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ABC India Ltd.

BSE: 520123 Sector: Others
NSE: N.A. ISIN Code: INE125D01011
BSE LIVE 15:26 | 08 Dec 90.00 -3.05
(-3.28%)
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94.10

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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 94.10
PREVIOUS CLOSE 93.05
VOLUME 59
52-Week high 114.80
52-Week low 70.00
P/E
Mkt Cap.(Rs cr) 48.78
Buy Price 90.00
Buy Qty 5.00
Sell Price 94.10
Sell Qty 23.00
OPEN 94.10
CLOSE 93.05
VOLUME 59
52-Week high 114.80
52-Week low 70.00
P/E
Mkt Cap.(Rs cr) 48.78
Buy Price 90.00
Buy Qty 5.00
Sell Price 94.10
Sell Qty 23.00

ABC India Ltd. (ABCINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 42nd Annual Report together with theAudited Financial Statements of your Company for the year ended March 31 2015.

Financial Results (Rs. In Lacs)
Particulars FY 2014-15 FY 2013-14
Amount Amount
Turnover 15252.44 16401.31
Other Income 107.42 81.65
Total Revenue 15359.86 16482.96
Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 1301.25 1788.10
Interest and other Finance Cost 772.22 916.34
Depreciation & Amortization 644.69 913.49
Profit /(Loss) before Taxation (PBT) (115.66) (41.73)
Tax including Deferred Tax (128.22) (83.25)
Profit after Taxation (PAT) 12.56 41.52
Profit brought forward from previous year 1362.04 1383.90
Tax Adjustment for earlier years (3.25) -
Profit available for appropriation 1371.35 1425.42
Appropriation :
Proposed Dividend - 54.17
Tax on proposed dividend - 9.21
Balance carried forward to Balance Sheet 1371.35 1362.04

OPERATIONS :

During the year under review your Company has achieved a Total Revenue of Rs.15359.86 lacs which is 6.81% lower over the corresponding previous financial year totalrevenue of Rs. 16482.96 lacs. The Company has achieved an EBIDTA of Rs. 1301.25 lacs ascompared with previous year figure of Rs. 1788.10 lacs. The Profit after Tax worked outRs. 12.56 lacs as compared with previous year figure of Rs. 41.52 lacs.

OUTLOOK :

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 hasstarted a new segment viz. Construction Division during the year under review.

DIVIDEND

Due to paucity of profit during the year under review and to conserve the resources ofthe Company for long term working capital requirements the Board of Directors of theCompany could not recommend any dividend on the Equity Shares of the Company for thefinancial year ended 31st March 2015.

TRANSFER TO RESERVES

No amount was transferred to reserves during the financial year ended 31st March 2015.

HUMAN RESOURCES

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.

EMPLOYEES STOCK OPTION SCHEME 2007

Member's approval was obtained at the Annual General Meeting held on July 31 2007 forintroducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Optionswere granted to employees in accordance with the Securities and Exchange Board of India(Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 ('theSEBI Guidelines) and as amended. The Compensation Committee constituted in accordancewith the SEBI Guidelines had administered and monitored the Scheme.

The money earlier realized by exercise of options has been utilized in the business ofthe Company especially for funding capital investments.

During the year under review the Employee's Stock Options Scheme completed its term of7 years in June 2014 and as such the tenure of the scheme has been completed. TheCompensation committee constituted for the purpose has also been dissolved .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointments :

a) Mr. Siddarth Kapoor (DIN 02089141) on recommendation of Nomination and RemunerationCommittee has been appointed by the Board as an Additional Director in the category of NonExecutive-Independent Director of the Company with effect from March 31 2015 pursuant toSection 161 of the Companies Act 2013 and other applicable provisions of the said Act andas per the requirements of clause 49 of the Listing agreement. He has provided declarationof his independence as per Section 149(7) of the Companies Act 2013.

