Your Directors have pleasure in presenting the 29th Annual Report on theperformance of your company and the audited statement of accounts for the financial yearended March 31, 2013.
The performance of the Company for the financial year ended March 31, 2013 onstandalone basis is summarized below:
|Particulars ||Amount (in Rs) || |
| ||2012-13 ||2011-12 |
|Gross Receipts ||1,04,88,04,044 ||1,55,34,12,191 |
|Gross Profit before Interest and Depreciation ||58,51,16,645 ||98,47,98,794 |
|Less : Finance Cost ||33,17,73,880 ||40,21,28,862 |
|Less : Depreciation ||36,93,75,179 ||42,95,58,407 |
|Profit Before Tax ||(11,60,32,414) ||15,31,11,525 |
|Less : Provision for Taxation ||- ||- |
|Less: Provision of Deferred Tax ||(5,32,25,501) ||4,23,38,054 |
|Less: Short Provision for Tax ||- ||- |
|Profit After Tax ||(6,28,06,913) ||11,07,73,471 |
|Add : Balance in Profit & Loss Account ||53,44,30,392 ||49,91,53,048 |
|Net profit available for appropriation ||- ||60,99,26,519 |
|Less: Appropriations || || |
|Interim Dividend (including Dividend Distribution Tax) ||- ||6,43,96,127 |
|Proposed Dividend (including Dividend Distribution Tax) ||- ||- |
|Transfer to General Reserve ||- ||1,11,00,000 |
|Closing Balance of Profit & Loss Account ||47,16,23,479 ||53,44,30,392 |
Operating Results and Business
During the year under review, your Company recorded a Gross Receipts of Rs 104.88 crorevis-a-vis Rs 155.34 crore in the previous year. Your company has recorded a net loss of Rs6.28 crore as compared to a net profit after tax of Rs 11.07 crore in the previousfinancial year.
Your Directors have not recommended any dividend on Equity Shares for the year underreview.
Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, finaldividend for the year 2004-05 which remained unpaid or unclaimed for a period of 7 years,amounting to Rs 1,53,444/- has been transferred by the Company to the InvestorsEducation and Protection Fund (IEPF).
Mr. R.G. Govindrajpuram, Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible, offers himself for re-appointment at theensuing Annual General Meeting.
The Brief resume of Mr. R.G. Govindrajpuram, Director who is to be re-appointed at theensuing AGM, nature of his expertise in specific functional areas, names of companies inwhich he holds directorship, committee membership/ chairmanship etc., are furnished in theAnnexure to the notice forming part of the Annual Report.
Directors Responsibility Statements:
Pursuant to the requirements under Section 217(2AA) of Companies Act, 1956, withrespect to Directors Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the Annual Accounts for the year ended March 31, 2013, 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, 2013 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, 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; and
iv) the Directors have prepared the accounts for the year ended March 31, 2013 on agoing concern basis.
Auditors and Auditors Report
M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of theCompany hold office until the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
The Company has received letter from them to the effect that their re-appointment, ifmade, would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and they are not disqualified from such re-appointment within the meaning of Section226 of the Companies Act, 1956.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further explanation under Section 217 of theCompanies Act, 1956.
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-21) on Consolidated FinancialStatements notified under Section 211(3C) of the Companies Act, 1956 read withCompanies (Accounting Standards) Rules, 2006, as applicable.
Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange, ManagementDiscussion and Analysis, Corporate Governance Report and Auditors Certificateregarding compliance of conditions of Corporate Governance are made a part of this AnnualReport.
The Company has the following subsidiaries:
1. ABG Kolkata Container Terminal Private Limited
2. ABG Kandla Container Terminal Limited
3. ABG Projects & Services Limited (U.K.)
4. ABG Ports Limited
5. West Quay Multiport Private Limited
And the following are the step down subsidiaries of the Company:
1. ALBA Asia Private Limited (formerly ABG-LDA Bulk Handling Private Limited)
2. Haldia Bulk Terminals Private Limited
3. ALBA Marine Private Limited (formerly ABG-LDA Marine Private Limited)
4. ABG Container Handling Private Limited
5. ABG Turnkey Private Limited
6. Tuticorin Coal Terminal Private Limited
7. Vizag Agriport Private Limited
8. Dakshin Bharat Gateway Terminal Private Limited
The details of operation of your subsidiaries is briefly described below:
ABG Kolkata Terminal Private Limited operates at berths 4 and 8 of Netaji SubhashDock (NSD) system of Kolkata Port Trust and is engaged in handling containers at theseberths.
ABG Kandla Container Terminal Limited operates the Container Terminal at KandlaPort on BOT basis. It has terminated its contract with Kandla Port Trust vide its letterdated November 9, 2012 due to the failure of Kandla Port Trust in meeting its obligationsas per the license agreement. The matter is under litigation and as an obligation underthe License Agreement, ABG Kandla Container Terminal Limited is operating the terminalunder court direction.
