Your Directors have pleasure in presenting the Thirty Second Annual Report on theperformance of your Company and the audited statement of accounts for the financial yearended on March 31 2016.
The performance of the Company for the financial year ended on March 31 2016 onstandalone and consolidated basis is summarized below:
|Particulars ||Consolidated ||Standalone |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Gross Receipts ||1328165717 ||1261172621 ||902956585 ||774328397 |
|Gross Profit before Interest and Depreciation ||455789296 ||434703532 ||524463447 ||326298821 |
|Less : Finance Cost ||564324755 ||381237999 ||295370439 ||315013666 |
|Less : Depreciation ||445365987 ||42959633 ||241135669 ||225912785 |
|Less: Prior Period Income ||- ||7795071 ||- ||15590142 |
|Loss Before Tax ||(553901446) ||(368335759) ||(12042661) ||(199037490) |
|Add/(Less): Reversal /(Provision) of Deferred Tax ||44189048 ||(44968965) ||(4641798) ||62143425 |
|Loss After Tax ||(598090494) ||(297558559) ||(7400863) ||(136894063) |
|Add : Balance in Profit & Loss Account ||(2115272295) ||(1989125675) ||151738454 ||288632517 |
|Closing Balance of Profit & Loss Account ||(2719337632) ||(2115272295) ||144337591 ||151738454 |
Operating Results and Business
During the year under review your Company recorded Gross Receipts of Rs. 90.29 Crorevis--vis Rs. 77.43 Crore in the previous year. Your Company has recorded net loss of Rs.0.74 Crore vis-a-vis a net loss of Rs. 13.68 Crore in the previous financial year.
Your Directors have not recommended any dividend on Equity Shares for the year underreview.
Transfer of Amount to Investor Education and Protection Fund
During the year under review an amount of Rs. 483900 being interim unclaimed/unpaiddividend of the Company for the financial year March 31 2008 was transferred on August24 2015 to Investor Education and Protection Fund (IEPF). An amount of Rs. 183920 beingfinal unclaimed/unpaid dividend of the Company for the financial year ended March 31 2008was transferred on February 20 2016 to IEPF.
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Significant and Material Orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of the Company and its future operations.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".
Directors/Key Managerial Personnel
In terms of Articles of Association of the Company Mr. Kamlesh Kumar Agarwal Directorof the Company retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment at the ensuing AGM.
The brief resume of Mr. Kamlesh Kumar Agarwal Director who is to be re-appointed atthe ensuing AGM nature of his expertise in specific functional areas names of companiesin which he holds directorship committee membership/ chairmanship etc. are furnished inthe notes to the Notice forming part of the Annual Report.
All Independent Directors of the Company have given declaration that they meet with thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theCompanies Act 2013 and under Clause 49 of the Listing Agreement with the BSE. Mr. H.P.Prabhu Independent Director of the Company resigned from the Board w.e.f. May 20 2015.
During the year under review Mr. H.P Prabhu resigned as Independent Director of theCompany w.e.f. May 20 2015 due to personal reasons. Mr. Prafulla Kumar Sinha resigned asChief Financial Officer of the Company w.e.f. January 31 2016 on reaching his age ofsuperannuation.
Change of name of the Company
During the year under review the name of the Company was changed to "StarlogEnterprises Limited" w.e.f. October 14 2015. The change was carried out to give afresh identity to the Company.
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees. The manner in whichevaluation has been carried out has been explained in the Corporate Governance Report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is stated in the CorporateGovernance Report.
During the year under review 12 Board Meetings and 4 Audit Committee meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
Directors Responsibility Statements:
Pursuant to the requirements under Section 134(3)(c) of Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
i) in the preparation of the Annual Accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed and there is no material departure fromthe same;
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 as at March 31 2016 and of the loss ofthe Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the Directors have prepared the accounts for the year ended on March 31 2016 on agoing concern basis;
v) the internal financial controls were in place and that the financial controls wereadequate and were operating effectively; 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.
Auditors and Auditors Report
M/s. M.M. Chaturvedi & Co Chartered Accountants the Statutory Auditors of theCompany retires at the ensuing AGM and are eligible for re-appointment. They havefurnished a certificate regarding their eligibility for re-appointment as StatutoryAuditors of the Company. The Board recommends their re-appointment from the conclusion ofthe ensuing AGM until the conclusion of the next AGM of the Company.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further explanation.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Shravan A Gupta & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial AuditReport is annexed herewith as "Annexure B".
Related Party Transactions
In terms of the SEBI Listing Regulations 2015 (erstwhile Clause 49 of the ListingAgreement) the Board of Directors of your Company has approved Related Party TransactionsPolicy on dealing with Related Party Transactions. The policy may be accessed at theweb-link http:// abgworld.com/html/Corporate.html
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The statement is supportedby a Certificate from the MD and the CFO.
The details of related party transactions entered into by the Company are provided inForm AOC-2 annexed herewith as "Annexure C".
Business Risk Management
Pursuant to the requirement of Section 134 of the Companies Act 2013 a riskmanagement policy has been framed by the Company indicating the identification of riskrelated to the business of the Company which may threaten the existence of the Company.This policy defines the risk management approach across the organization at various levelsincluding documentation and reporting.
Vigil Mechanism/Whistle Blower Policy
The company has framed a Vigil Mechanism policy to deal with instance of fraud andmismanagement if any. The details of the policy is explained in the Corporate GovernanceReport and also posted on the website of the Company.
Familiarisation Programme of Independent Directors
Your Company has adopted a "Familiarisation Programme for IndependentDirectors" to familiarise them with the Company their roles rightsresponsibilities in the Company nature of industry in which the Company operatesbusiness model of the Company etc. Your Company aims to provide its IndependentDirectors insight into the Company enabling them to contribute effectively.
