIDTA of Rs 682.40 lakhsas compared with previous year figure of Rs 1301.25 lakhs. The Loss after Taxworked out to Rs 237.17 lakhs as compared to profit in the previous year of Rs 12.56lakhs.
The industrial growth of the Company did not improve at the desired level as envisagedduring the year under review. The Company is in the business of transportation andlogistics and due to non- improvement in the industrial activity the Company was not ableto procure the business at its desired level. The profitability of the Company wasaffected due to at one hand stagnancy of the offtake and on the other hand increase in thecost at various levels of the Company. Besides due to low demand for logistics servicesthere was fierce competition in the market making lower realizations for the servicesrendered by the Company. Therefore the Company could neither achieve any volume growth nordesired profitability. At the same time the Company had to incur interest on financedassets and depreciation thereon.
The Company is making sustained marketing efforts for its services in infrastructuresector & power sector which is expected to see revival over the next few years. TheCompany has also undertaken cost control and reduction to improve its profitability.
Accordingly the performance of the Company in current year as well as coming yearsshall continue to be highly dependent upon revival of infrastructure sector power sectorindustrial project and procurement of orders.
To overcome the situation the Company has diversified its business activities and hadstarted a new segment viz. Construction Division which would contribute both in top line& bottom line of the Company.
Due to loss during the year under review the Board of Directors of the Company couldnot recommend any dividend on the Equity Shares of the Company for the financial yearended 31st March 2016.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve during the financialyear ended 31st March 2016.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement. Your Company has continuously adopted structures that helpattract best external talent and provide internal talent to higher roles andresponsibilities.
Your Company has a adequate pool of trained and competent human resources which ishighly capable to meet the challenges of growing quality perspective and complex logisticsrequirement of the customers. In view of increased competition the human resources of thecompany are able and proved to deliver specialised services of desired quality meet thecompetition and to satisfy customer requirements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no appointment of any Director during the financial year 2015-16.
ii) Retirement by Rotation:
Pursuant to the provisions of Section 152(6) and other applicable provisions of theCompanies Act 2013 Dr. Ashok Kumar Agarwal (DIN 01237294) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offeredhimself for re-appointment.
iii) Appointment of Wholetime- Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 and other applicable provisions of theCompanies Act 2013 the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules 2014 the following personnelcontinued to be Wholetime Key Managerial Personnel of the Company within the meaning ofthe said section.
|a) Mr. Ashish Agarwal || Managing Director. |
|b) Mr. Sushil Pransukhka || Chief Financial Officer. |
|c) Mr. Sanjay Agarwal || Company Secretary & Compliance Officer. |
None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013. The Directors have also made necessary disclosures to the extent asrequired under provisions of section 184(1) of the Companies Act 2013.
INDEPENDENT DIRECTORS DECLARATION
Your Company had received the declaration of Independence u/s 149(7) of the CompaniesAct 2013 from all the Independent directors of your Company specifying that they meet thecriteria of independence as per Section 149(6) of the Companies Act 2013.
AUDITORS AND THEIR REPORTS
(i) Statutory Auditor:
The Statutory Auditors M/s Agarwal Kejriwal & Co. Chartered Accountants holdsoffice upto the conclusion of the Annual General Meeting (AGM) to be held for the FY2016-17 subject to ratification by the shareholders in every AGM. Accordingly the Boardon recommendation of Audit committee has proposed for ratification of their appointment inthe office of Statutory Auditors of the Company for the FY 2016-17.
The Auditors report does not contain any qualification. Notes to Accounts and Auditorsremarks in their Report are self-explanatory and hence do not call for any furtherexplanation.
(ii) Cost Auditors:
Pursuant to section 148 of the Companies Act 2013 the Board of Directors onrecommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee &Associates (Registration No. 102336) Cost Accountants as the Cost Auditors of theCompany for the financial year 2016-17. The Company has received consent and confirmationof eligibility for their re-appointment as the Cost Auditors of the Company for the year2016-17.
(iii) Secretarial Auditor:
The Board had re-appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretaryas the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2015-16 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor is enclosed as "Annexure A" - MR-3 to thisBoards Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act2013 your Directors hereby confirm that:
1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation related to material departures;
2. Appropriate accounting policies have been selected and applied consistently andjudgements and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as at 31st March2016 and of the loss of the Company for the year ended on 31st March 2016;
3. Proper and sufficient care has been taken to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. The Directors have laid down internal financial Controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Company has not accepted any Deposits during the year no deposits remained unpaidor unclaimed as at the end of the year and there was no default in repayment of depositsor payment of interest thereon during the year.
DETAILS RELATING TO REMUNERATION TO DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The particulars and information of the Directors/employees as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 of your Company is attached as "Annexure-B"to this report.
None of the employees of the Company were in receipt of the remuneration exceedinglimits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 and Rule 8 (3) of Companies (Accounts) Rules 2014 are as follows:
(a) Conservation of energy
The Companys operation involves no energy consumption.
(b) Technology absorption
i. The Company does not have any R & D Division and Companys Operationsdoesnot require this type of establishment.
ii. Technology absorption adoption and innovation: The Company has not imported anytechnology due to its nature of operation.
(c) Foreign exchange Earnings and Outgo
During the year the total foreign exchange earned was Rs 2252590/- (PreviousYear Rs 1048868/-) and the total foreign exchange used was Rs 4498665/-(Previous Year Rs 3832523/-).