ALBA Asia Private Limited (formerly ABG-LDA Bulk Handling Private Limited) issuccessfully operating Mobile Harbour Cranes (MHCs) at New Mangalore and Vishakhapatnamports. The performance at Vishakhapatnam was particularly good and the aggregate volumehandled by the MHCs was 4.9 million metric tonnes compared to 4.7 million metric tonnes inthe previous year.
ALBA Marine Private Limited (formerly ABG-LDA Marine Private Limited) is asubsidiary of ALBA Asia Private Limited. The Company has not undertaken any commercialactivity. During the year, the Company has obtained a stevedoring License from V.O.Chidambaranar Port Trust for undertaking the stevedoring activities.
Tuticorin Coal Terminal Private Limited ("TCTPL") is a subsidiary of ALBAAsia Private Limited. The Company has signed a 30 year Concession Agreement with the V.O.Chidambaranar Port Trust ("VOCPT") to develop a Coal handling facility. Theproject is under implementation and it is hoped that the commercial operations willcommence by first quarter of 2014. This terminal will cater to the needs of the thermalpower plants in the vicinity of Tuticorin.
West Quay Multiport Private Limited ("WQMPL") is a subsidiary of yourCompany and has signed a 30 year Concession Agreement with Visakhapatnam Port Trust, fordeveloping WQ-6 berth for handling the dry bulk cargo on DBFOT basis. The project ispresently under implementation and the commercial operation is likely to commence by firstquarter of 2014.
Vizag Agriport Private Limited ("VAPL") is a subsidiary of ALBA AsiaPrivate Limited. The Company has signed a 30 year Concession Agreement with VisakhapatnamPort Trust, for developing the EQ-7 berth for handling the bulk fertiliser cargo on DBFOTbasis. VAPL has achieved its financial closure on January 18, 2013.This berth will be oneof the largest fully mechanised fertilizer berth in Public Private Partnership in India.The project is presently under implementation and the commercial operation is likely tocommence by first quarter of 2015.
Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) is a subsidiary of ABGContainer Handling Private Limited and a step down subsidiary of your company. The Companyhas signed a 30 year Concession Agreement with the V.O. Chidambaranar Port Trust("VOCPT") for conversion of Eighth Berth at V.O. Chidambaranar Port atTuticorin as a Container Terminal on BOT basis. DBGT has achieved its financial closure onJuly 08, 2013. The project is presently under implementation.
As per approval granted by the Ministry of Corporate Affairs, Government of India,under Section 212(8) of the Companies Act, 1956, Balance Sheet, Profit and Loss Account,Report of the Board of Directors and the Report of the Auditors of the subsidiarycompanies have not been attached with the Balance Sheet of the Company. However thefinancial summary of the subsidiary companies is disclosed in the Annual Report incompliance with the said circular. The Company will make available these documents andrelated information upon written request by any shareholder of the Company or subsidiaryinterested in obtaining the same and will also be hosted on the website of the Company atwww.abgworld.com. The annual accounts of the subsidiary companies will also be kept forinspection by any shareholder at the Registered Office of the Company and that ofrespective subsidiary companies. The Consolidated Financial Statements presented by theCompany include the financial results of its subsidiary Companies.
Your Company has not accepted any Fixed Deposits within the meaning of sections 58A& 58AA of the Companies Act, 1956 from the public during the year ended March 31,2013.
Particulars of Employees
Information as required under Section 217(2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, as amended, is given here under:
|Name ||Designation ||Age (Years) ||Qualification ||Experience (Years) ||Date of Employment ||Gross Remuneration ( Rs ) ||Last employment held ||% of Equity shares held |
|Mr. Saket Agarwal ||Managing Director ||49 ||B.Com ||29 ||11.06.84 ||58,44,917/- ||First employment ||64.44 |
|Mr. C. Babu Rajeev* ||Chief Executive Officer ||66 ||M.Sc ||40 ||01.12.07 ||46,83,900 /- ||Addl. Secretary, Govt. of India ||NIL |
*indicates earning for the part of the year
1) The nature of employment is contractual.
2) Remuneration includes salaries, allowances, bonus and expenditure incurred inproviding rent free accommodation, medical expenses, value of other perquisites ascalculated under the provisions of Income Tax Act and Rules and Companyscontribution to Provident and Pension Fund.
3) In addition to the above remuneration, employees are entitled to gratuity, medicalbenefits, etc. in accordance with the Companys rules.
4) Mr. Saket Agarwal is a relative of Mr. Kamlesh Kumar Agarwal, Director of theCompany.
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 217(1)(e) of the Companies Act,1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors)Rules, 1988.The information related to Foreign Exchange Earnings and Outgo is provided inthe Notes to Accounts forming part of the Annual Report.
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 |
|May 30, 2013 |