The details of familiarisation programme may be accessed at the web-linkhttp://abgworld.com/html/Corporate.html
As a part of its familiarisation programme of Independent Directors the Company alsoorganized a formal training for its Independent Directors.
Consolidated Financial Statements
The Audited Consolidated Financial Statements based on the Financial Statementsreceived from subsidiaries as approved by their respective board of directors have beenprepared in accordance with Accounting Standard (AS) issued by the Institute of CharteredAccountants of India form part of this Annual Report.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during the month of November 2015.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.
The report on corporate governance as stipulated under Regulation 27 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report.
The requisite certificate from the Statutory Auditors of the Company confirmingcompliance with the conditions of corporate governance as stipulated under the aforesaidSEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 is attached to thereport on corporate governance.
The Company has the following subsidiaries:
1. Starlift Services Private Limited (erstwhile ABG Kolkata Container Terminal PrivateLimited)
2. Kandla Container Terminal Private Limited
3. Starport Logistics Limited (erstwhile ABG Ports Limited)
4. ABG Projects & Services Limited (U.K.)
5. West Quay Multiport Private Limited
The following are the step down subsidiaries of the Company:
1. India Ports & Logistics Private Limited
2. ABG Turnkey Private Limited
3. Dakshin Bharat Gateway Terminal Private Limited
The following are Associates of the Company:
1. ALBA Asia Private Limited
2. Haldia Bulk Terminals Private Limited
3. ALBA Marine Private Limited
4. Tuticorin Coal Terminal Private Limited
5. Vizag Agriport Private Limited
6. ALBA Ennore Private Limited
The description of operation of your Subsidiaries and Associates is briefly describedbelow:
Starlift Services Private Limited (erstwhile ABG Kolkata Terminal Private Limited)during the year under review the name of the Company was changed to Starlift ServicesPrivate Limited. Starlog Enterprises Limited sold 15% of its holding in the Company toMagseas Maritime Services Pte Limited. Pursuant to such sale Starlog Enterprises Limitednow holds 84.98% of shares of Starlift Services Private Limited.
Kandla Container Terminal Private Limited was incorporated for operating theContainer Terminal at Kandla Port on BOT basis. It terminated its contract with KandlaPort Trust vide its letter dated November 9 2012 due to the failure of Kandla Port Trustin meeting its obligations as per the license agreement. Kandla Port Trust has taken overthe Terminal. The matter is under arbitration.
ALBA Asia Private Limited is operating Mobile Harbour Cranes (MHCs) at NewMangalore and Visakhapatnam ports. The aggregate volume handled by the MHCs atVishakhapatnam was 3.18 million metric tonnes compared to 4.9 million metric tonnes in theprevious year. The aggregate volume handled by the MHCs at New Mangalore was 1.05 milliontonnes compared to 0.8 million in the previous year.
ALBA Marine Private Limited obtained a stevedoring License from V.O. ChidambaranarPort Trust ("VOCPT") for undertaking the stevedoring activities. The Company isfinalising the business model for stevedoring activities at VOCPT and Visakhapatnam PortTrust.
Tuticorin Coal Terminal Private Limited("TCTPL") has achieved more than80% progress in development of NCB-II berth at Tuticorin. There has been delay incommissioning of project due to pending clearances from Government of India. If allclearances are received Company will be able to commence operation by second halfof thefinancial year. This terminal will cater to the needs of the thermal power plants in thevicinity of Tuticorin.
West Quay Multiport Private Limited ("WQMPL") signed a 30 year ConcessionAgreement with Visakhapatnam Port Trust for developing WQ-6 berth for handling the drybulk cargo on DBFOT basis. The Company has started the commercial operations at the WQ6Terminal in August 2015.
Vizag Agriport Private Limited ("VAPL") signed a 30 year ConcessionAgreement with Visakhapatnam Port Trust for developing the EQ-7 berth for handling thebulk fertiliser cargo on DBFOT basis. This berth will be one of the largest fullymechanised fertilizer berth in Public Private Partnership in India. The project ispresently under implementation.
Haldia Bulk Terminals Private Limited ("HBT")was incorporated foroperating bulk cargo at Haldia Port. Due to breaches of Kolkata Port Trust (KoPT) and itsrenunciation of acting as required under the Agreement the Company terminated itscontract with KoPT on October 31 2012. During the year the Company received relief fromKolkata High Court that it can take out the operating fixed assets from the premises ofKoPT and can deploy them for business purpose at any other location in India. The Companyis exploring the possibility of deploying its assets for generating revenues.
Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) signed a 30 year ConcessionAgreement with the V.O. Chidambaranar Port Trust ("VOCPT") for conversion ofEighth Berth at V.O. Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis.The project is presently under implementation.Presently it handles containers using vesselgears till the terminal is equipped in terms of the Concession Agreement.
Your Company has not accepted any Fixed Deposits within the meaning of sections 73 ofthe Companies Act 2013 from the public during the year ended on March 31 2016.
Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.
Pecuniary relationships with Independent Directors
The Company paid sitting fees to Independent Directors (IDs) for attending themeetings.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business activities being carried out by the Company theDirectors have nothing to report regarding conservation of energy and technologyabsorption required to be furnished pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8 of The Companies (Accounts) Rules 2014.The information related toForeign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part ofthe Annual Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder.
Your Directors would like to express their sincere appreciation for the support andco-operation extended by bankers financial institutions regulatory bodies governmentauthorities shareholders and specifically the contribution made by the employees of theCompany in the operations of the Company during the year under review. Your Directors lookforward to their continued unstinted support.
| ||For and on behalf of the Board of Directors |
| ||Kamlesh Kumar Agarwal |
| ||Chairman |
|Date: May 31 2016 || |
|Place: London. U.K. || |