INTERNAL AUDIT & CONTROLS
The Company continues to engage Internal Auditors. During the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed and suitable corrective actions taken as per the directions of Audit Committeeon an ongoing basis to improve efficiency in operations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the Regulators Courts Tribunalsimpacting the going concern status and Companys operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls as required under section134(5)(e) of the Companies Act 2013. During the year under review such controls weretested and no reportable material weakness in the formulation or operations were observed.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading. Further inaccordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading)Regulations 2015 the Board of Directors of the Company at their meeting held on May 262015 have approved and adopted the code of practices and procedure for fair disclosure ofUnpublished Price Sensitive Information and formulated the code of conduct of the Company.
DISCLOSURES AS PER APPLICABLE ACT LISTING AGREEMENT/ SEBI (LODR) REGULATIONS 2015: i)Related Party Transactions:
All transactions entered with related parties during the FY 2015-16 are on armslength basis and were in the ordinary course of business and hence not falling under theprovisions of Section 188 of the Companies Act 2013 except sale of a property which isnot in ordinary course of business. There have been no other materially significantrelated party transactions with the Companys Promoters Directors and others asdefined in section 2(76) of the Companies Act 2013 the listing agreement and SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 which may havepotential conflict with the interest of the Company at large. The required disclosure inForm AOC-2 in respect of the sale of the property is given and marked as "Annexure-C"to this Boards Report.
The requisite disclosures of the related party transactions are given in the notes toaccounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the audit committee and Board of directors weretaken wherever required in accordance with the policy.
ii) Number of Board Meetings:
The Board of Directors met 4 (Four) times in the FY 2015-16. The Details of the Boardmeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Boards Report.
iii) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. DebasisSengupta. Complete details of the Committee are given in the Corporate Governance Reportattached as Annexure to this Boards Report.
iv) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in Form No. MGT-9 asrequired under section 92(3) of the Companies Act 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules 2014 is attached as "Annexure -D" to this report.
v) Risk Analysis:
The Company has in place a mechanism to inform the Board members about the Riskassessment and mitigation plans and periodical reviews to ensure that the critical risksare controlled by the executive management.
vi) Loans Guarantees and Investments:
The Company has not provided any loans given any guarantees or made any investmentsunder Section 186 of the Companies Act 2013 during the FY 2015-16.
vii) Post Balance Sheet events:
There is no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelates and the date of this report.
viii) Subsidiaries Associates or Joint Ventures:
Your Company does not have any subsidiaries associates or joint ventures.
ix) Evaluation of the Boards Performance:
During the year under review the Board in compliance with the Companies Act 2013 andListing Agreement / applicable Regulations of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 has continued toadopt formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors including the Chairman of the Board. The exercise wascarried out through a structured evaluation process covering various aspects of the Boardsfunctioning such as composition of the Board & Committees experience &competencies performance of specific duties & obligations governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Board as a whole and the Chairman who were evaluated on parameters such astheir participation contribution at the meetings and otherwise independent judgmentssafeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors in their separate meeting.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
x) Nomination Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchanges (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the followings and details on the same aregiven in the Corporate Governance Report attached as Annexure to this BoardsReport:
a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company.
b. Remuneration payable to the Directors KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications positive attributes and independence of aDirector.
ix) Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy the Directors and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of Directors or employees or any other person who avails the mechanism fromreprisals or victimization for whistle blowing in good faith.
Details of establishment of the Vigil Mechanism have been uploaded on theCompanys website: www.abcindia.com and also set out in the Corporate GovernanceReport attached as Annexure to this Boards Report.
The website of your Company www.abcindia.com has been designed to present theCompanys businesses up-front on the home page. The site carries a comprehensivedatabase of information of all the services rendered including the Financial Results ofyour Company Shareholding pattern Corporate profile details of Board CommitteesCorporate Policies and business activities of your Company. All the mandatory informationand disclosures as per the requirements of the Companies Act 2013 and Companies Rules2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015has been uploaded.
Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders expectations whilecontinuing to comply with the mandatory provisions of Corporate Governance. Your Companyhas complied with the requirements of Clause 49 of the Listing Agreement / applicableRegulations of Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as issued by Securities and Exchange Board ofIndia and as amended from time to time. Your Company has given its deliberations toprovide all the information in the Directors Report and the Corporate Governance Report asper the requirements of the Companies Act 2013 and the Listing Agreement entered by theCompany with the Stock Exchanges as a matter of prudence and good governance.
A Report on Corporate Governance along with a certificate from Mr. Santosh KumarTibrewalla Practicing Company Secretary regarding compliance of conditions of CorporateGovernance and certification by CEO i.e. the Managing Director of the Company and CFO aregiven in "Annexure- E F & G" to this report.
CODE OF CONDUCT
The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Companys website: www.abcindia.com.
All Board Members KMPs and members of Senior Management have confirmed compliance withthe code of conduct. A declaration to this effect has been signed by Mr. Ashish AgarwalManaging Director is given as "Annexure H" to this Report.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given as "Annexure I"to this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
LISTING OF SECURITIES IN STOCK EXCHANGES
The shares of the Company are presently listed at BSE Ltd. and The Calcutta StockExchange Ltd. The Company is registered with both NSDL & CDSL for holding the sharesin dematerialized form and open for trading. The Company has paid Listing Fees to both theStock Exchange and the depositories.
The statements forming part of the Directors Report may contain certain forwardlooking statements within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation to all the employees for their commendable teamwork exemplaryprofessionalism and enthusiastic contribution during the year.
| ||For and on behalf of the Board of Directors |
| ||Vijay Kumar Jain ||Ashish Agarwal |
|Place : Kolkata ||Director ||Managing Director |
|Dated : 12th November 2016 ||DIN : 00491871 ||DIN : 00351824 |