Pursuant to the provisions of Section 161 of the Companies Act 2013 and rules madethereunder the aforesaid Director would hold the office of Directors upto the date ofensuing Annual General Meeting of the Company unless appointed as a Director of theCompany by the Shareholders. Amongst other terms Mr. Siddarth Kapoor when confirmed bythe Shareholders would no longer be required to retire by rotation in view of Section149(13) of the Companies Act 2013 and can hold the office upto March 31 2019 as perSection 149(10) of the said Act and hence his appointment has been proposed accordingly.

b) Mrs. Rachana Todi (DIN 00268594) on recommendation of Nomination and RemunerationCommittee has been appointed by the Board as an Additional Director in the category of NonExecutive-Independent Director of the Company with effect from March 31 2015 pursuant toSection 161 of the Companies Act 2013 and other applicable provisions of the said Act andas per the requirements of clause 49 of the Listing agreement. She has provideddeclaration of her independence as per Section 149(7) of the Companies Act 2013.

Pursuant to the provisions of Section 161 of the Companies Act 2013 and rules madethereunder the aforesaid Director would hold the office of Directors upto the date ofensuing Annual General Meeting of the Company unless appointed as a Director of theCompany by the Shareholders. Amongst other terms Mrs. Rachana Todi when confirmed by theShareholders would no longer be required to retire by rotation in view of Section 149(13)of the Companies Act 2013 and can hold the office upto March 31 2019 as per Section149(10) of the said Act and hence her appointment has been proposed accordingly.

ii) Retirement by Rotation :

Pursuant to the provisions of Section 152(6) and other applicable provisions of theCompanies Act 2013 Mr. Anand Kumar Agarwal (DIN 00380908) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offeredhimself for re-appointment.

iii) Resignation :

Mr. Krishan Arya. Non-Executive Independent Director (DIN 02318774) Mr. Ashok KumarSurana NonExecutive Director (DIN 00396036) and Dr. Padam Chand Agarwal Non-ExecutiveDirector (DIN 00407663) have resigned from the office of Directors of the Company witheffect from 31st March 2015.

The Board place on record its appreciation of the invaluable contribution made by themduring their tenure as Directors of the Company.

iv) 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 Board has appointedthe following personnel as the designated Wholetime Key Managerial Personnel of theCompany within the meaning of the said section.

a) Mr. Ashish Agarwal - Managing Director.
b) Mr. Sushil Pransukhka - Chief Financial Officer.
c) Mr. Sanjay Agarwal - Company Secretary & Compliance Officer.

Mr. Arun Kumar Thirani Company Secretary & Compliance Officer in the category ofKey Managerial Personnel has resigned during the year.

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 DIRECTOR'S 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 2015-16.

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 Auditor :

Pursuant to section 148 of the Companies Act 2013 the Board of Directors onrecommendation of the Audit Committee had approved Mr. Debabrota Banerjee as the CostAuditor of the Company for the financial year 2014-15 and has also appointed M/s DebabrotaBanerjee & Associates Cost Accountants as the Cost Auditors of the Company for thefinancial year 2015-16. The Company has received consent and confirmation of eligibilityfor their appointments as the Cost Auditors of the Company.

(iii) Secretarial Auditor :

The Board has appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the FY2014-15 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor for the FY ended 31st March 2015 is attached as "Annexure-A" to this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that :

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

The Company complied with all the applicable provisions of the Company's (Acceptance ofDeposits) Rules 1975 as amended upto date and with the requirements under the CompaniesAct 2013 and the related Rules.

The details relating to deposits covered under Chapter V of the Act-

(a) accepted during the year; -NIL

(b) remained unpaid or unclaimed as at the end of the year;- NIL

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-NOTAPPLICABLE

(i) at the beginning of the year;- Rs. 17756000/-

(ii) maximum during the year;- Rs. 17756000/-

(iii) at the end of the year;- NIL

The outstanding balance of principal amount of public deposits has been fully repaidalong with the interest due thereon upto 31.03.2015. There is no outstanding balance ofPublic Deposit as on 31st March 2015 barring unencashed amount by the respective depositholders.

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 Company's operation involves no energy consumption.

