Your Directors take pleasure in presenting the 44th Annual Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2017.
| || ||(Rs. In Lacs) |
|Particulars ||FY 2016-17 ||FY 2015-16 |
| ||Amount ||Amount |
|Turnover ||13142.78 ||13341.75 |
|Other Income ||55.23 ||77.56 |
|Total Revenue ||13198.01 ||13419.31 |
|Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) ||(1057.01) ||682.40 |
|Interest and other Finance Cost ||449.78 ||524.77 |
|Depreciation & Amortization ||273.71 ||456.98 |
|Profit /(Loss) before Taxation (PBT) ||(1780.50) ||(299.34) |
|Tax including Deferred Tax ||(128.91) ||(22.17) |
|Profit/ (Loss) after Taxation (PAT) ||(1651.59) ||(277.17) |
|Profit brought forward from previous year ||1134.18 ||1371.35 |
|Tax Adjustment for earlier years ||5.62 ||40.00 |
|Profit available for appropriation carried to Balance Sheet ||(511.79) ||1134.18 |
During the year under review your Company has achieved a Total Revenue of ' 13198.01lakhs which is 1.65% lower over the corresponding previous financial year's total revenueof ' 13419.31 lakhs. The Company's EBIDTA was ' (1057.01) lakhs as compared withprevious year of ' 682.40 lakhs. The Loss after Tax worked out to ' 1651.59 lakhs ascompared to loss in the previous year of ' 237.17 lakhs. The increase in loss after tax ismainly on accounts of written off of old debtors to the tune of ' 1178.68 lakhs. Thebalance loss is due to reduced margin reduction in logistics business because ofdemonetization in the 3rd quarter of the financial year though the fixed costand other operational cost remain static.
In the last year industrial growth of the Company did not improve at the desired leveldue to various factors like demonetization non-implementation of the infrastructuralactivities increased cost etc. With the introduction of GST the revenue in the firsthalf of the current financial year would be in stress and with the stabilization of thetaxation procedure and wider acceptability we are hopeful to recover the pace in businessvolume.
Besides to improve the profitability the Company has reduced its work force by almost20% and other cost reduction measures are underway to sustain in the business.
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.
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 2017.
TRANSFER TO RESERVES
The Company did not required to transfer any amount to the General Reserve during thefinancial year ended 31st March 2017.
Your Company envisages 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 specialized services of desired quality meet thecompetition and to satisfy customer requirements.
SHIFTING OF REGISTERED OFFICE
The Registered office of Company was shifted from Guwahati in the state of Assam toKolkata in the state of West Bengal w.e.f. 02.09.2016 pursuant to the order of approval ofshifting of Regional Director on 10.08.2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no appointment of any Director during the financial year 2016-17.
Mr. Rajya Vardhan Kajaria Non-Executive Director (DIN 00443001) and Dr. Ashok KumarAgarwal Non-Executive Director (DIN 01237294) had resigned from the office of Director ofthe Company with effect from 17.12.2016 & 06.01.2017 respectively.
The Board placed on record its appreciation of the invaluable contribution made by themduring their tenure as Directors of the Company.
iii) 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.
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 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 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 mentioned under Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 149(6) of theCompanies Act 2013.
AUDITORS AND THEIR REPORTS
(i) Statutory Auditors:
The Statutory Auditors M/s Agarwal Kejriwal & Co. Chartered Accountants holdsoffice upto the conclusion of the 44th Annual General Meeting (AGM) to be heldfor the FY 2016-17.
As per the provisions of Section 139 of the Companies Act 2013 and rules madethereunder it is mandatory for the Company to rotate the current Statutory Auditors of theCompany on completion of maximum term as permitted under the Act. Accordingly based onthe recommendation of the Audit Committee the Board of Directors has appointed M/s.BharatD.Sarawgee & Co. Chartered Accountants (Registration No. 326264E) as the StatutoryAuditors of the Company for a period of 5 years from the conclusion of the 44thAnnual General Meeting of the Company to be held for the financial year 2016-17 till theconclusion of the 49th Annual General Meeting of the Company subject to theapproval of the Shareholders in the Annual general Meeting and ratification in each of thesubsequent AGMs. Requisite letter and Certificate pursuant to Section 139 and 141 of theCompanies Act 2013 from M/s. Bharat D. Sarawgee & Co. Chartered Accountants(Registration No. 326264E) about their consent and eligibility for appointment as theStatutory Auditors of the Company has been received by the Company.
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 2017-18. The Company has received consent and confirmationof eligibility for their re-appointment as the Cost Auditors of the Company for the year2017-18.
