Your Directors have pleasure in presenting the Thirty Third Annual Report on theperformance of your Company and the audited statement of accounts for the financial yearended on March 312017.
The performance of the Company for the financial year ended on March 31 2017 onstandalone and consolidated basis is summarized below:
(Amount in ')
|Particulars || |
| ||2016-17 ||2015-16: ||2016-17 ||2015-16 |
|Gross Receipts ||1040095886 ||1328165717 ||635464293 ||902956585 |
|Gross Profit before Interest and Depreciation ||249886240 ||455789296 ||271080736 ||524463447 |
|Less : Finance Cost ||591521213 ||564324755 ||308823275 ||295370439 |
|Less : Depreciation ||437465497 ||445365987 ||205807233 ||241 135669 |
|Less: Prior Period Income ||- ||- ||- ||- |
|Loss Before Tax ||(779100470) ||(553901446) ||(243549772) ||(12042661) |
|Add/(Less): Reversal /(Provision) of Deferred Tax ||(69596316) ||44189048 ||(9198577) ||(4641798) |
|Loss After Tax ||(709504154) ||(598090494) ||(234351195) ||(7400863) |
|Add : Balance in Profit & Loss Account ||(2719337632) ||(2115272295) ||144337591 ||151738454 |
|Closing Balance of Profit & Loss Account ||(3407145147) ||(2719337632) ||(90013603) ||144337591 |
Operating Results and Business
During the year under review your Company recorded Gross Receipts of '63.54 Crorevis-a-vis '90.29 Crore in the previous year. Your Company has recorded net loss of '23.43Crore vis-a-vis a net loss of '0.74 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 '317144/- being interim unclaimed/unpaiddividend of the Company for the financial year March 31 2010 was transferred on July 72017 to Investor Education and Protection Fund (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
During the year under the provisions of Insolvency and Bankruptcy Code 2016 (IBC) anorder of National Company Law Tribunal was passed with effect from March 1 2017 and Mr.Shashank Narendra Desai of M/s. Desai Saksena & Associates (IP Registration no . IBBI/IPA-IP/00072/2016-17/1082) was appointed as the IRP with respect to the Company.
However by an order dated 24th May 2017 the Hon'ble National Company Law AppellateTribunal New Delhi ("NCLAT") has set aside the Impugned Order with liberty tothe Company to function independently through its Board of Directors. The NCLAT has in itsorder dated 24.05.2017 recorded that the IRP's (Mr. Shashank Narendra Desai) failure torelease necessary funds and act on the service requests in a timely manner the Companywas unable to perform its contractual obligations qua G.E. and G.E. terminated thecontract with the Company resulting in a financial loss of at least Rs.27000000/- aswell as loss of goodwill that the Company has painstakingly built in this business overthe last 30 years. The NCLAT order further records that as a result of the IRPs absolutemismanagement and dis interest in the management of the affairs of the Company theCompany has suffered loss of several valuable human resources.
Extract of Annual Return
Pursuant to section 134(3)(a) and Section 92(3) of Companies Act 2013 read withrelevant Rules framed thereunder the extract of the Annual Return in form MGT-9 isannexed herewith as "Annexure A".
Directors/Key Managerial Personnel
As on 31st March 2017 your Company has 4 Directors consisting of 3 Non-IndependentDirectors (including a Whole Time Directors) and one Independent Director.
During the year Mr. R.G. Govindrajpuram an Independent Director of the Company hastendered his resignation from the Board of Directors of the Company with effect from May17 2017. The Board of Directors places on record their appreciation for the contributionby Mr. R.G. Govindrajpuram during his tenure as Director.
Mrs. Kumkum Agarwal retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. This appointment forms part of theNotice of the Annual General Meeting and the Resolution is recommended for your approval.Profile of Mrs. Kumkum Agarwal is given in the notes to the Notice forming part of theAnnual Report.
The Board of Director of the Company ("the Board") based on therecommendation of the Nomination & Remuneration Committee at its meeting held onAugust 312017 has appointed Mr. Ashutosh Chaturvedi (DIN- 07920109) as an AdditionalDirector (Independent) with effect from August 312017 to hold office for a period of five(5) consecutive years not liable to retire by rotation subject to the consent of Membersat the ensuing Annual general Meeting. The Company has received a notice in writing underSection 160 of the Act from a member signifying the intention to propose the name of Mr.Ashutosh Chaturvedi as a candidate for the office of a Director.
Shri Saket Agarwal's tenure as Managing Director ends on September 12 2017. Based onthe recommendation of Nomination and Remuneration Committee and Audit committee Shri SaketAgarwal is appointed as Managing Director and Chief Executive Officer of the Companysubject to the approval of members as set out in Notice convening Annual General Meetingfor further term of three years.
An Independent Director of the Company has given declaration that he meets with thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theCompanies Act 2013 and under provisions of Regulation 25 of SEBI (LODR) Regulations2015. Your Company has obtained requisite declaration to that effect from the saidDirectors.
Shifting of registered Office
The Company has shifted its registered office within local limits at 141 Jolly MakerChambers II 14th Floor Nariman Point Mumbai - 400021 with effect from May 11 2017.
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.