(b) Technology absorption

i. The Company does not have any R & D Division and Company's Operations does notrequire 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. 1048868/- (Previous YearRs. 650280/-) and the total foreign exchange used was Rs. 3832523/- (Previous Year Rs.2264557/-).

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee under theChairmanship of Mr. Vijay Kumar Jain. As the Company is not falling under the purview ofSection 135 of the Companies Act 2013 and the relevant rules made thereunder are notapplicable for the time being the Committee was not required to formulate and recommendto the Board a Corporate Social Responsibility Policy.

Complete details of the Committee are given in the Corporate Governance Reportattached as Annexure to this Board's Report.

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 with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on 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 Company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has placed 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 AND LISTING AGREEMENT

i) Related Party Transactions

All transactions entered with related parties during the FY 2014-15 were on an arm'slength basis and were in the ordinary course of business and the provisions of Section 188of the Companies Act 2013 are not attracted. There have been no materially significantrelated party transactions with the Company's Promoters Directors and others as definedin section 2(76) of the Companies Act 2013 and the listing agreement which may havepotential conflict with the interest of the Company at large. Thus disclosure in FormAOC-2 is not required.

The necessary disclosures regarding the 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 6 (six) times in the FY 2014-15. The Details of the Boardmeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Board's 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 Board's 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-C"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

There has been no loans guarantees and investments under Section 186 of the CompaniesAct 2013 during the FY 2014-15.

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.

M/s. ABC Skyline Ltd. as on 31st March 2015 have ceased to be the Company'sSubsidiary.

ix) Evaluation of the Board's Performance

During the year under review the Board in compliance with the Companies Act 2013 andClause 49 of the Listing Agreement has adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and individual Directors including theChairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & Committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance of individual Directors including the Board as a whole and the Chairmanwho were evaluated on parameters such as their participation contribution at the meetingsand otherwise independent judgments safeguarding 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 Board's Report:

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.

xi) Vigil Mechanism (Whistle Blower Policy)

Your Company has formulated a Whistle Blower Policy 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 employees from reprisals or victimization for whistle blowing in goodfaith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www.abcindia.com and also set out in the Corporate Governance Report attached asAnnexure to this Board's Report.

COMPANY'S WEBSITE

The website of your Company www.abcindia.com has been designed to present theCompany's businesses upfront on the home page. The site carries a comprehensive databaseof information of all the services rendered including the Financial Results of yourCompany Shareholding pattern Corporate profile details of Board Committees CorporatePolicies and business activities of your Company. All the mandatory information anddisclosures as per the requirements of the Companies Act 2013 and Companies Rules 2014and as per the Listing agreement has been uploaded.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of revised Clause 49 of the Listing Agreement as issued bySecurities and Exchange Board of India and as amended from time to time. Your Company hasgiven its deliberations to provide all the information in the Directors Report and theCorporate Governance Report as per the requirements of Companies Act 2013 and the ListingAgreement entered by the Company with the Stock Exchanges as a matter of prudence andgood governance.

A Report on Corporate Governance along with a certificate from M/s. Agarwal Kejriwal& Co. the statutory Auditors of the Company regarding compliance of conditions ofCorporate Governance and certification by CEO i.e. the Managing Director of the Companyand CFO are given in "Annexure- D E & F" 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 Company's 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 G" to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as "Annexure H" tothis 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 WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the FY 2015-16 toBombay Stock Exchange and Calcutta Stock Exchange where the Company's Shares are listed.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stockexchanges the Company has dedicated a column for investor services in its websitewww.abcindia.com. The Company would keep on updating these particulars as and whennecessary.