(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 year2016-17 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor is enclosed as "Annexure A" - MR-3 to this Board'sReport.
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 had been selected and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and ofthe loss of the Company for the year ended on 31st March 2017;
3. Proper and sufficient care had 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 had been prepared on a going concern basis;
5. The Directors had laid down internal financial Controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. Proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were 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(1) 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 ' NIL (Previous Year '2252590/-) and the total foreign exchange used was ' 2070654/- (Previous Year '4498665/-).
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 Company's 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 2016-17 are on arm's lengthbasis and were in the ordinary course of business and hence not falling under theprovisions of Section 188 of the Companies Act 2013. There have been no materiallysignificant related party transactions with the Company's Promoters Directors and othersas defined in section 2(76) of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 which may have potential conflict with theinterest of the Company at large. Thus disclosure in Form AOC-2 is not required.
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 2016-17. 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 Dr. 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:
The Company has not provided any loans given any guarantees or made any investmentsunder Section 186 of the Companies Act 2013 during the FY 2016-17.
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 Board's Performance:
During the year under review the Board in compliance with the Companies Act 2013 andthe applicable Regulations of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 has continued to adopt formalmechanism for evaluating its performance and as well as that of its Committees andindividual Directors including the Chairman of the Board. The exercise was carried outthrough a structured evaluation process covering various aspects of the Boards functioningsuch as composition of the Board & Committees experience & competenciesperformance of specific duties & obligations governance issues etc. Separate exercisewas carried out to evaluate the performance of individual Directors including the Boardas a whole and the Chairman who were evaluated on parameters such as their participationcontribution at the meetings and otherwise independent judgments safeguarding ofminority 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 Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the applicable Regulationsof Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended from time to time) is in place. This Policyprovides a framework and set standards in relation to the followings and details on thesame are given in the Corporate Governance Report attached as Annexure to this Board'sReport:
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):
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 the Company'swebsite: www.abcindia.com and also set out in the Corporate GovernanceReport attached as Annexure to this Board's Report.
DISCLOSURE UNDER THE SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Keeping in view the requirements of the Sexual Harassment of Women at Workplace(Preventton Prohibitton and Redressal) Act 2013 your Company has in place a Policy onSexual Harassment which provides for seffing up of Internal Complaint Committee toregularly redress complaints received.
During the year under review no complaints were reported against sexual harassment.
The website of your Company www.abcindia.com has been designed to present theCompany's businesses up-front on the home page. The site carries a comprehensive databaseof informatton of all the services rendered including the Financial Results of yourCompany Shareholding pattern Corporate profile details of Board Committees CorporatePolicies and business acttvittes of your Company. All the mandatory informatton anddisclosures as per the requirements of the Companies Act 2013 and Companies Rules 2014and as per SEBI (Listtng Obligattons & Disclosure Requirements) Regulattons 2015 hasbeen displayed.
Your Company has practtced sound Corporate Governance and takes necessary acttons atappropriate ttmes for enhancing and meettng stakeholders' expectattons while conttnuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of applicable Regulattons of Securittes & Exchange Board ofIndia (Listtng Obligattons and Disclosure Requirements) Regulattons 2015 as issued bySecurittes and Exchange Board of India and as amended from ttme to ttme. Your Company hasgiven its deliberattons to provide all the informatton in the Directors Report and theCorporate Governance Report as per the requirements of the Companies Act 2013 and theListtng Agreement entered by the Company with the Stock Exchanges as a matter of prudenceand good governance.
A Report on Corporate Governance along with a certtficate from Mr. Santosh KumarTibrewalla Practtcing Company Secretary regarding compliance of condittons of CorporateGovernance and certtficatton by CEO i.e. the Managing Director of the Company and CFO aregiven in "Annexure- D E & F" to this report.
CODE OF CONDUCT
The Code of Conduct for Directors KMPs and Senior Executtve 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 declaratton 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 InvestorEducatton and Protectton 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 Listtng 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 securittes laws and regulattons. 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 appreciatton for the assistance andco-operatton received from the Financial Instttuttons Banks Government Authorittes andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciatton to all the employees for their commendable teamwork exemplaryprofessionalism and enthusiasttc contributton during the year.
| || |
For and on behalf of the Board of Directors
| ||Vijay Kumar Jain ||Anand Kumar Agarwal |
|Place : Kolkata ||Director ||Executtve Chairman |
|Dated : 10th August 2017 ||DIN : 00491871 ||DIN : 00380908 |