During the year under review 9 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 2017 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 312017 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 2017 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
Statutory auditors M/s. M.M. Chaturvedi & Co Chartered Accountants Mumbai holdoffice till the conclusion of ensuing Annual General Meeting (AGM) and they are noteligible for re-appointment in terms of section 139 (2) of the Act.
On the basis of recommendations of the Audit Committee the Board has appointed M/s. B.M. Chaturvedi & Co. Chartered Accountants
(ICAI Firm Registration No 114317W) as the new auditors subject to approval of membersat the ensuing Annual General meeting. The Company has received consent and certificate ofeligibility from M/s. B. M. Chaturvedi & Co. Chartered Accountants in accordancewith Sections 139 141 and other applicable provisions of the Act and Rules issuedthereunder Further they have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India (ICAI) as requiredunder the Listing Regulations.
The Board recommends for approval of members their appointment for a period of 5(five) years from the conclusion of this AGM till the conclusion of 38th AGM subject toratification by members at each AGM.
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 your Company hasappointed M/s Ritul Parmar a Practising Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure B".
Related Party Transactions
In terms of the SEBI (LODR) Regulations the Board of Directors of your Company hasapproved Related Party Transactions Policy on dealing with Related Party Transactions. Thepolicy may be accessed at the web-link http://abgworld.com/html/Corporate.html
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
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.
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 forms part of this Annual Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under LODR Regulations isdisclosed separately in this Annual Report. Corporate Governance
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 Auditors of the Company confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 is attached to the report oncorporate governance.
The Company has the following subsidiaries:
1. Starlift Services Private Limited
2. Kandla Container Terminal Private Limited
3. Starport Logistics Limited
4. ABG Projects & Services Limited (U.K.)
5. West Quay Multiport Private Limited
6. India Ports & Logistics Private Limited
7. ABG Turnkey Private Limited
8. Dakshin Bharat Gateway Terminal Private Limited - a step down subsidiary Thefollowing 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 - got strike off
The description of operation of your Subsidiaries and Associates is briefly describedbelow:
Starlift Services Private Limited (erstwhile ABG Kolkata Container Terminal PrivateLimited). Starlog Enterprises Limited sold 15% of its holding in the Company to MagseasMaritime Services Pte Limited Singapore. Pursuant to such sale Starlog EnterprisesLimited now 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 Visakhapatnam and Goa ports. The aggregate volume handled by the MHCs atVishakhapatnam was 3.69 million metric tonnes compared to 4.92 million metric tonnes inthe previous year. The members are hereby apprised that ALBA Asia Private Limited hassigned the Memorandum of Agreement (License Agreement) with Board of Trustees of MormugaoPort Trust Mormugao Goa for Hiring of 1 no. Harbour Mobile Crane of capacity 100 tonsand above at berths 10 & 11 for a period of 5 years on 24.01.2017. Accordingly theCompany has commenced its operations on 25.01.2017. ALBA Marine Private Limited hasStevedoring License from VO. Chidambaranar Port Trust ("VOCPT") andVisakhapatnam Port Trust (VPT) for undertaking the stevedoring activities. During the yearunder review the Company carried out stevedoring activities inter carting of cargoestransportation of material.
Tuticorin Coal Terminal Private Limited ("TCTPL") has achieved more than80% progress in development of NCB-II berth at Tuticorin. The members are apprised thatthe Company has successfully completed the Financial Closure for the revised project costof Rs.645.50 crores and executed the Additional Financing Documents with the Consortiumlenders on 24.01.2017. Further necessary formalities with Customs Authorities forclearance of SULs imported against 3 (three) fresh EPCG Licenses have been completed. TheCompany has achieved more than 80% progress in development of NCB-II Project at Tuticorin.The Company believes if all the obligations are fulfilled by the VOCPT by end of December2017 the Company will be able to commission its Project by end of June 2018.
West Quay Multiport Private Limited ("WQMPL") has started the commercialoperations at WQ-6 terminal in August 2015. Further WQMPL has completed the dredging tocater to vessels of 14 mtrs drafts and achieved capacity to handle upto 6 million of drybulk cargo such as CP Coke LAM coke Pet coke Granite and Steel. The aggregate volume ofcargo handled by WQMPL at WQ-6 berth comprising of Steel LAM coke CP coke Pet coke andGranite during FY ended on 31.03.2017 was 0.42 million metric tonnes.
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. VAPL and the Board of Trustees of VishakhapatnamPort Trust have executed the Deed of Mutual Cancellation with an aim to bring aboutamicable settlement between the parties. In this regard the parties have considered theappointment of expert for delivering the Expert Opinion on the same.
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 Limited. (DBGT) signed a 30 year ConcessionAgreement with the VO. Chidambaranar Port Trust ("VOCPT") for conversion ofEighth Berth at VO. Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis.The project is presently under implementation. Presently it handles containers usingvessel gears till the terminal is equipped in terms of the Concession Agreement.
ALBA Ennore Private Limited an associate of the Company had applied for strike offthe name of the Company from the Register of the Companies during FY 2016-17 under FastTrack Exit Mode and got strike off with effect from March 17 2017.
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 2017.
Particulars of Employees
The table containing the details of remuneration of Directors and Employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure D to this report.
There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
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: August 312017 || |
|Place: Mumbai || |