CAUTIONARY NOTE

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.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support cooperation andtheir valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

For and on behalf of the Board of Directors
Anand Kumar Agarwal
Place : Kolkata Executive Chairman
Dated : 14th August 2015 DIN : 00380908

"Annexure-A"

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2015

To

The Members

ABC India Limited

Kedar Road Guwahati

Assam - 781 001.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ABC India Limited.(hereinafter called 'the Company'). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the ABC India Limited (name of the Company's) bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended on31st March 2015 has generally complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by ABC India Ltd. ('the Company') for the financial year ended on 31stMarch 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') : -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Scheme discontinued by the Companyduring the financial year);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period);

(vi) I have carried out requisite verification and also relied on the representationmade by the Company and its officers for systems and mechanism framed by the Company forcompliances under other applicable Acts laws and Regulations to the Company InternalAudit Report Statutory Auditors Report etc. The list of major head/groups of Acts Lawsand Regulations as applicable to the Company is given in Annexure I.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Calcutta & BombayStock Exchange(s);

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

I further report that -

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Place : Kolkata Name of Company Santosh Kumar Tibrewalla
Date : 16th July 2015 Secretary in practice FCS No. : 3811
CP No. : 3982

ANNEXURE - I

List of Other applicable laws to the Company

1. Motor Vehicles Act 1988

2. The Motor Transport Workers Act 1961

3. Carriage by Road Act 2007

4. Income Tax Act 1961

5. Service Tax 1994

6. The West Bengal Value Added Tax 2003

7. Child Labour (Prohibition and Regulation) Act 1986

8. Payment of Wages Act 1936

9. Minimum Wages Act 1940

10. ESI Act 1948

11. W. B. Profession Tax Act 1979

12. Gratuity Act 1972

13. Bonus Act 1965

14. Workmen Compensation Act 1923

15. Contract Labour (Regulation &Abolition) Act 1970

16. Apprentices Act 1961

17. Interstate Migrant Workmen (Regulation of Employment & Condition of Services)Act 1979

18. Air (Prevention & Control of Pollution) Act 1981

19. Water (Prevention & Control of Pollution) Act 1974

20. Industrial Employment (Standing Order) Act 1946

21. Employees Provident Fund & Misc. Provisions Act 1952

22. West Bengal Shop & Establishment Act 1964

23. West Bengal Fire & Emergency Services Act 1950

24. Employment Exchange (Compulsory Notification of Vacancies) Act 1959 ;

25. Equal Remuneration Act 1976 ;

26. Personal Injuries Compensation Act 1963;

27. Indian Fatal Accidents Act 1855 ;

28. Hazardous Wastes (Management and Handling) Rules 1989 ;

29. Environment Protection Act 1986 ;

30. Employer's Liability Act 1938 ;

31. Kolkata Municipal Corporation Act 1980 ;

32. Negotiable Instruments Act 1881 ;

33. Information Technology Act 2000 etc.

"Annexure-B"

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2014-15 the ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financialyear 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company are as under:

Sl No. Name of Director/ KMP and Designation Remuneration of Director/ KMP for financial year 2014-15 ('in lacs) % increase in Remuneration in the financial year 2014-15 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Shri Anand Kumar Agarwal Chairman 49.22 (0.82) 19:1 Loss Before Tax increased by 177.17% and Profit After Tax decreased by 69.76% in the financial year 2014-15.
2 Shri Ashish Agarwal Managing Director 47.17 12.38 18:1
3 Shri Sushil Kumar Pransukhka Chief Financial Officer 31.96 9.08 -
4 Shri A. K. Thirani (01.04.2014 to 31.12.2014) Company Secretary 18.37 42.91*
5 Shri Sanjay Agarwal (01.01.2015 to 31.03.2015) Company Secretary 4.17 N.A.

*Annualized

Note : No other Director other than the Chairman and Managing Director received anyremuneration other than sitting fees during the financial year 2014-15.

ii) The median remuneration of employees of the Company during the financial year wasRs. 2.55 lakhs.

iii) In the financial year there was an increase of 8.51% in the median remunerationof employees;

iv) There were 267 permanent employees on the rolls of Company as on March 31 2015.

v) Relationship between average increase in remuneration and company performance :- TheLoss Before Tax for the financial year ended March 31 2015 increased by 177.17% whereasthe increase in median remuneration was 8.51%. The average increase in median remunerationwas on the basis of the individual employee's performance.

vi) Comparison of remuneration of the Key Managerial Personnel against the performanceof the Company: The total remuneration of Key Managerial Personnel increased by 15% fromRs. 88.41 lacs in 2013-14 to Rs. 101.67 lacs in 2014-15 whereas the Loss Before Taxincreased by 117.17% to Rs. 115.66 lacs in 2014-15 (' 41.73 lacs in 2013-14).

vii) Variations in the market capitalization of the Company price earning ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in market quotations of the shares of the Company in comparison tothe rate at which the company came out with the last public offer:

Name of Stock Exchange

Closing Market Price per Share (Rs.)

Percentage Increase

Price Earnings Ratio

Market Capitalisation (Rs. in Crores)

As on 31.03.2014 As on 31.03.2015 As on 31.03.2014 As on 31.03.2015 As on 31.03.2014 AS ON 31.03.2015
BSE 85.90 88.05 2.50 111.56 517.94 46.53 47.70

The Company has not made any Public Issue or Rights Issue of securities in the last 10(ten) years and therefore no comparison has been made of current share price with publicoffer price.

The Company's shares are listed on Bombay Stock Exchange Limited and Calcutta StockExchange Limited.

viii) Average percentage increase made in the salaries of the employees other than themanagerial personnel in the financial year 2014-15 was 3.74% whereas the increase in themanagerial remuneration for the same financial year was 5.23%.

ix) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors andSenior Management Personnel.

x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - The Chairman is the highest paid Director. No employee receivedremuneration higher than the Chairman.

xi) It is hereby affirmed that the remuneration paid during the year ended 31st March2015 is as per the Remuneration Policy of the Company.

"Annexure-C"

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS :

1. CIN L63011AS1972PLC001393
2. Registration Date 27/10/1972
3. Name of the Company ABC INDIA LIMITED
4. Category/Sub-category of the Company Public Company Limited by Shares
5. Address of the Registered office & contact details KEDAR ROAD GUWAHATI - 781001
VOICE : 0361-2307127 FAX - 0361-2305823
EMAIL : vrmd@abcindia.com
6. Whether listed company YES
7. Name Address & contact details of the Registrar & Transfer Agent if any. MCS SHARE TRANSFER AGENT LIMITED
12/1/15 MONOHAR PUKUR ROAD
KOLKATA - 700026
Phone : 91 33 40724051-54 Fax: 91 33 40724050
Email : mcssta@rediffmail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

SI. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1. Transportation & contract jobs 996511 56%
2. Trading of petroleum products 999113 36%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No. Name of Company Address of Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 01/04/2014]

No. of Shares held at the end of the year [As on 31/03/2015]

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoter's
(1) Indian
a) Individual/HUF 1851844 - 1851844 34.18 1735509 - 1735509 32.04 (2.14)
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 1594526 - 1594526 29.44 1710861 - 1710861 31.58 2.14
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Total shareholding of Promoter (A) 3446370 - 3446370 63.62 3446370 - 3446370 63.62 -
B. Public Shareholding
(1) Institutions - - - - - - - - -
a) Mutual Funds - 100 100 - - 100 100 - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs 10433 - 10433 0.19 - - - - (0.19)
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B) (1) 10433 100 10533 0.19 - 100 100 - (0.19)
(2) Non-Institutions
a) Bodies Corp. 422058 2763 424821 7.84 470558 2763 473321 8.74 0.90
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 440574 367560 808134 14.92 475474 354448 829922 15.32 0.40

 

Category of Shareholders

No. of Shares held at the beginning of the year [As on 01/04/2014]

No. of Shares held at the end of the year [As on 31/03/2015]

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 681183 681183 12.57 590470 590470 10.89 (1.68)
c) Others (HUF) - - - - - - - - -
Non Resident Individual 46191 46191 0.85 77049 77049 1.42 0.57
Overseas Corporate Bodies - - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members - - - - - - - - -
Trusts - - - - - - - - -
Foreign Companies - - - - - - - - -
Sub-total (B) (2) 1590006 370323 1960329 36.19 1613551 357211 1970762 36.38 0.19
Total Public Shareholding (B)=(B) (1) + (B)(2) 1600439 370423 1970862 36.38 1613551 357211 1970862 36.38
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 5046809 370423 5417232 100.00 5059921 357311 5417232 100.00 -

ii) Shareholding of Promoters

Sl. No. Shareholder's Name

Shareholding at the beginning of the year as on 01/04/2014

Shareholding at the end of the year as on 31/03/2015

No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the Company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Anand Kumar Agarwal 142726 2.63 - 142726 2.63 - -
2 Nirmal Agarwal 234060 4.32 - 234060 4.32 - -
3 Sweta Agarwal 177500 3.28 - 177500 3.28 - -
4 Ashish Agarwal 169449 3.13 - 169449 3.13 - -
5 Kadambari Kapoor 55000 1.02 - 55000 1.02 - -
6 Nirmal Agarwal & Ashish Agarwal Partner of Assam Bengal Carriers 963859 17.79 3.69 847524 15.64 5.19 (2.15)
7 Anand Kumar Agarwal Karta of M/s Anand Kumar & Sons 109250 2.02 - 109250 2.02 - -
8 ABC Financial Services Pvt Ltd 811707 14.98 10.80 811707 14.98 14.77 -
9 Prabhudhan Investment Pvt Ltd 338625 6.25

-

338625 6.25 6.18

-

10 Bhoruka Properties Pvt Ltd 180687 3.34 - 202687 3.74 2.77 0.40
11 Sweta Financial Services Pvt Ltd 200107 3.69 - 294442 5.44 3.69 1.75
12 Prabhudhan Infrastructure Pvt Ltd 63400 1.17 - 63400 1.17 1.11 -
Total 3446370 63.62 14.49 3446370 63.62 33.71 -

(iii) Change in Promoters' Shareholding (please specify if there is no change)

For each of Promoter

Shareholding at the beginning of the year as on 01/04/2014

Changes in shareholding (No. of shares)

Shareholding at the end of the year as on 31/03/2015

No. of Shares % of total Shares of the Company Increase Decrease No. of Shares % of Total Shares of the Company
Nirmal Agarwal & Ashish Agarwal Partner of Assam Bengal Carriers 963859 17.79 - 116335 847524 15.64
Bhoruka Properties Pvt Ltd 180687 3.34 22000 - 202687 3.74
Sweta Financial Services Pvt Ltd 200107 3.69 94335 - 294442 5.44

The above increase/decrease in shareholding of Promoters is due to Inter-se transferamong Promoters.

There is no change in the total shareholding of Promoters between 01/04/2014 and31/03/2015.

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs)

For each of Top 10 shareholders

Shareholding at the beginning of the year as on 01/04/2014

Changes in shareholding (No. of shares)

Shareholding at the end of the year as on 31/03/2015

No. of Shares

% of total Shares of the Company

Increase

Decrease

No. of Shares

% of Total Shares of the Company

Sanjiv Dhireshbhai Shah

174480

3.22

-

-

174480

3.22

Religare Finvest Ltd**

83049

1.53

-

83049

-

-

Nitinkumar Karsandas Patel

80266

1.48

-

16646

63620

1.17

Karan Patni**

69861

1.29

-

69861

-

-

Sihl Consultancy Ltd

66340

1.23

-

-

66340

1.23

Adani Properties Pvt. Ltd.*

-

-

65000

-

65000

1.20

M to M Traders Pvt Ltd.**

65000

1.20

-

65000

-

-

Anurupa Nimish Vasa*

-

-

59252

-

59252

1.09

Kishore Kumar Patni*

-

-

55122

-

55122

1.02
Renu Devi Patni

50403

0.93

-

403

50000

0.92
Subhkam Ventures (I) Pvt. Ltd.*

-

-

50000

-

50000

0.92
Subhkam Ventures I Pvt. Ltd.*

-

-

45000

-

45000

0.83
Nirmal Hiroo Bharwani*

-

-

40000

-

40000

0.74
Jyoti N Mehta**

35907

0.66

-

35907

-

-
Ayan Agarwal**

34188

0.63

-

34188

-

-
Chetan Dhireshbhai Shah**

32665

0.61

-

32665

-

-

*Not in the list of Shareholders as on 01.04.2014. The same has been reflected abovesince the shareholders were one of the top 10 shareholders as on 31.03.2015.

**Ceased to be in the list of top 10 shareholders as on 31.03.2015. The same has beenreflected above since the shareholders were one of the top 10 shareholders as on01.04.2014.

(v) Shareholding of Directors and Key Managerial Personnel

For each of Directors and Key Managerial Personnel

Shareholding at the beginning of the year as on 01/04/2014

Changes in shareholding (No. of shares)

Shareholding at the end of the year as on 31/03/2015

No. of Shares % of total Shares of the Company Increase Decrease No. of Shares % of Total Shares of the Company
Anand Kumar Agarwal 142726 2.63 - - 142726 2.63
Ashish Agarwal 169449 3.13 - - 169449 3.13
Vijay Kumar Jain 400 0.01 - - 400 0.01
Ashok Kumar Surana 2500 0.05 - - 2500 0.05

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Amount (Rs.)
Indebtedness at the beginning of the Financial Year
i) Principal Amount 485973763 151363101 17756000 655092864
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1152278 - 605644 1757922
Total (i+ ii + iii) 487126041 151363101 18361644 656850786
Change in indebtedness during the Financial Year
Addition 109524250 163500000 - 273024250
Reduction 233165627 267636002 17756000 518557629
Net Change (123641377) (104136002) (17756000) (245533379)
Indebtedness at the end of the Financial Year
i) Principal Amount 362332386 47227099 - 409559485
ii) Interest due but not paid 236712 57217 - 293929
iii) Interest accrued but not due 538902 - - 538902
Total (i + ii + iii) 363108000 47284316 - 410392316

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Sl. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Anand Kumar Agarwal Ashish Agarwal Total Amount (Rs.)
1. Gross Salary
a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 4240000 4025000 8265000
b) Value of Perquisites u/s 17(2) of the Income Tax Act 1961 681773 692237 1374010
c) Profits in lieu of Salary under Section 17(3) of the Income Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of Profit - - -
- Others Specify
5. Others please Specify - - -
Total(A) 4921773 4717237 9639010
Ceiling as per the Act

Due to inadequate profit ceiling applies as per Section II of Part II of Schedule V of the Companies Act 2013

B. Remuneration to other directors

Sl. Particulars of Remuneration

Name of Diector

No. Ashoke Kumar Dutta Krishan Arya Debasis

Sengupta

Vijay Kumar Jain Rachna Todi Siddharth

Kapoor

Total Amount (Rs.)
1. Independent Directors
Fee for attending board committee meetings 30000 16000 28000 28000 7000 7000 116000
Commission
Others please specify
Total (1) 30000 16000 28000 28000 7000 7000 116000
2. Other Non-Executive Directors Ashok

Surana

PadamChand Agarwal Rajya vardhan Kajaria Ashok Agarwal
Fee for attending board committee meetings 37000 37000 14000 7000 95000
Commission
Others please specify
Total (2) 37000 37000 14000 7000 95000
Total (B)=(1+2) 211000
Ceiling as per the Act

Rs. 100000/- per meeting of the Board or Committee thereof.

Total Managerial Remuneration (A+B) 9850010
Overall Ceiling as per the Act

Due to inadequate profit ceiling applies as per Section II of Part II of Schedule V of the Companies Act 2013

 

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CS CFO Total Amount (Rs.)
1. Gross Salary
a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 2230085 3163256 5393341
b) Value of Perquisites u/s 17(2) of the Income Tax Act 1961 24300 32400 56700
c) Profits in lieu of Salary under Section 17(3) of the Income Tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of Profit - - -
- Others Specify
5. Others please Specify - - -
Total 2254385 3195656 5450041

VII. PENTALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding Fees Imposed Authority [RD/NCLT Court] Appeal Made if any (give details)
A. Company
Penalty
Punishment NIL
Compounding
B. Directors
Penalty
Punishment NIL
Compounding
C. Other Officers in Default
Penalty
Punishment NIL
Compounding

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